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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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(i) first, to the Term Loan Debt and for cash collateral as<br />

required under the Term Loan Documents, and in such order as specified in the<br />

applicable Term Loan Documents until the Discharge of Term Loan Debt has occurred;<br />

(ii) second, to the Revolving Loan Debt in such order as<br />

specified in the applicable Revolving Loan Documents until the Discharge of Revolving<br />

Loan Debt has occurred.<br />

(c) Upon the Discharge of Revolving Loan Debt, to the extent permitted<br />

under applicable law and without risk of legal liability to Revolving Loan Agent or any other<br />

Revolving Loan Secured Party and until the Discharge of the Term Loan Debt, Revolving Loan<br />

Agent shall, subject to the rights of Grantors under the Term Loan Documents, deliver to Term<br />

Loan Agent, without representation or recourse, any Proceeds of Shared Collateral held by it at<br />

such time in the same form as received, with any necessary endorsements or as a court of<br />

competent jurisdiction may otherwise direct, to be applied by Term Loan Agent to the Term<br />

Loan Debt in such order as specified in the relevant Term Loan Documents. Upon the Discharge<br />

of Term Loan Debt, to the extent permitted under applicable law and without risk of legal<br />

liability to Term Loan Agent or any other Term Loan Secured Party and until the Discharge of<br />

the Revolving Loan Debt, Term Loan Agent shall, subject to the rights of Grantors under the<br />

Revolving Loan Documents, deliver to Revolving Loan Agent, without representation or<br />

recourse, any Proceeds of Shared Collateral held by it at such time in the same form as received,<br />

with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to<br />

be applied by Revolving Loan Agent to the Revolving Loan Debt in such order as specified in<br />

the relevant Revolving Loan Documents. The provisions of this Section 4.1 are intended solely<br />

to govern the respective Lien priorities as between Term Loan Agent and Revolving Loan Agent<br />

and shall not impose on any Agent or any other Secured Party any obligations in respect of the<br />

disposition of Proceeds of foreclosure on any Shared Collateral which would conflict with prior<br />

perfected claims therein in favor of any other person or any order or decree of any court or other<br />

governmental authority or any applicable law.<br />

4.2 Payments Over.<br />

(a) So long as the Discharge of Revolving Loan Debt has not<br />

occurred, whether or not any Insolvency Proceeding has commenced with respect to any<br />

Grantor, Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured<br />

Parties, that any Revolving Loan Priority Collateral or Proceeds thereof or payment with respect<br />

thereto received by Term Loan Agent or any other Term Loan Secured Party (including any right<br />

of set-off), and including in connection with any insurance policy claim or any condemnation<br />

award (or deed in lieu of condemnation), in each case, in violation of this <strong>Agreement</strong>, shall be<br />

segregated and held in trust and promptly transferred or paid over to Revolving Loan Agent for<br />

the benefit of the Revolving Loan Secured Parties in the same form as received, with any<br />

necessary endorsements or assignments or as a court of competent jurisdiction may otherwise<br />

direct. Revolving Loan Agent is hereby authorized to make any such endorsements or<br />

assignments as agent for Term Loan Agent. This authorization is coupled with an interest and is<br />

irrevocable. Neither payments made by Grantors in respect of the Term Loan Debt with<br />

proceeds of loans or advances under the Revolving Loan Documents nor, so long as the<br />

Revolving Loan Secured Parties or the Term Loan Secured Parties have not commenced<br />

CH\1408709.10<br />

24

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