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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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and expenses (including for any physical damage to any Term Loan Priority Collateral) incurred<br />

by Term Loan Agent or any other Term Loan Secured Party in connection with or as a direct<br />

result of the actions of the Revolving Loan Agent (or its representatives) in exercising its access<br />

and use rights as provided in Section 9.1 above (but not any diminution in value of the Term<br />

Loan Priority Collateral resulting from the Revolving Loan Agent so dealing with any Revolving<br />

Loan Priority Collateral), and the Revolving Loan Agent and Revolving Loan Lenders shall<br />

indemnify and hold harmless the Term Loan Agent and the Term Loan Secured Parties from any<br />

claim, loss, damage, cost or liability arising from any claim by a third party against Term Loan<br />

Agent and the other Term Loan Secured Parties as a direct result of any action by Revolving<br />

Loan Agent (or its representatives) to the extent not covered by insurance. Term Loan Agent<br />

shall not have any responsibility or liability for the acts or omissions of Revolving Loan Agent or<br />

any of the other Revolving Loan Secured Parties, and Revolving Loan Agent and the other<br />

Revolving Loan Secured Parties shall not have any responsibility or liability for the acts or<br />

omissions of Term Loan Agent, in each case arising in connection with such other Person’s use<br />

and/or occupancy of any of the Term Loan Priority Collateral.<br />

9.3 Intellectual Property. In addition to and not in limitation of Section 9.1, in<br />

connection with any enforcement action by Revolving Loan Agent, Term Loan Agent hereby<br />

grants to Revolving Loan Agent a non-exclusive, royalty free license with respect to any Term<br />

Loan Priority Collateral consisting of trademarks, copyrights, patents, know-how or other<br />

intellectual property and pertaining to the Revolving Loan Priority Collateral solely for purposes<br />

of disposing, collecting, or otherwise realizing on any of the Revolving Loan Priority Collateral<br />

pursuant to the rights of the Revolving Loan Agent and the other Revolving Loan Secured<br />

Parties as set forth in the Revolving Loan Documents, the UCC or the equivalent laws of any<br />

applicable jurisdiction and other applicable law. Notwithstanding anything to the contrary<br />

contained herein, any purchaser or assignee of Revolving Loan Priority Collateral pursuant to the<br />

exercise by Revolving Loan Agent of any of its rights or remedies with respect thereto<br />

(including, without limitation, any purchaser or assignee of Revolving Loan Priority Collateral<br />

that is sold or otherwise disposed of pursuant to Sections 363, 365 or 1129 of the Bankruptcy<br />

Code, or any comparable provision of any Bankruptcy Law) shall have the right to sell or<br />

otherwise dispose of any such Revolving Loan Priority Collateral to which any such Intellectual<br />

Property is affixed.<br />

Section 10. Reliance; Waivers; Etc.<br />

10.1 Reliance.<br />

(a) The consent by the Revolving Loan Secured Parties to the<br />

execution and delivery of the Term Loan Documents and the grant to Term Loan Agent on<br />

behalf of the Term Loan Secured Parties of a Lien on the Shared Collateral and all loans and<br />

other extensions of credit made or deemed made on and after the date hereof by the Revolving<br />

Loan Secured Parties to any Grantor shall be deemed to have been given and made in reliance<br />

upon this <strong>Agreement</strong>.<br />

(b) The consent by the Term Loan Secured Parties to the execution<br />

and delivery of the Revolving Loan Documents and the grant to Revolving Loan Agent on behalf<br />

of the Revolving Loan Secured Parties of a Lien on the Shared Collateral and all loans and other<br />

CH\1408709.10<br />

45

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