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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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(ii) The Revolving Loan Agent, on behalf of itself and the other<br />

Revolving Loan Secured Parties, agrees that none of them shall contest (or support any<br />

other Person contesting):<br />

(A) any request by the Term Loan Agent or the other<br />

Term Loan Secured Parties for adequate protection in accordance with Section<br />

6.4(d); or<br />

(B) any objection by the Term Loan Agent or the other<br />

Term Loan Secured Parties to any motion, relief, action or proceeding based on<br />

the Term Loan Agent or the other Term Loan Secured Parties claiming a lack of<br />

adequate protection with respect to Liens in Term Loan Priority Collateral to the<br />

extent not inconsistent with the other terms of this <strong>Agreement</strong>.<br />

(b)<br />

Insolvency Proceeding:<br />

Notwithstanding anything to the contrary in Section 6.3(a), in any<br />

(i) if any or all of the Revolving Loan Secured Parties are<br />

granted adequate protection in the form of additional collateral in connection with any<br />

use of Revolving Loan Cash Collateral or other Revolving Loan Priority Collateral or a<br />

Revolving Loan DIP Financing and such additional collateral is the type of asset or<br />

property that would constitute Revolving Loan Priority Collateral, then (A) the Term<br />

Loan Agent, on behalf of itself or any of the Term Loan Secured Parties, may seek or<br />

request adequate protection in the form of a Lien on such additional collateral, which<br />

Lien will be subordinated to the Liens securing the Revolving Loan Debt and any<br />

Revolving Loan DIP Financing (and all obligations relating thereto) on the same basis as<br />

the other Liens on Revolving Loan Priority Collateral securing the Term Loan Debt are<br />

so subordinated to the Liens on Revolving Loan Priority Collateral securing the<br />

Revolving Loan Debt under this <strong>Agreement</strong> and (B) subject to clause (ii) below, the<br />

Revolving Loan Agent, on behalf of itself and the other Revolving Loan Secured Parties,<br />

agrees that none of them shall contest (or support any other Person contesting) (1) any<br />

request by the Term Loan Agent or any other Term Loan Secured Party for adequate<br />

protection pursuant to the preceding clause (A) or (2) any objection to any motion, relief,<br />

action or proceeding, which objection is in support of a request for adequate protection<br />

pursuant to the preceding clause (A); and<br />

(ii) in the event the Term Loan Agent, on behalf of itself or any<br />

other Term Loan Secured Parties, seeks or requests adequate protection in respect of<br />

Term Loan Debt and such adequate protection is granted in the form of additional<br />

collateral of a type of asset or property that would constitute Revolving Loan Priority<br />

Collateral, then the Term Loan Agent, on behalf of itself and the other Term Loan<br />

Secured Parties, agrees that the Revolving Loan Agent shall also be granted a Lien on<br />

such additional collateral as security for the Revolving Loan Debt and any Revolving<br />

Loan DIP Financing and that any Lien on such additional collateral securing the<br />

applicable Term Loan Debt shall be subordinated to the Lien on such collateral securing<br />

the Revolving Loan Debt or any Revolving Loan DIP Financing (and all obligations<br />

relating thereto) and to any other Liens granted to the Revolving Loan Secured Parties as<br />

CH\1408709.10<br />

33

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