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 Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those 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 Borrower 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) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) transactions with one or more Securitization Subsidiaries in connection with a Permitted Securitization; (f) Restricted Junior Payments permitted pursuant to Section 6.4; and (g) Investments permitted pursuant to Section 6.6. Notwithstanding anything in the foregoing to the contrary, no Dutch Credit Party shall guarantee the obligations of any Person (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (or similar arrangements in other jurisdictions).

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 Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliatearm’s length; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower and any Guarantor Subsidiaryor between two or more Guarantors; (b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation arrangements arrangements, indemnities and reimbursement of expenses for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) Restricted Junior Payments permitted under Section 6.4; (e) transactions entered into pursuant to and in compliance with the Supply Agreement; (f) any transactions between Holdings or any of its Subsidiaries and Boise Cascade, L.L.C. or any of its Subsidiaries pursuant to the Acquisition Agreement and any documents related thereto; and (g) transactions described in Schedule 6.11; (e) transactions with one or more Securitization Subsidiaries in connection with a Permitted Securitization; (f) Restricted Junior Payments permitted pursuant to Section 6.4; and (g) Investments permitted pursuant to Section 6.6. Notwithstanding anything in the foregoing to the contrary, no Dutch Credit Party shall guarantee the obligations of any Person (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (or similar arrangements in other jurisdictions).

Transactions with Shareholders and Affiliates. No Credit Party shallThe Borrower shall not, nor and shall it not 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 serviceservice or the making of any intercompany loan) with any Affiliate of Holdings on the Borrower or any of its Subsidiaries that has terms that are less favorable to Holdings the Borrower or that such Subsidiary, as the case may be, than those 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, provided the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor Subsidiaryits Subsidiaries or between such Subsidiaries to the extent otherwise permitted hereunder; (b) reasonable and customary fees paid to members of the any board of directors (or similar governing body) of Holdings and the Borrower or any of its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings the Borrower and its Subsidiaries entered into in the ordinary course of business; (d) transactions described in on Schedule 6.116.10; and (e) transactions with one or more Securitization Subsidiaries in connection with a Permitted Securitization; (f) Restricted Junior Payments Qualified Receivables Transactions permitted pursuant to Section 6.4; and (g) Investments permitted pursuant to Section 6.6. Notwithstanding anything in the foregoing to the contrary, no Dutch Credit Party shall guarantee the obligations of any Person (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (or similar arrangements in other jurisdictions)under this Agreement.

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 Affiliate of Holdings (other than other Loan Parties), unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that are no less favorable to Holdings or that Subsidiary, as the case may be, than those 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 Borrower the payment by Holdings 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 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; (cb) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (c) issuances of Capital Stock of Holdings to Equity Investors, directors and management of Holdings and its Subsidiaries to the extent permitted under this Agreement; (d) transactions described in Schedule 6.116.12; and (e) transactions with one or more Securitization Subsidiaries in connection with a Permitted Securitization; (f) Restricted Junior Payments permitted pursuant expense reimbursements and indemnification payments made to Section 6.4; and (g) Investments permitted pursuant to Section 6.6. Notwithstanding anything in the foregoing to the contrary, no Dutch Credit Party shall guarantee the obligations of any Person (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (or similar arrangements in other jurisdictions)Sponsor.

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 Investment Fund or Affiliate of Holdings Borrower on terms that are less favorable to Holdings Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder an Investment Fund or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower and any 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) compensation arrangements for officers and other employees of Holdings Borrower and its Subsidiaries entered into in the ordinary course of business; (d) any transaction between Borrower or any of its Subsidiaries and any Investment Fund in the ordinary course of business and to the extent such transaction is reasonably consistent with past practices of Borrower and its Subsidiaries; and (e) transactions described in Schedule 6.11; (e) transactions with one or more Securitization Subsidiaries in connection with a Permitted Securitization; (f) Restricted Junior Payments permitted pursuant to Section 6.4; and (g) Investments permitted pursuant to Section 6.6. Notwithstanding anything in the foregoing to the contrary, no Dutch Credit Party shall guarantee the obligations of any Person (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (or similar arrangements in other jurisdictions).

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 Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those 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 Borrower and any Guarantor SubsidiarySubsidiary or between Subsidiaries of the Borrower; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) transactions with one or more Securitization Subsidiaries in connection with a Permitted Securitization; (f) Restricted Junior Payments permitted pursuant to Section 6.46.4 and transactions described in Schedule 6.9; (e) transactions entered into during a Suspension Period; or (f) the existence of, and (g) Investments permitted pursuant to Section 6.6. Notwithstanding anything in the foregoing to the contrary, no Dutch performance by any Credit Party shall guarantee of its obligations under the obligations of terms of, any Person limited liability company, limited partnership or other Organizational Document or securityholders agreement (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (including any registration rights agreement or similar arrangements in other jurisdictionspurchase agreement related thereto).

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 Affiliate of Holdings NewPageHoldCo or any of its Subsidiaries, on terms that are less favorable to Holdings NewPageHoldCo or that Subsidiary, as the case may be, than those 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 Borrower 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) compensation arrangements for officers and other employees of Holdings NewPageHoldCo and its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.116.12; (e) transactions with one reimbursement of expenses on or more Securitization Subsidiaries about the Closing Date incurred by Sponsor or its Affiliates in connection with a Permitted Securitizationthe Stora Enso Acquisition and any other Closing Date Related Transactions; and (f) Restricted Junior Payments transactions between NewPageHoldCo and such Affiliates that are expressly permitted pursuant to Section 6.4; and (g) Investments permitted pursuant to Section 6.6. Notwithstanding anything in the foregoing to the contrary, no Dutch Credit Party shall guarantee the obligations of any Person (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (by Sections 6.5 or similar arrangements in other jurisdictions)6.7.

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 Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; providedPROVIDED, the foregoing restriction shall not apply to (a) any transaction between Borrower 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) fees payable under the Management Agreement; (d) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (de) Indebtedness to members of management in connection with management stock repurchases permitted under Section 6.1(m) and (e) transactions described in Schedule 6.11; (e) transactions with one or more Securitization Subsidiaries in connection with a Permitted Securitization; (f) Restricted Junior Payments permitted pursuant to Section 6.4; and (g) Investments permitted pursuant to Section 6.6. Notwithstanding anything in the foregoing to the contrary, no Dutch Credit Party shall guarantee the obligations of any Person (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (or similar arrangements in other jurisdictions)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 the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those 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 Borrower 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) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of businessbusiness or pursuant to the Plan of Reorganization; (d) transactions described in Schedule 6.11; (e) transactions with one or more Securitization Subsidiaries in connection with a Permitted Securitization; (f) the Kwinana Investment; (g) Restricted Junior Payments permitted pursuant to Section 6.4; and (gh) Investments permitted pursuant to Section 6.6. Notwithstanding anything in ; (i) transactions contemplated by the foregoing to Plan of Reorganization and (j) the contrary, no Dutch Credit Party shall guarantee the obligations of any Person (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (or similar arrangements in other jurisdictions)Permitted 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 Affiliate of Holdings NewPageHoldCo or any of its Subsidiaries, on terms that are less favorable to Holdings NewPageHoldCo or that Subsidiary, as the case may be, than those 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 Borrower 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) compensation arrangements for officers and other employees of Holdings NewPageHoldCo and its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.116.12; (e) transactions with one reimbursement of expenses on or more Securitization Subsidiaries about the Closing Date incurred by Sponsor or its Affiliates in connection with a Permitted Securitizationthe Paper Business Acquisition; (f) Restricted Junior Payments permitted the transactions pursuant to Section 6.4the Fiber Supply Agreements; (g) the transactions pursuant to the Transition Services Agreement; (h) the transactions pursuant to the Allocation and Services Agreement; and (gi) Investments transactions between NewPageHoldCo and such Affiliates that are expressly permitted pursuant to Section 6.6. Notwithstanding anything in the foregoing to the contrary, no Dutch Credit Party shall guarantee the obligations of any Person (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (by Sections 6.5 or similar arrangements in other jurisdictions)6.7.

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 Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those 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 Borrower 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) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of businessbusiness or pursuant to the Plan of Reorganization; (d) transactions described in Schedule 6.11; (e) transactions with one or more Securitization Subsidiaries in connection with a Permitted Securitization; (f) the Kwinana Investment; (g) Restricted Junior Payments permitted pursuant to Section 6.4; and (gh) Investments permitted pursuant to Section 6.6. Notwithstanding anything in ; and (i) transactions contemplated by the foregoing to the contrary, no Dutch Credit Party shall guarantee the obligations Plan of any Person (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (or similar arrangements in other jurisdictions)Reorganization.

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 Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those 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 Borrower the 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) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) transactions described payment of or on account of the Management Fee or similar fees payable to the Sponsor pursuant to the Management Agreement in Schedule 6.11each case made in accordance with Section 6.5(e); (e) transactions with one or more Securitization Subsidiaries described in connection with a Permitted Securitization; Schedule 6.12 and (f) Restricted Junior Payments transactions permitted pursuant to Section 6.4; and under Sections 6.1(g), (m)(ii), (p), Sections 6.5(c), (f), (g) Investments permitted pursuant to Section 6.6and (h) and Sections 6.7(d), (f), (j) and (l). Notwithstanding anything in the foregoing to the contrary, no Dutch Credit Party shall guarantee the obligations of any Person (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (or similar arrangements in other jurisdictions).101 CREDIT AND GUARANTY AGREEMENT EXECUTION

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 Affiliate of Holdings Borrower on terms that are less favorable to Holdings Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or an Affiliate; provided, provided that the foregoing restriction shall not apply to (a) any transaction between Borrower and any 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) compensation arrangements for officers and other employees of Holdings Borrower and its Subsidiaries entered into in the ordinary course of businessbusiness or pursuant to the Plan of Reorganization; (d) transactions described in Schedule 6.116.10; (e) transactions with one or more Securitization Subsidiaries in connection with a Permitted Securitization; (f) Restricted Junior Payments permitted pursuant to Section 6.4; and (gf) Investments permitted pursuant to Section 6.6. Notwithstanding anything in ; and (g) transactions contemplated by the foregoing to the contrary, no Dutch Credit Party shall guarantee the obligations Plan of any Person (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (or similar arrangements in other jurisdictions)Reorganization.

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 Affiliate of Holdings Borrower on terms that are less favorable to Holdings Borrower or that Subsidiary, as the case may be, than those 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 Borrower 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) compensation arrangements for officers and other employees of Holdings Borrower and its Subsidiaries entered into in the ordinary course of business; (d) any sale or issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower; (e) Restricted Junior Payments expressly permitted by Section 6.4; (f) the transactions contemplated by the Intercreditor Agreement and the Recapitalization Agreement (as defined in the Intercreditor Agreement) as in effect on the Closing Date; and (g) transactions described in Schedule 6.11; (e) transactions with one or more Securitization Subsidiaries in connection with a Permitted Securitization; (f) Restricted Junior Payments permitted pursuant to Section 6.4; and (g) Investments permitted pursuant to Section 6.6. Notwithstanding anything in the foregoing to the contrary, no Dutch Credit Party shall guarantee the obligations of any Person (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (or similar arrangements in other jurisdictions).