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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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Liens securing the Term Loan DIP Financing) on the Revolving Loan Priority Collateral<br />

to the same extent as provided under Section 2.2),<br />

(iv) Revolving Loan Agent receives, as security for the<br />

Revolving Loan Debt, additional or replacement Liens on all post-petition assets of any<br />

Grantor which are subject to an additional or replacement Lien to secure the Term Loan<br />

DIP Financing with same priority relative to the Liens of Term Loan Agent as existed<br />

prior to the commencement of such Insolvency Proceeding to the extent Revolving Loan<br />

Agent seeks such Liens and is entitled to such additional or replacement Liens under the<br />

Bankruptcy Code or other applicable Bankruptcy Law,<br />

(v) such Term Loan DIP Financing or use of Term Loan Cash<br />

Collateral is subject to the terms of this <strong>Agreement</strong>,<br />

(vi) the Revolving Loan Agent retains the right to object to any<br />

ancillary agreements or arrangements regarding the use of Term Loan Cash Collateral or<br />

the Term Loan DIP Financing that require a specific treatment of a claim in respect of the<br />

Revolving Loan Debt for purposes of a plan of reorganization or are materially adverse to<br />

the Revolving Loan Agent and the other Revolving Loan Secured Parties or contravene<br />

the terms of this <strong>Agreement</strong> in any material respect (provided that, in no event shall the<br />

foregoing be construed to give rise to the right to object to any of the rights and remedies<br />

that are customary for Term Loan Agent to receive as part of any order with respect to<br />

the use of Term Loan Cash Collateral or any such Term Loan DIP Financing),<br />

(vii) such Term Loan DIP Financing or use of Term Loan Cash<br />

Collateral is on commercially reasonable terms, taken as a whole, based on then<br />

prevailing market conditions for such financings.<br />

(c) Neither the Revolving Loan Agent nor any Revolving Loan<br />

Secured Party shall, directly or indirectly, provide, or seek to provide, or support any other<br />

person providing or seeking to provide, the use of Revolving Loan Cash Collateral or Revolving<br />

Loan DIP Financing secured by Liens equal or senior in priority to the Liens on the Term Loan<br />

Priority Collateral (including any assets or property arising after the commencement of an<br />

Insolvency Proceeding) of the Term Loan Agent, and neither the Term Loan Agent nor any Term<br />

Loan Secured Party, shall, directly or indirectly, provide, or seek to provide, or support any other<br />

person providing or seeking to provide, the use of Term Loan Cash Collateral or Term Loan DIP<br />

Financing secured by Liens equal or senior in priority to the Liens on the Revolving Loan<br />

Priority Collateral (including any assets or property arising after the commencement of any<br />

Insolvency Proceeding) of the Revolving Loan Agent.<br />

6.3 Relief from the Automatic Stay.<br />

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

occurred, neither the Term Loan Agent nor any of the Term Loan Secured Parties will seek relief<br />

from the automatic stay in any Insolvency Proceeding in respect of any part of the Revolving<br />

Loan Priority Collateral, any Proceeds thereof or any Lien thereon securing any of the Term<br />

Loan Debt; provided, however, that in the event that any or all of the Revolving Loan Agent and<br />

CH\1408709.10<br />

31

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