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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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Borrower has obtained a policy of flood insurance that is in compliance with all<br />

applicable requirements of the Flood Program.<br />

(h) Personal Property Collateral. In order to create in favor of the<br />

Administrative Agent, for the benefit of Secured Parties, a valid, perfected First Priority security<br />

interest in the personal property Collateral, each Credit Party shall have delivered to<br />

Administrative Agent:<br />

(i) UCC financing statements and originals of securities, instruments and<br />

chattel paper, in each case, to the extent required to be delivered on the Effective Date<br />

pursuant to the Pledge and Security <strong>Agreement</strong>;<br />

(ii) a completed Collateral Questionnaire dated the Effective Date and<br />

executed by an Authorized Officer of each Credit Party, together with all attachments<br />

contemplated thereby;<br />

(iii) satisfactory results of lien searches against each Credit Party;<br />

(iv) fully executed Intellectual Property Security <strong>Agreement</strong>s, in proper<br />

form for filing or recording in the United States Patent and Trademark Office and the<br />

United States Copyright Office, as applicable, memorializing and recording the<br />

encumbrance of the Intellectual Property Assets listed in Schedule 5.2 to the Pledge and<br />

Security <strong>Agreement</strong>; and<br />

(v) evidence that each Credit Party shall have delivered to the Term<br />

Collateral Agent any intercompany notes (including the Intercompany Note) evidencing<br />

Indebtedness permitted to be incurred pursuant to Section 6.01(b)).<br />

(i)<br />

[Reserved].<br />

(j) Financial Statements. The Administrative Agent and each Arranger shall<br />

have received from Holdings (i) the Historical Financial Statements (it being acknowledged by<br />

Administrative Agent and the Arrangers that the Historical Financial Statements referred to in<br />

clause (i) of the definition thereof have been received prior to the Effective Date) and<br />

(ii) customary pro forma financial statements (it being acknowledged by Administrative Agent<br />

and the Arrangers that all required pro forma financial statements required hereunder have been<br />

received prior to the Effective Date).<br />

(k) Evidence of Insurance. The Administrative Agent shall have received a<br />

certificate from the applicable Credit Party’s insurance broker or other evidence reasonably<br />

satisfactory to it that all insurance required to be maintained pursuant to Section 5.05 is in full<br />

force and effect, together with endorsements naming the Administrative Agent, for the benefit of<br />

Secured Parties, as additional insured and loss payee thereunder to the extent required under<br />

Section 5.05.<br />

(l) Opinions of Counsel to Credit Parties. Subject to Section 5.18, the<br />

Administrative Agents shall have received an executed copy of the favorable written opinions of<br />

counsel for Credit Parties addressed to the Lender Parties as to such matters as Administrative<br />

CH\1416587.18<br />

80

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