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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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(iii) as soon as practicable following the sending or receipt thereof by Holdings<br />

or any of its Subsidiaries, a copy of any and all material written communications, but with<br />

respect to privileged communications shall provide only such portion of that material that is not<br />

subject to any applicable privilege (including without limitation any final data collected or<br />

samples taken), with respect to (1) any Environmental Claims that, individually or in the<br />

aggregate, could reasonably be expected to give rise to a Material Adverse Effect, (2) any<br />

Release by Holdings or any of its subsidiaries required to be reported to any Governmental<br />

Authority under any applicable Environmental Laws, and (3) any request for information from<br />

any Governmental Authority that indicates such Governmental Authority is investigating<br />

whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous<br />

Materials Activity that could reasonably be expected to result in costs to Holdings or any of its<br />

subsidiaries in excess of $10,000,000; and<br />

(iv) except to the extent set forth in the Financial Plan for the applicable Fiscal<br />

Year, prompt written notice describing in reasonable detail (1) any proposed acquisition of stock,<br />

assets, or property by Holdings or any of its Subsidiaries that could reasonably be expected to<br />

(A) expose Holdings or any of its Subsidiaries to, or result in, Environmental Claims that could<br />

reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or<br />

(B) adversely and materially affect the ability of Holdings or any of its Subsidiaries to maintain<br />

in full force and effect all material Governmental Authorizations required under any<br />

Environmental Laws for their respective operations and (2) any proposed action to be taken by<br />

Holdings or any of its Subsidiaries to modify current operations in a manner that could<br />

reasonably be expected to subject Holdings or any of its Subsidiaries to any additional material<br />

obligations or requirements under any Environmental Laws that could reasonably be expected to<br />

result in costs to Holdings or any of its subsidiaries in excess of $10,000,000.<br />

(b) Hazardous Materials Activities, Etc. Each Credit Party shall promptly<br />

take, and shall cause each of its Subsidiaries promptly to take, any and all actions necessary to (i)<br />

cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries that<br />

could reasonably be expected to have, individually or in the aggregate, a Material Adverse<br />

Effect, and (ii) make an appropriate response to any Environmental Claim against such Credit<br />

Party or any of its Subsidiaries and discharge any obligations it may have to any Person as a<br />

result of such Environmental Claim where failure to do so could reasonably be expected to have,<br />

individually or in the aggregate, a Material Adverse Effect; provided, however, that nothing<br />

herein shall be construed to preclude any Credit Party or its subsidiaries from contesting or<br />

challenging such Environmental Claim.<br />

SECTION 5.10 Subsidiaries. In the event that any Person becomes a Domestic<br />

Subsidiary or a Foreign Pass-Through Subsidiary of Borrower (other than an Immaterial<br />

Subsidiary or an Unrestricted Subsidiary) or any Unrestricted Subsidiary is converted into a<br />

Restricted Subsidiary that is a Domestic Subsidiary or Foreign Pass-Through Subsidiary (other<br />

than an Immaterial Subsidiary), in each case, after the Effective Date, Borrower shall<br />

(a) promptly cause such Domestic Subsidiary or Foreign Pass-Through Subsidiary to become a<br />

Guarantor hereunder and a Grantor under the Pledge and Security <strong>Agreement</strong> by executing and<br />

delivering to Administrative Agent a Joinder <strong>Agreement</strong>, and (b) take all such actions and<br />

execute and deliver, or cause to be executed and delivered, all such documents, instruments,<br />

agreements, and certificates reasonably requested by Administrative Agent, in each case, to the<br />

CH\1416587.18<br />

100

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