Common use of Capital Stock and Ownership Clause in Contracts

Capital Stock and Ownership. The Capital Stock of each of Borrower and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.02 and other than the Warrants, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Capital Stock of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Borrower or any of its Subsidiaries. Schedule 4.02 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Transaction.

Capital Stock and Ownership. The Capital Stock of each of Borrower NewPageHoldCo and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.02 and other than the Warrants4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower NewPageHoldCo or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Borrower NewPageHoldCo or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower NewPageHoldCo or any of its Subsidiaries of any additional membership interests or other Capital Stock of Borrower NewPageHoldCo or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Borrower NewPageHoldCo or any of its Subsidiaries. Schedule 4.02 4.2 correctly sets forth the ownership interest of Borrower NewPageHoldCo and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the TransactionPaper Business Acquisition.

Capital Stock and Ownership. The Capital Stock of each of Lead Borrower and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.02 and other than the Warrants4.02, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which Lead Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Lead Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Lead Borrower or any of its Subsidiaries of any additional membership interests or other Capital Stock of Lead Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Lead Borrower or any of its Subsidiaries. Schedule 4.02 correctly sets forth the ownership interest of Lead Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Transaction.

Capital Stock and Ownership. The Capital Stock of Borrower and each of Borrower and its Subsidiaries has been duly authorized and validly issued and is fully paid and and, in the case of Capital Stock evidencing corporate interests, non-assessable. Except as set forth on Schedule 4.02 and other than the Warrants4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Capital Stock of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Borrower or any of its Subsidiaries. Schedule 4.02 4.2 correctly sets forth the capital structure of Borrower and the ownership interest of Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the TransactionDate.

Capital Stock and Ownership. The Capital Stock of each of Borrower and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.02 and other than the Warrants4.02, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which any Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of any Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by any Borrower or any of its Subsidiaries of any additional membership interests or other Capital Stock of any Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of any Borrower or any of its Subsidiaries. Schedule 4.02 correctly sets forth the ownership interest of Borrower Borrowers and each of its their Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the TransactionTransactions.

Capital Stock and Ownership. The Capital Stock of each of the Borrower and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.02 and other than the Warrants4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of the Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by the Borrower or any of its Subsidiaries of any additional membership interests or other Capital Stock of the Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of the Borrower or any of its Subsidiaries. Schedule 4.02 Schedules 4.1 and 4.2 correctly sets set forth the ownership interest of the Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the TransactionDate.

Capital Stock and Ownership. The Capital Stock of each of the Borrower and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.02 and other than the Warrants4.2, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of the Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by the Borrower or any of its Subsidiaries of any additional membership interests or other Capital Stock of the Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of the Borrower or any of its Subsidiaries. Schedule 4.02 4.2 correctly sets forth the ownership interest of the Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the TransactionDate.

Capital Stock and Ownership. The Capital Stock of each of Borrower and its Subsidiaries has been duly authorized and validly issued and and, if applicable, is fully paid and non-assessable. Except as set forth on Schedule 4.02 and other than the Warrants4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Capital Stock of Borrower or any of its Subsidiaries or other Securities securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Borrower or any of its Subsidiaries. Schedule 4.02 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the TransactionSubsidiaries.

Capital Stock and Ownership. The Capital Stock of each of Borrower Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessableassessable (to the extent such concept is relevant but excluding an unlimited liability company). Except as set forth on Schedule 4.02 and other than the Warrants4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Borrower Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Borrower Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Borrower Holdings or any of its Subsidiaries. Schedule 4.02 4.2 correctly sets forth the ownership interest of Borrower and Holdings or each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Transactionborrowings under this Agreement.

Capital Stock and Ownership. The Capital Stock of each of Borrower and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.02 and other than the Warrants4.2, as of the Closing Datedate hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Capital Stock of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Borrower or any of its Subsidiaries. Schedule 4.02 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Transactiondate hereof.