Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Parent or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms taken as a whole that are less favorable to Holdings or that Subsidiary, as the case may be, than those available at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) employment, compensation or indemnification arrangements for directors, consultants, officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) loans or advances to officers, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees), (e) the grant of options or similar rights to directors and employees of Holdings and its Subsidiaries, (f) payment of Subordinated Management Fees, Permitted Management Stock Repurchase Payments and other Restricted Junior Payments (or payments that would be Restricted Junior Payments but for the exceptions in the definition of such term) to the extent permitted by Section 6.5, (g) intercompany Indebtedness permitted by Section 6.1, and (h) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including any repurchase and redemption of stock transactions and the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Parent or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, Borrower on terms taken as a whole that materially are less favorable to Holdings Borrower or that Subsidiarysuch other Credit Party, as the case may be, than those available that might be obtained at the time from a Person who is not such a holder or Affiliatean Affiliate of Borrower; provided, the foregoing restriction shall not apply to (a) any transaction transactions among Credit Parties, or between Company a Credit Party and any Guarantor Subsidiaryanother Person that becomes a Credit Party as a result of such transaction; (b) reasonable and customary fees paid the issuance of stock or stock equivalents of Borrower to members the management of Borrower or the board of directors other Credit Parties pursuant to arrangements described in the following clause (or similar governing body) of Holdings and its Subsidiaries; c), (c) employment, compensation or indemnification arrangements for directors, consultants, officers and other employees of Holdings Borrower and its Subsidiaries the other Credit Parties entered into in the ordinary course of business; (d) loans or advances to officers, transactions with any Person which is an Affiliate of Borrower only by reason of such Person and Borrower having common directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees), ; (e) the grant payment of options or similar rights to directors customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Holdings Borrower and its Subsidiaries, the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and (f) payment of Subordinated Management Fees, Permitted Management Stock Repurchase Payments transactions pursuant to permitted agreements in existence on the Closing Date and other Restricted Junior Payments (or payments that would be Restricted Junior Payments but for the exceptions in the definition of such term) to the extent permitted by Section 6.5, (g) intercompany Indebtedness permitted by Section 6.1, and (h) transactions described in set forth on Schedule 6.126.10.

Transactions with Shareholders and Affiliates. No Except as set forth in Schedule 6.12, no Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% ten percent (10.0%) or more of any class of Capital Stock of Parent Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Holdings Company or of any such holder; provided, on however, that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms taken as a whole that of such transaction are not less favorable to Holdings Company or that Subsidiary, as the case may be, than those available that might be obtained at the time from a Person who is not such a holder or Affiliate; further, provided, that the foregoing restriction restrictions shall not apply to (a) any transaction between Company and any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Subsidiaries; (cb) employment, compensation or indemnification arrangements for directors, consultants, officers and other employees of Holdings Company and its Subsidiaries entered into in the ordinary course of business; (d) loans or advances to officers, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees), (e) the grant of options or similar rights to directors and employees of Holdings and its Subsidiaries, (f) payment of Subordinated Management Fees, Permitted Management Stock Repurchase Payments and other Restricted Junior Payments (or payments that would be Restricted Junior Payments but for the exceptions in the definition of such term) to the extent permitted by Section 6.5, (g) intercompany Indebtedness permitted by Section 6.1, and (hc) transactions described in Schedule 6.12. Company shall disclose in writing each transaction with any holder of ten percent (10.0%) or more of any class of Capital Stock of Company or any of its Subsidiaries (other than a Credit Party) or with any Affiliate of Company (other than a Credit Party) or of any such holder to Administrative Agent.

Transactions with Shareholders and Affiliates. No Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Parent or any of its Subsidiaries or with any Affiliate of Holdings the Borrower or of any such holder, holder on terms taken as a whole that are less favorable to Holdings the Borrower or that Subsidiary, as the case may be, than those available that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiaryor among (x) the Borrower and/or one or more Subsidiary Guarantors or (y) one or more Foreign Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) employment, compensation or indemnification arrangements (including severance) for directors, consultants, officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) loans or advances to officers, directors, consultants transactions permitted in Sections 6.01(o) and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees6.05(b), (c) and (d); (e) the grant of options or similar rights to directors and employees of Holdings and its Subsidiaries, transaction described on Schedule 6.12; (f) commercial transactions between or among the Borrower and/or one or more Subsidiaries in the ordinary course of business and consistent with past practices; (g) the payment of Subordinated fees and expenses relating to the Transaction, including Transaction Expenses, (h) payments due pursuant to the Management FeesAgreement, Permitted Management (i) equity issuances, repurchases, retirements or other acquisitions or retirements of Capital Stock Repurchase Payments of Holdings permitted under Section 6.05, (j) loans and other Restricted Junior Payments (or payments that would be Restricted Junior Payments but for transactions by the exceptions in the definition of such term) Loan Parties to the extent permitted by Section 6.5under this Article 6, (gk) intercompany Indebtedness permitted by Section 6.1the payment of customary fees, compensation, and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of the Loan Parties in the ordinary course of business to the extent attributable to the ownership or operation of the Loan Parties, (hl) transactions described pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.126.12 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; and (m) dividends, redemptions and repurchases permitted under Section 6.05.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, license, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Parent or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, either Borrower on terms that are materially less favorable, taken as a whole that are less favorable whole, to Holdings the applicable Borrower or that applicable Restricted Subsidiary, as the case may be, than those available at the time from that might be obtained in an arm’s length transaction with a Person who that is not such a holder or an Affiliate; provided, however, that the foregoing restriction shall not apply to (a) any transaction between Company either Borrower and any Guarantor Subsidiaryof their Restricted Subsidiaries in the ordinary course of business and consistent with past practice or any Restricted Subsidiary and any other Restricted Subsidiary in the ordinary course of business and consistent with past practice; (b) reasonable and customary fees and indemnifications paid to members of the board Management Board of directors (or similar governing body) of Holdings either Borrower and its their Restricted Subsidiaries; (c) employment, compensation or indemnification arrangements for directors, consultants, officers and other employees of Holdings either Borrower and its their Restricted Subsidiaries entered into in the ordinary course of business; (d) loans or advances to officers, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise Restricted Payments may be made on their behalf (including any payments on such guarantees), (e) the grant of options or similar rights to directors and employees of Holdings and its Subsidiaries, (f) payment of Subordinated Management Fees, Permitted Management Stock Repurchase Payments and other Restricted Junior Payments (or payments that would be Restricted Junior Payments but for the exceptions in the definition of such term) to the extent permitted by Section 6.5, 6.04; (ge) intercompany Indebtedness permitted by Section 6.1, and any transaction with an Affiliate where the only consideration paid is Equity Interests of Borrowers (hother than Disqualified Equity Interests); (f) transactions described in Schedule 6.126.09 hereto; (g) transactions that are otherwise expressly permitted by this Agreement; and (h) consummation of the Location Labs Acquisition.

Transactions with Shareholders and Affiliates. No Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more Affiliate of any class of Capital Stock of Parent or any of its Subsidiaries or with any Affiliate of Holdings Borrower or of any such holderholder (other than with a Loan Party), unless such transaction is on terms taken as a whole that are no less favorable to Holdings the applicable Borrower or that Subsidiary, as the case may be, than those available that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, provided the foregoing restriction shall not apply to (a) any transaction between Company the payment by Lead Borrower, and any Guarantor Subsidiary; (b) its Subsidiaries of reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries’ Boards of Directors, (b) the transfer of funds to Sponsor or any direct or indirect parent of Lead Borrower to enable such Person to pay administrative or legal fees otherwise payable by such Person on account of any Loan Party or its Subsidiaries and the payment and provision of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to officers; (c) employment, compensation or indemnification arrangements for directors, consultants, officers and other employees of Holdings Lead Borrower and its Subsidiaries entered into in the ordinary course of business; (d) loans or advances the payment of management fees to officers, directors, consultants and employees the extent otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees), hereunder; (e) the grant of options reasonable and commercially appropriate marketing incentives or similar rights to directors and employees of Holdings and its Subsidiariespromotional activities , (f) payment of Subordinated Management Fees, Permitted Management Stock Repurchase Payments and other Restricted Junior Payments (or payments that would be Restricted Junior Payments but for the exceptions in the definition of such term) to the extent permitted by Section 6.5, 6.03; and (g) intercompany Indebtedness Permitted Reorganizations, Investments made by any Loan Party or one of its Subsidiaries in or to another Loan Party or its Subsidiaries, in each case, as permitted by Section 6.16.05 and Indebtedness incurred by any Loan Party or its Subsidiaries to another Loan Party or its Subsidiaries, and (h) transactions described in Schedule 6.12each case, as permitted by Section 6.01.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Parent or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, Borrower on terms that are materially less favorable, taken as a whole that are less favorable (as determined in good faith by Borrower), to Holdings Borrower or that Restricted Subsidiary, as the case may be, than those available at the time from that might be obtained in an arm’s length transaction with a Person who that is not such a holder or an Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company Borrower and any Guarantor Subsidiaryor between or among Credit Parties or between or among Subsidiaries that are not Credit Parties; (b) reasonable and customary fees and indemnifications paid to members of the board Board of directors (or similar governing body) Directors of Holdings Borrower and its Restricted Subsidiaries; (c) employment, compensation or indemnification arrangements for directors, consultants, officers and other employees of Holdings Borrower and its Restricted Subsidiaries entered into in the ordinary course of business; (d) loans or advances to officers, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees), (e) the grant of options or similar rights to directors and employees of Holdings and its Subsidiaries, (f) payment of Subordinated Management Fees, Permitted Management Stock Repurchase Payments and other Restricted Junior Payments (or payments that would may be Restricted Junior Payments but for the exceptions in the definition of such term) made to the extent permitted by Section 6.56.04; (e) loans may be made and other transactions may be entered into by Borrower and its Restricted Subsidiaries to the extent permitted by Sections 6.01, 6.06 and 6.07; (f) any transaction with an Affiliate where the only consideration paid is Equity Interests of Borrower (other than Disqualified Equity Interests); and (g) intercompany Indebtedness permitted by Section 6.1, and (h) transactions described in Schedule 6.126.09.

Transactions with Shareholders and Affiliates. No Credit Party shallBorrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more Affiliate of any class of Capital Stock of Parent Credit Party; provided, however, that the Borrower and the Restricted Subsidiaries may enter into or any of its Subsidiaries or with any Affiliate of Holdings or of permit to exist any such holdertransaction if the terms of such transaction are not, on terms taken as a whole that are whole, less favorable in any material respect to Holdings Borrower or that any Restricted Subsidiary, as the case may be, than those available that might be obtained at the time in a comparable arm’s length transaction from a Person who is not such a holder or an Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) (i) any transaction between Company Credit Parties (other than Borrower) and any Guarantor Subsidiary(ii) transactions between or among Restricted Subsidiaries that are not Credit Parties; (b) transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any other Credit Document; (c) reasonable and customary fees paid to compensation arrangements for members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) employment, compensation or indemnification arrangements for directors, consultants), officers and other employees of Holdings each Credit Party (other than Borrower) and its Restricted Subsidiaries entered into in the ordinary course of business; (d) loans Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or advances to officers, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guaranteesb), (e) the grant of options or similar rights to directors and employees of Holdings and its Subsidiaries, Investments permitted by Section 6.07; (f) payment Permitted Stock Issuances; (g) the existence of, and the performance by any Credit Party of Subordinated Management Feesits obligations under the terms of, Permitted Management Stock Repurchase Payments any Organizational Document or security holders agreement (including any purchase agreement related thereto and other Restricted Junior Payments the Warrant) to which it is a party on the Closing Date and set forth on Schedule 6.12; (or h) payments that would be Restricted Junior Payments but for under the exceptions in the definition of such term) TCP Director Agreement to the extent permitted by Section 6.5, under the TCP Subordination Agreement; (gi) intercompany Indebtedness guarantees permitted by Section 6.16.01, and (hj) transactions described in Schedule 6.12the PSD Guarantee.

Transactions with Shareholders and Affiliates. No Credit Party Borrower shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more Affiliate of any class of Capital Stock of Parent Credit Party; provided, however, that the Borrowers and the Restricted Subsidiaries may enter into or any of its Subsidiaries or with any Affiliate of Holdings or of permit to exist any such holdertransaction if the terms of such transaction are not, on terms taken as a whole that are whole, less favorable in any material respect to Holdings such Borrower or that Restricted Subsidiary, as the case may be, than those available that might be obtained at the time in a comparable arm’s length transaction from a Person who is not such a holder or an Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) (i) any transaction between Company Credit Parties (other than Holdings) and any Guarantor Subsidiary(ii) transactions between or among Restricted Subsidiaries that are not Credit Parties; (b) transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any other Credit Document; (c) reasonable and customary fees paid to compensation arrangements for members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) employment, compensation or indemnification arrangements for directors, consultants), officers and other employees of Holdings each Credit Party (other than Holdings) and its Restricted Subsidiaries entered into in the ordinary course of business; (d) loans Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or advances to officers, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guaranteesb), (e) the grant of options or similar rights to directors and employees of Holdings and its Subsidiaries, Investments permitted by Section 6.07; (f) payment Permitted Stock Issuances; (g) the existence of, and the performance by any Credit Party (other than Holdings) of Subordinated Management Feesits obligations under the terms of, Permitted Management Stock Repurchase Payments any Organizational Document or security holders agreement (including any purchase agreement related thereto) to which it is a party on the Closing Date and other Restricted Junior Payments set forth on Schedule 6.12; (or h) payments that would be Restricted Junior Payments but for under the exceptions in the definition of such term) TCP Director Agreement to the extent permitted by Section 6.5, under the TCP Subordination Agreement; (gi) intercompany Indebtedness guarantees permitted by Section 6.1, 6.01; (j) the PSD Guarantee; and (hk) transactions described in Schedule 6.12the Warrant.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Parent or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, Borrower on terms taken as a whole that are materially less favorable to Holdings Borrower or that Subsidiary, as the case may be, than those available that might be obtained at the time from a Person who is not such a holder or an Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company Borrower and any Guarantor or Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Borrower and its Subsidiaries; (c) employment, compensation or indemnification arrangements for directors, consultants, officers and other employees of Holdings Borrower and its Subsidiaries entered into in the ordinary course of business; (d) loans or advances to officers, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees), the Subsidiary Integration Transactions; (e) license and development activities between the grant of options Borrower and any Subsidiary or similar rights to directors any Subsidiary with any other Subsidiary and employees of Holdings development activities between 3Com and its SubsidiariesSubsidiaries on the one hand, and Borrower and its Subsidiaries on the other hand, in each case to the extent such activities are in the ordinary course of business and consistent with past business practices; (f) payment of Subordinated Management Fees, Permitted Management Stock Repurchase Payments intercompany loans and other Restricted Junior Payments (or payments that would be Restricted Junior Payments but for the exceptions in the definition of such term) to the extent intercompany Investments otherwise permitted by Section 6.5Sections 6.1 and 6.6, respectively; and (g) intercompany Indebtedness permitted by Section 6.1, and (h) transactions described in Schedule 6.126.11.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Parent or any of its Subsidiaries or with any Affiliate of Holdings or the Partnership on terms, considered together with the terms of any all related and substantially concurrent transactions between such holderCredit Party and such Affiliate of the Partnership, on terms taken as a whole that are less favorable to Holdings such Credit Party or that Subsidiary, as the case may be, than those available that might be obtained at the time from a Person who is not such a holder or Affiliatean Affiliate of the Partnership in an arms’ length transaction; provided, the foregoing restriction shall not apply to (a) any transaction between Company Borrower and any Guarantor SubsidiaryGuarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings the Partnership and its Subsidiaries; (c) employment, compensation or indemnification arrangements for directors, consultants, officers and other employees of Holdings the Partnership and its Subsidiaries entered into in the ordinary course of business; (d) loans any issuance of Equity Interests of the Partnership or advances to officers, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees), of its Subsidiaries; (e) Restricted Junior Payments that do not violate the grant provisions of options or similar rights to directors and employees of Holdings and its Subsidiaries, Section 6.4; (f) payment transactions as of Subordinated Management Fees, Permitted Management Stock Repurchase Payments and other Restricted Junior Payments the Closing Date described in Schedule 6.10 (as such schedule may be amended by Borrower on or payments that would be Restricted Junior Payments but for before the exceptions in the definition of such termClosing Date) or any amendment thereto to the extent permitted by Section 6.5, such amendment is not adverse to the Lenders in any material respect; (g) intercompany Indebtedness permitted by Section 6.1, Permitted Project Undertakings and Permitted Equity Commitments; and (h) transactions described in Schedule 6.12Project Obligations and Permitted Acquisition Transactions entered into with any Affiliate of the Partnership, unless at the time entered into, only one Sponsor Controls the Partnership and Borrower.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% Affiliate; provided, however, that the Credit Parties and their Subsidiaries may enter into or more of any class of Capital Stock of Parent or any of its Subsidiaries or with any Affiliate of Holdings or of permit to exist any such holder, on transaction if both (a) Administrative Agent has consented thereto in writing prior to the consummation thereof and (b) the terms taken as a whole that of such transaction are not less favorable to Holdings any Credit Party or that Subsidiary, as the case may be, than those available that might be obtained at the time from a Person who is not such a holder or Affiliate; further, provided, that the foregoing restriction restrictions shall not apply to (ai) any transaction between Company the Companies and any Wholly-Owned Guarantor SubsidiarySubsidiary or any of them; (bii) reasonable and customary fees paid to members of the board Board of directors (Directors of any Credit Party or similar governing body) any of Holdings and its Subsidiaries; (ciii) employment, reasonable and customary compensation or indemnification arrangements for directors, consultants, officers and other employees of Holdings and any Credit Party or any of its Subsidiaries entered into in the ordinary course of business; (d) loans or advances to officers, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees), (eiv) the grant of options or similar rights to directors Specified IPO Transactions; (v) transactions described on Schedule 6.12; and employees of Holdings and its Subsidiaries, (fvi) payment of Subordinated Management Fees, Permitted Management Stock Repurchase Payments and other Restricted Junior Payments (or payments that would be Restricted Junior Payments but for the exceptions in the definition of such term) to the extent permitted by under Section 6.5. The Credit Parties shall disclose in writing each transaction with any Affiliate involving an amount in excess of $250,000 (other than the sale and service of boats at cost to officers, (gdirectors or employees) intercompany Indebtedness permitted by Section 6.1, and (h) transactions described in Schedule 6.12to Administrative Agent promptly after entering into such transaction.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder Affiliate of 10% or more of any class of Capital Stock of Parent NewPageHoldCo or any of its Subsidiaries or with any Affiliate of Holdings or of any such holderSubsidiaries, on terms taken as a whole that are less favorable to Holdings NewPageHoldCo or that Subsidiary, as the case may be, than those available that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company NewPageCo and any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings NewPageHoldCo and its Subsidiaries; (c) employment, compensation or indemnification arrangements for directors, consultants, officers and other employees of Holdings NewPageHoldCo and its Subsidiaries entered into in the ordinary course of business; (d) loans or advances to officers, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees), (e) the grant of options or similar rights to directors and employees of Holdings and its Subsidiaries, (f) payment of Subordinated Management Fees, Permitted Management Stock Repurchase Payments and other Restricted Junior Payments (or payments that would be Restricted Junior Payments but for the exceptions in the definition of such term) to the extent permitted by Section 6.5, (g) intercompany Indebtedness permitted by Section 6.1, and (h) transactions described in Schedule 6.12; (e) reimbursement of expenses on or about the Closing Date incurred by Sponsor or its Affiliates in connection with the Paper Business Acquisition; (f) the transactions pursuant to the Fiber Supply Agreements; (g) the transactions pursuant to the Transition Services Agreement; (h) the transactions pursuant to the Allocation and Services Agreement; and (i) transactions between NewPageHoldCo and such Affiliates that are expressly permitted by Sections 6.5 or 6.7.

Transactions with Shareholders and Affiliates. No Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Parent or any of its Subsidiaries or with any Affiliate of Holdings Borrower or of any such holder, unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms taken as a whole that are no less favorable to Holdings Borrower or that Subsidiary, as the case may be, than those available that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, provided the foregoing restriction shall not apply to (a) any transaction between Company the payment by Borrower and any Guarantor Subsidiaryits Subsidiaries of reasonable and customary fees, stock options and stock grants to members of its and its Subsidiaries’ Boards of Directors and the payment and provisions of reasonable compensation and benefits (including permitted incentive stock plans) to officers and employees; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) employment, compensation or indemnification arrangements for directors, consultants, officers and other employees of Holdings Borrower and its Subsidiaries entered into in the ordinary course of business; (d) loans or advances to officers, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees), (e) the grant of options or similar rights to directors and employees of Holdings and its Subsidiaries, (f) payment of Subordinated Management Fees, Permitted Management Stock Repurchase Payments and other Restricted Junior Payments (or payments that would be Restricted Junior Payments but for the exceptions in the definition of such term) to the extent permitted by Section 6.5, (g) intercompany Indebtedness permitted by Section 6.1, and (hc) transactions described in Schedule 6.126.11; (d) transactions pursuant to Section 6.06(f); (e) transactions between Borrower and any of its Subsidiaries, or between any such Subsidiaries; and (f) the lease between Chem Rx and 750 Xxxx Xxxxx xn accordance with the terms thereof.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Guarantor Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Parent or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, Borrower on terms taken as a whole that are less favorable to Holdings Borrower or that Subsidiary, as the case may be, than those available that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiaryor among Credit Parties; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Borrower and its Subsidiaries; (c) employment, compensation or indemnification arrangements for directors, consultants, officers and other employees of Holdings Borrower and its Subsidiaries entered into in the ordinary course of business; (d) loans any sale or advances to officers, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf issuance of Equity Interests (including any payments on such guarantees), other than Disqualified Equity Interests) of the Borrower; (e) the grant of options or similar rights to directors and employees of Holdings and its Subsidiaries, Restricted Junior Payments expressly permitted by Section 6.4; (f) payment of Subordinated Management Fees, Permitted Management Stock Repurchase Payments the transactions contemplated by the Intercreditor Agreement and other Restricted Junior Payments the Recapitalization Agreement (or payments that would be Restricted Junior Payments but for the exceptions as defined in the definition of such termIntercreditor Agreement) to as in effect on the extent permitted by Section 6.5, Closing Date; and (g) intercompany Indebtedness permitted by Section 6.1, and (h) transactions described in Schedule 6.126.11.

Transactions with Shareholders and Affiliates. No Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Parent or any of its Subsidiaries or with any Affiliate of Holdings or of any (other than other Loan Parties), unless such holdertransaction (i) has been disclosed to the Lenders, and (ii) is on terms taken as a whole that are no less favorable to Holdings or that Subsidiary, as the case may be, than those available that might be obtained at the time from a Person who is not such a holder or an Affiliate; provided, provided the foregoing restriction shall not apply to (a) any transaction between Company the payment by Holdings and any Guarantor Subsidiaryits Subsidiaries of reasonable and customary fees to members of its and its Subsidiaries’ Boards of Directors and the payment and provisions of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to officers; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) employment, compensation or indemnification arrangements for directors, consultants, officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (dc) loans or advances issuances of Capital Stock of Holdings to officersEquity Investors, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees), (e) the grant of options or similar rights to directors and employees management of Holdings and its Subsidiaries, (f) payment of Subordinated Management Fees, Permitted Management Stock Repurchase Payments and other Restricted Junior Payments (or payments that would be Restricted Junior Payments but for the exceptions in the definition of such term) Subsidiaries to the extent permitted by Section 6.5, under this Agreement; (g) intercompany Indebtedness permitted by Section 6.1, and (hd) transactions described in Schedule 6.126.12 and (e) expense reimbursements and indemnification payments made to Sponsor.

Transactions with Shareholders and Affiliates. No Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more Affiliate of any class of Capital Stock of Parent or any of its Subsidiaries or with any Affiliate of Holdings Borrower or of any such holderholder (other than with a Loan Party), unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms taken as a whole that are no less favorable to Holdings the applicable Borrower or that Subsidiary, as the case may be, than those available that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, provided the foregoing restriction shall not apply to (a) any transaction between Company the payment by Lead Borrower, and any Guarantor Subsidiary; (b) its Subsidiaries of reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries’ Boards of Directors, (b) the transfer of funds to Sponsor or any direct or indirect parent of Lead Borrower to enable such Person to pay administrative or legal fees otherwise payable by such Person on account of any Loan Party or its Subsidiaries and the payment and provision of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to officers; (c) employment, compensation or indemnification arrangements for directors, consultants, officers and other employees of Holdings Lead Borrower and its Subsidiaries entered into in the ordinary course of business; (d) loans or advances the payment of management fees to officers, directors, consultants and employees the extent otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees), hereunder; (e) the grant reasonable and commercially appropriate marketing incentives or promotional activities and (f) Permitted Reorganizations, Investments made by any Loan Party or one of options its Subsidiaries in or similar rights to directors and employees of Holdings and another Loan Party or its Subsidiaries, (f) payment of Subordinated Management Feesin each case, Permitted Management Stock Repurchase Payments and other Restricted Junior Payments (or payments that would be Restricted Junior Payments but for the exceptions in the definition of such term) to the extent as permitted by Section 6.56.05 and Indebtedness incurred by any Loan Party or its Subsidiaries to another Loan Party or its Subsidiaries, (g) intercompany Indebtedness in each case, as permitted by Section 6.1, and (h) transactions described in Schedule 6.126.01.