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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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(i) to obtain adequate protection in the form of the benefit of<br />

additional or replacement Liens on the Shared Collateral (including Proceeds thereof<br />

arising after the commencement of any Insolvency Proceeding), or additional or<br />

replacement collateral to secure the Revolving Loan Debt, in connection with any use of<br />

Revolving Loan Cash Collateral or any other Revolving Loan Priority Collateral or any<br />

Revolving Loan DIP Financing or use of Term Loan Cash Collateral or any other Term<br />

Loan Priority Collateral or any Term Loan DIP Financing as provided for in Section 6.2<br />

above,<br />

(ii) to obtain adequate protection in the form of the benefit of<br />

additional or replacement Liens on the Shared Collateral (including Proceeds thereof<br />

arising after the commencement of any Insolvency Proceeding), or additional or<br />

replacement collateral to secure the Revolving Loan Debt, in connection with any such<br />

protection obtained by Term Loan Agent and the other Term Loan Secured Parties, so<br />

long as in each case, Term Loan Agent is also granted such additional or replacement<br />

Liens or additional or replacement collateral and such Liens of Revolving Loan Agent or<br />

any other Revolving Loan Secured Party are subordinated to the Liens securing the Term<br />

Loan Debt to the same extent as the Liens of Revolving Loan Agent and the other<br />

Revolving Loan Secured Parties on the Shared Collateral are subordinated to the Liens of<br />

Term Loan Agent and the other Term Loan Secured Parties hereunder,<br />

(iii) to obtain adequate protection in the form of reports, notices,<br />

inspection rights and similar forms of adequate protection to the extent granted to Term<br />

Loan Agent, and<br />

(iv) to obtain an administrative expense claim and/or a<br />

superpriority administrative expense claim so long as the Term Loan Secured Parties are<br />

also granted as adequate protection an administrative expense claim and/or a<br />

superpriority administrative expense claim; provided that the administrative expense<br />

claims and/or a superpriority administrative expense claims granted to the Term Loan<br />

Secured Parties and the Revolving Loan Secured Parties shall be pari passu.<br />

6.5 Reorganization Securities. If, in any Insolvency Proceeding, debt<br />

obligations of any reorganized Grantor secured by Liens upon any property of such reorganized<br />

Grantor are distributed, pursuant to a plan of reorganization, on account of both the Revolving<br />

Loan Debt and the Term Loan Debt, then, to the extent the debt obligations distributed on<br />

account of the Revolving Loan Debt and on account of the Term Loan Debt are secured by Liens<br />

upon the same assets or property, the provisions of this <strong>Agreement</strong> will survive the distribution<br />

of such debt obligations pursuant to such plan and will apply with like effect to the Liens<br />

securing such debt obligations.<br />

6.6 Separate Grants of Security and Separate Classes. Each of the parties<br />

hereto irrevocably acknowledges and agrees that (a) the claims and interests of the Revolving<br />

Loan Secured Parties and the Term Loan Secured Parties are not “substantially similar” within<br />

the meaning of Section 1122 of the Bankruptcy Code, or any comparable provision of any other<br />

Bankruptcy Law, (b) the grants of the Liens to secure the Revolving Loan Debt and the grants of<br />

the Liens to secure the Term Loan Debt constitute two separate and distinct grants of Liens, (c)<br />

CH\1408709.10<br />

36

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