22.09.2015 Views

Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

Credit Parties as any Co-Collateral Agent shall from time to time request in its Permitted<br />

Discretion;<br />

(iv) as soon as available but in any event within 15 days of the end of each<br />

calendar quarter, as of the quarter then ended, and at such other times as may be requested by the<br />

Administrative Agent, an updated customer list for the Borrower and the Borrowing Base<br />

Guarantors, which list shall state the customer’s name, mailing address and phone number,<br />

delivered electronically in a text formatted file reasonably acceptable to the Administrative<br />

Agent and certified as true and correct by an Authorized Officer of the Borrower; and<br />

(v) prompt (but in any event within any time period that may be specified<br />

below) written notice of the following:<br />

(1) any Lien (other than Permitted Revolving Collateral Liens) asserted<br />

against Revolving Loan Priority Collateral since the date of the last Borrowing Base<br />

Certificate delivered pursuant to Section 5.01(n)(i) which would cause more than<br />

$5,000,000 of Accounts and/or Inventory in the aggregate to be ineligible pursuant to<br />

clause (b) of the definition of the term “Eligible Accounts” and/or clause (b) of the<br />

definition of the term “Eligible Inventory”;<br />

(2) any loss, damage, or destruction to Revolving Loan Priority Collateral in<br />

the amount of $5,000,000 or more, whether or not covered by insurance; and<br />

(3) within five Business Days of receipt thereof, any and all default notices<br />

received under or with respect to any leased location or public warehouse where<br />

Inventory with the aggregate value in excess of $5,000,000 is located.<br />

(o) Certification of Public Information. Holdings, Borrower and each Lender<br />

acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices<br />

required to be delivered pursuant to this Section 5.01 or otherwise are being distributed through<br />

IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the<br />

“Platform”), any document or notice that Holdings or Borrower has indicated contains Non-<br />

Public Information shall not be posted on that portion of the Platform designated for such Public<br />

Lenders. Each of Holdings and Borrower agrees to clearly designate all information provided to<br />

Administrative Agent by or on behalf of Holdings or Borrower which contains Non-Public<br />

Information. If Holdings or Borrower has not indicated whether a document or notice delivered<br />

pursuant to this Section 5.01 contains Non-Public Information, Administrative Agent reserves<br />

the right to post such document or notice solely on that portion of the Platform designated for<br />

Lenders who wish to receive material Non-Public Information with respect to Holdings, its<br />

Subsidiaries and their Securities.<br />

Information required to be delivered pursuant to Section 5.01(a), 5.01(b) or 5.01(m) shall<br />

be deemed to have been delivered if such information, or one or more annual or quarterly reports<br />

containing such information, shall have been posted by the Administrative Agent on the Platform<br />

or shall be available on the website of the SEC at http://www.sec.gov or on the website of the<br />

Borrower (provided, in each case, that the Borrower has notified the Administrative Agent that<br />

such information is available on such website and, if requested by the Administrative Agent,<br />

CH\1416587.18<br />

96

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!