Exhibit 10.2 NewPage - Executed ABL Agreement
Exhibit 10.2 NewPage - Executed ABL Agreement
Exhibit 10.2 NewPage - Executed ABL Agreement
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
Collateral under such policies of insurance, with such insurance companies, in such amounts,<br />
with such deductibles, and covering such risks as are carried or maintained under similar<br />
circumstances by Persons of established reputation engaged in similar businesses. Each such<br />
policy of insurance shall (i) name Administrative Agent, for the benefit of the Secured Parties, as<br />
an additional insured thereunder as its interests may appear, (ii) in the case of each property<br />
insurance policy, contain a loss payable clause or endorsement, satisfactory in form and<br />
substance to Administrative Agent, that names Administrative Agent, for the benefit of the<br />
Secured Parties, as the loss payee thereunder and Credit Parties shall use commercially<br />
reasonable efforts to cause such endorsement to provide for at least thirty days’ prior written<br />
notice to the Administrative Agent of any modification or cancellation of such policy; provided<br />
that, in the event that such endorsement does not provide for such notice to the Administrative<br />
Agent, the Borrower shall provide for at least thirty days’ prior written notice to Administrative<br />
Agent of any modification or cancellation of such policy.<br />
SECTION 5.06 Books and Records; Inspections. Each Credit Party will, and will<br />
cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true<br />
and correct entries, in accordance with customary practices for Persons engaged in similar<br />
businesses, shall be made of all material financial dealings and transactions in relation to its<br />
business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit<br />
any authorized representatives designated by the Administrative Agent, Co-Collateral Agents<br />
(or, if an Event of Default has occurred and is continuing, any Lender) (including employees of<br />
the Administrative Agent or Co-Collateral Agents or any consultants, accountants, lawyers and<br />
appraisers retained by the Administrative Agent or the Co-Collateral Agents) to:<br />
(i) visit and inspect any of the properties of any Credit Party and any of its respective<br />
Subsidiaries, to conduct at the Credit Party’s premises, field examinations of the Credit Party’s<br />
assets, liabilities, books and records contemplated by Section 5.13 or Section 5.14, to inspect,<br />
copy and take extracts from its and their financial and accounting records; provided that in the<br />
case of an inspection (other than an inspection in connection with a field examination<br />
contemplated by Section 5.13 or inventory appraisal contemplated by Section 5.14 which<br />
inspections shall be subject to the limitations set forth in such Section 5.13 and 5.14,<br />
respectively) (a) unless an Event of Default has occurred and is continuing, the Credit Parties<br />
shall bear the expense of not more than one (1) such inspection in any Fiscal Year and (b) the<br />
Credit Parties and the Administrative Agent (or, as applicable, the Lender) shall each cooperate<br />
so that such inspection does not materially disrupt the normal operations of the Credit Parties and<br />
their respective Subsidiaries; and<br />
(ii) discuss its and their affairs, finances and accounts with its and their officers and<br />
independent public accountants, upon reasonable notice and at such reasonable times during<br />
normal business hours and as often as may reasonably be requested.<br />
Notwithstanding the foregoing, neither the Credit Parties nor their respective Subsidiaries shall<br />
have any obligation to disclose (1) materials that are subject to attorney-client privilege or<br />
attorney work product or (2) materials the disclosure of which would violate any confidentiality<br />
obligations of any Credit Party or any such Subsidiary entered into in the ordinary course of<br />
business. The Credit Parties acknowledge that the Administrative Agent, after exercising its<br />
CH\1416587.18<br />
98