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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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shall have provided hard copies to the Administrative Agent). Information required to be<br />

delivered pursuant to this Section 5.01 may also be delivered by electronic communications<br />

pursuant to procedures approved by the Administrative Agent. Each Lender shall be solely<br />

responsible for timely accessing posted documents and maintaining its copies of such<br />

documents.<br />

SECTION 5.02 Existence. Except as otherwise permitted under Section 6.07, each<br />

Credit Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full<br />

force and effect its legal existence and take all reasonable action to preserve all rights and<br />

franchises, licenses and permits material to its business; provided, no Credit Party (other than<br />

Borrower or a Borrowing Base Guarantor with respect to existence) or any of its Subsidiaries<br />

shall be required to preserve any such existence, right or franchise, licenses and permits if (a)<br />

such Person’s board of directors (or similar governing body) shall determine that the<br />

preservation thereof is no longer desirable in the conduct of the business of such Person or<br />

(b) with respect to any Immaterial Subsidiary, the failure to do so could not reasonably be<br />

expected to have a Material Adverse Effect.<br />

SECTION 5.03 Payment of Taxes. Each Credit Party will, and will cause each of<br />

its Subsidiaries and Unrestricted Subsidiaries to, pay all Taxes imposed upon it or any of its<br />

properties or assets or in respect of any of its income, businesses or franchises before any penalty<br />

or fine accrues thereon; provided, no such Tax need be paid if it is being contested in good faith<br />

by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate<br />

reserve or other appropriate provision, as shall be required in conformity with GAAP shall have<br />

been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien<br />

against any of the Collateral, such contest proceedings conclusively operate to stay the sale of<br />

any portion of the Collateral to satisfy such Tax or claim. No Credit Party will, nor will it permit<br />

any of its Subsidiaries and Unrestricted Subsidiaries to, file or consent to the filing of any<br />

consolidated income Tax return with any Person (other than Holdings or any of its Subsidiaries<br />

and Unrestricted Subsidiaries).<br />

SECTION 5.04 Maintenance of Properties. Each Credit Party will, and will cause<br />

each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and<br />

condition, ordinary wear and tear excepted, all material properties used or useful in the business<br />

of Holdings and its Subsidiaries and from time to time will make or cause to be made all<br />

appropriate repairs, renewals and replacements thereof.<br />

SECTION 5.05 Insurance. Holdings will maintain or cause to be maintained, with<br />

financially sound and reputable insurers, such insurance with respect to liabilities, losses or<br />

damage in respect of the assets, properties and businesses of Holdings and its Subsidiaries as<br />

may customarily be carried or maintained under similar circumstances by Persons of established<br />

reputation engaged in similar businesses operating in similar locations, in each case in such<br />

amounts (giving effect to self-insurance), with such deductibles, covering such risks and<br />

otherwise on such terms and conditions as shall be customary for such Persons. Without limiting<br />

the generality of the foregoing, Holdings will maintain or cause to be maintained (a) flood<br />

insurance with respect to each Flood Hazard Property that is located in a community that<br />

participates in the National Flood Program, in each case in compliance with any applicable<br />

regulations of the Board of Governors, and (b) replacement value property insurance on the<br />

CH\1416587.18<br />

97

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