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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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(f) Status of Lenders. (i) Any Lender that is entitled to an exemption from, or<br />

reduction of, any applicable withholding Tax with respect to any payments under this <strong>Agreement</strong><br />

shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably<br />

requested by the Borrower or the Administrative Agent, such properly completed and executed<br />

documentation reasonably requested by the Borrower or the Administrative Agent as will permit<br />

such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender,<br />

if requested by the Borrower or the Administrative Agent, shall deliver such other documentation<br />

prescribed by law or reasonably requested by the Borrower or the Administrative Agent as will<br />

enable the Borrower or the Administrative Agent to determine whether or not such Lender is<br />

subject to any withholding (including backup withholding) or information reporting<br />

requirements. Notwithstanding anything to the contrary in the preceding two sentences, the<br />

completion, execution and submission of such documentation (other than such documentation set<br />

forth in Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s<br />

judgment such completion, execution or submission would subject such Lender to any material<br />

unreimbursed cost or expense or would materially prejudice the legal or commercial position of<br />

such Lender. Upon the reasonable request of the Borrower or the Administrative Agent, any<br />

Lender shall update any form or certification previously delivered pursuant to this<br />

Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires<br />

or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall<br />

promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy)<br />

notify the Borrower and the Administrative Agent in writing of such expiration, obsolescence or<br />

inaccuracy and update the form or certification if it is legally eligible to do so.<br />

(ii) Without limiting the generality of the foregoing, if the Borrower is a<br />

U.S. Person, any Lender with respect to the Borrower shall, if it is legally eligible to do<br />

so, deliver to the Borrower and the Administrative Agent (in such number of copies<br />

reasonably requested by the Borrower and the Administrative Agent) on or prior to the<br />

date on which such Lender becomes a party hereto, duly completed and executed copies<br />

of whichever of the following is applicable:<br />

(A) in the case of a Lender that is a U.S. Person,<br />

IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup<br />

withholding tax;<br />

(B) in the case of a Non-U.S. Lender claiming the<br />

benefits of an income tax treaty to which the United States is a party (1) with respect to<br />

payments of interest under this <strong>Agreement</strong>, IRS Form W-8BEN establishing an<br />

exemption from, or reduction of, U.S. Federal withholding tax pursuant to the “interest”<br />

article of such tax treaty and (2) with respect to any other applicable payments under this<br />

<strong>Agreement</strong>, IRS Form W-8BEN establishing an exemption from, or reduction of,<br />

U.S. Federal withholding tax pursuant to the “business profits” or “other income” article<br />

of such tax treaty;<br />

(C) in the case of a Non-U.S. Lender for whom<br />

payments under this <strong>Agreement</strong> constitute income that is effectively connected with such<br />

Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI;<br />

CH\1416587.18<br />

65

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