Common use of Activities of Parent Clause in Contracts

Activities of Parent. The Parent shall engage in any business, operations or activities other than: (i) (A) holding all of the Capital Stock of the Original Borrower, Newco and The Xxxxxxx Corporation, a Delaware corporation, Abitibi-Consolidated Inc. or any of its subsidiaries; (B) holding certain preferred Capital Stock of Bowater Canadian Holdings Incorporated, a company organized under the laws of Nova Scotia, so long as promptly upon receipt thereof, the Parent either (1) distributes such Capital Stock to the Original Borrower in connection with the Newco Transactions, (2) distributes such Capital Stock to another Credit Party or (3) pledges such Capital Stock as collateral support for the Obligations in accordance with the Collateral Agreement, (C) the employment of management and (D) activities reasonably complimentary and related to the foregoing (including, without limitation, investments in the Borrower); (ii) guaranteeing the Obligations in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to the Parent Guaranty Agreement; (iii) guaranteeing or otherwise being obligated with respect to Indebtedness incurred pursuant to Section 10.1(m) so long as (A) such guaranty obligation or Indebtedness is unsecured (provided, that in no event shall any such guaranty obligation or other Indebtedness restrict, limit or otherwise encumber the ability of the Parent to make distributions, advances or otherwise invest in the Borrower) and (B) the Parent has executed and delivered the Parent Guaranty Agreement; (iv) granting a security interest in its assets and properties (other than (A) the Capital Stock of the Borrower or (B) in connection with the Indebtedness permitted pursuant to the foregoing clause (iii) and the following clause (viii)); provided that (x) the Administrative Agent is given a Lien on such assets and properties that is prior to such other Lien, or (y) to the extent that a Lien is granted in the stock of Abitibi-Consolidated Inc., then the Administrative Agent shall be granted a Lien in the stock of the Original Borrower; (v) granting a security interest in the Capital Stock of the Borrower in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, to secure the Obligations; (vi) engaging in non-revenue generating activities reasonably related to restructuring of the Subsidiaries of the Parent; provided, that in the case of any restructuring involving the Credit Parties or the Canadian Credit Parties, the Administrative Agent and the Canadian Administrative Agent shall have received (A) an organizational chart of the Parent and its Subsidiaries after giving effect thereto and (B) a final summary of the steps involved in any such restructuring; (vii) guaranteeing obligations of Subsidiaries of the Parent or of the Abitibi Entities to the extent that such obligations are unsecured, relate to indemnification obligations with respect to asset sales or trade obligations incurred in the ordinary course of business and do not constitute Indebtedness of such Subsidiary or of such Abitibi Entity; and (viii) to the extent not otherwise permitted hereunder and so long as the Borrower shall have complied with the requirements set forth in Section 8.10(e)(i) and (ii)(A) of this Agreement and Section 8.10(e)(i) of the Canadian Credit Agreement, incurring unsecured Indebtedness; provided, that: (A) the Administrative Agent and the Canadian Administrative Agent shall have received reasonably satisfactory written evidence that the Borrower and its Subsidiaries would be in compliance with the covenants set forth in Article IX and Section 11.1(o)(ix) on a pro forma basis after giving effect to such Indebtedness; (B) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Indebtedness; (C) no portion of such Indebtedness of the Parent may be recourse to any Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (m)) or any Canadian Credit Party (it being understood and agreed that no Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (m) or Canadian Credit Party shall have any obligation whatsoever to repay such Indebtedness or any other obligation related thereto); (D) [Intentionally Omitted]; (E) the Parent may not cancel, forgive or make any payment (other than regularly scheduled interest payments) or prepayments on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, but excluding payments at the scheduled maturity thereof) any such Indebtedness; provided, that the Parent may pay a cash settlement of any convertible Indebtedness so long as on the date of any such payment and after giving effect thereto: (1) no Default or Event of Default shall have occurred and be continuing; (2) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (3) the Aggregate Credit Exposure shall not exceed $100,000,000; and (4) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; (F) except to the extent such Indebtedness is guaranteed by a Credit Party (and therefore subject to Section 10.1(d) or (m)), the proceeds of such Indebtedness are used solely for working capital and general corporate purposes of, or to repay outstanding Indebtedness of, the Parent and its Subsidiaries or any Abitibi Entity; and (ix) holding a cash balance in the deposit, securities and other investment accounts of the Parent as of the end of any Business Day in excess of $25,000,000, unless the amount of such balance that is in excess of $25,000,000 is as promptly as possible, but in no event later than one (1) Business Day, invested in the Borrower.

Activities of Parent. The Parent shall engage in any business, operations or activities other than: (i) (A) holding all of the Capital Stock of the Original U.S. Borrower, Newco and The each New U.S. Borrower, the Xxxxxxx CorporationCorp., a Delaware corporation, corporation (or an intermediate holding company that owns the Capital Stock of the Xxxxxxx Corp.) and Abitibi-Consolidated Inc. or any of its subsidiaries; , (B) holding certain preferred Capital Stock of Bowater Canadian Holdings Incorporated, a company organized under the laws of Nova Scotia, so long as promptly upon receipt thereof, the Parent either (1) distributes such Capital Stock to the Original Borrower in connection with the Newco TransactionsU.S. Borrower, (2) distributes such Capital Stock to another U.S. Credit Party or (3) pledges such Capital Stock as collateral support for the U.S. Obligations in accordance with the U.S. Collateral Agreement, (C) the employment of management and (D) activities reasonably complimentary and related to the foregoing (including, without limitation, investments in the U.S. Borrower); (ii) guaranteeing the U.S. Obligations in favor of the U.S. Administrative Agent, for the ratable benefit of the U.S. Secured Parties, pursuant to the U.S. Parent Guaranty Agreement; (iii) guaranteeing or otherwise being obligated with respect to Indebtedness incurred pursuant to Section 10.1(m) so long as (A) such guaranty obligation or Indebtedness is unsecured (provided, that in no event shall any such guaranty obligation or other Indebtedness restrict, limit or otherwise encumber the ability of the Parent to make distributions, advances or otherwise invest in the Borrower) and (B) the Parent has executed and delivered the Parent Guaranty Agreement[Intentionally Omitted]; (iv) granting a security interest in its assets and properties (other than (A) the Capital Stock of the U.S. Borrower or (B) in connection with the Indebtedness permitted pursuant to the foregoing clause (iii) and the following clause (viii)); provided that (x) the U.S. Administrative Agent is given a Lien on such assets and properties that is prior to such other Lien, Lien or (y) to the extent that a Lien is granted in the stock of Abitibi-Consolidated Inc., then the U.S. Administrative Agent shall be granted a Lien in the stock of the Original U.S. Borrower; (v) granting a security interest in the Capital Stock of the U.S. Borrower in favor of the U.S. Administrative Agent, for the ratable benefit of the U.S. Secured Parties, to secure the U.S. Obligations; (vi) engaging in non-revenue generating activities reasonably related to restructuring of the Subsidiaries of the Parent; provided, that in the case of any restructuring involving the Credit Parties or the Canadian U.S. Credit Parties, the Administrative Agent and the Canadian U.S. Administrative Agent shall have received (A) an organizational chart of the Parent and its Subsidiaries after giving effect thereto and (B) a final summary of the steps involved in any such restructuring; (vii) guaranteeing obligations of Subsidiaries of the Parent or of the Abitibi Entities to the extent that such obligations are unsecured, relate to indemnification obligations with respect to asset sales or trade obligations incurred in the ordinary course of business and do not constitute Indebtedness of such Subsidiary or of such Abitibi Entity; and (viii) to the extent not otherwise permitted hereunder and so long as the Borrower shall have complied with the requirements set forth in Section 8.10(e)(i) and (ii)(A) of this Agreement and Section 8.10(e)(i) of the Canadian Credit Agreement, incurring unsecured Indebtedness; provided, that: (A) the Administrative Agent and the Canadian Administrative Agent shall have received reasonably satisfactory written evidence that the Borrower and its Subsidiaries would be in compliance with the covenants set forth in Article IX and Section 11.1(o)(ix) on a pro forma basis after giving effect to such Indebtedness; (B) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Indebtedness; (C) no portion of such Indebtedness of the Parent may be recourse to any Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (m)) or any Canadian Credit Party (it being understood and agreed that no Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (m) or Canadian Credit Party shall have any obligation whatsoever to repay such Indebtedness or any other obligation related thereto); (D) [Intentionally Omitted]; (E) the Parent may not cancel, forgive or make any payment (other than regularly scheduled interest payments) or prepayments on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, but excluding payments at the scheduled maturity thereof) any such Indebtedness; provided, that the Parent may pay a cash settlement of any convertible Indebtedness so long as on the date of any such payment and after giving effect thereto: (1) no Default or Event of Default shall have occurred and be continuing; (2) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (3) the Aggregate Credit Exposure shall not exceed $100,000,000; and (4) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; (F) except to the extent such Indebtedness is guaranteed by a Credit Party (and therefore subject to Section 10.1(d) or (m)), the proceeds of such Indebtedness are used solely for working capital and general corporate purposes of, or to repay outstanding Indebtedness of, the Parent and its Subsidiaries or any Abitibi Entity; and (ix) holding a cash balance in the deposit, securities and other investment accounts of the Parent as of the end of any Business Day in excess of $25,000,000, unless the amount of such balance that is in excess of $25,000,000 is as promptly as possible, but in no event later than one (1) Business Day, invested in the Borrower.

Activities of Parent. The Parent shall engage in any business, operations or activities other than: (i) (A) holding all of the Capital Stock of the Original U.S. Borrower, Newco and The each New U.S. Borrower, the Xxxxxxx CorporationCorp., a Delaware corporation, corporation (or an intermediate holding company that owns the Capital Stock of the Xxxxxxx Corp.) and Abitibi-Consolidated Inc. or any of its subsidiaries; , (B) holding certain preferred Capital Stock of Bowater Canadian Holdings Incorporated, a company organized under the laws of Nova Scotia, so long as promptly upon receipt thereof, the Parent either (1) distributes such Capital Stock to the Original Borrower in connection with the Newco TransactionsU.S. Borrower, (2) distributes such Capital Stock to another U.S. Credit Party or (3) pledges such Capital Stock as collateral support for the U.S. Obligations in accordance with the U.S. Collateral Agreement, (C) the employment of management and (D) activities reasonably complimentary and related to the foregoing (including, without limitation, investments in the U.S. Borrower);; -- (ii) guaranteeing the U.S. Obligations in favor of the U.S. Administrative Agent, for the ratable benefit of the U.S. Secured Parties, pursuant to the U.S. Parent Guaranty Agreement; (iii) guaranteeing or otherwise being obligated with respect to Indebtedness incurred pursuant to Section 10.1(m) so long as (A) such guaranty obligation or Indebtedness is unsecured (provided, that in no event shall any such guaranty obligation or other Indebtedness restrict, limit or otherwise encumber the ability of the Parent to make distributions, advances or otherwise invest in the Borrower) and (B) the Parent has executed and delivered the Parent Guaranty Agreement[Intentionally Omitted]; (iv) granting a security interest in its assets and properties (other than (A) the Capital Stock of the U.S. Borrower or (B) in connection with the Indebtedness permitted pursuant to the foregoing clause (iii) and the following clause (viii)); provided that (x) the U.S. Administrative Agent is given a Lien on such assets and properties that is prior to such other Lien, Lien or (y) to the extent that a Lien is granted in the stock of Abitibi-Consolidated Inc., then the U.S. Administrative Agent shall be granted a Lien in the stock of the Original U.S. Borrower; (v) granting a security interest in the Capital Stock of the U.S. Borrower in favor of the U.S. Administrative Agent, for the ratable benefit of the U.S. Secured Parties, to secure the U.S. Obligations; (vi) engaging in non-revenue generating activities reasonably related to restructuring of the Subsidiaries of the Parent; provided, that in the case of any restructuring involving the Credit Parties or the Canadian Credit Parties, the Administrative Agent and the Canadian Administrative Agent shall have received (A) an organizational chart of the Parent and its Subsidiaries after giving effect thereto and (B) a final summary of the steps involved in any such restructuring; (vii) guaranteeing obligations of Subsidiaries of the Parent or of the Abitibi Entities to the extent that such obligations are unsecured, relate to indemnification obligations with respect to asset sales or trade obligations incurred in the ordinary course of business and do not constitute Indebtedness of such Subsidiary or of such Abitibi Entity; and (viii) to the extent not otherwise permitted hereunder and so long as the Borrower shall have complied with the requirements set forth in Section 8.10(e)(i) and (ii)(A) of this Agreement and Section 8.10(e)(i) of the Canadian Credit Agreement, incurring unsecured Indebtedness; provided, that: (A) the Administrative Agent and the Canadian Administrative Agent shall have received reasonably satisfactory written evidence that the Borrower and its Subsidiaries would be in compliance with the covenants set forth in Article IX and Section 11.1(o)(ix) on a pro forma basis after giving effect to such Indebtedness; (B) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Indebtedness; (C) no portion of such Indebtedness of the Parent may be recourse to any Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (m)) or any Canadian Credit Party (it being understood and agreed that no Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (m) or Canadian Credit Party shall have any obligation whatsoever to repay such Indebtedness or any other obligation related thereto); (D) [Intentionally Omitted]; (E) the Parent may not cancel, forgive or make any payment (other than regularly scheduled interest payments) or prepayments on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, but excluding payments at the scheduled maturity thereof) any such Indebtedness; provided, that the Parent may pay a cash settlement of any convertible Indebtedness so long as on the date of any such payment and after giving effect thereto: (1) no Default or Event of Default shall have occurred and be continuing; (2) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (3) the Aggregate Credit Exposure shall not exceed $100,000,000; and (4) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; (F) except to the extent such Indebtedness is guaranteed by a Credit Party (and therefore subject to Section 10.1(d) or (m)), the proceeds of such Indebtedness are used solely for working capital and general corporate purposes of, or to repay outstanding Indebtedness of, the Parent and its Subsidiaries or any Abitibi Entity; and (ix) holding a cash balance in the deposit, securities and other investment accounts of the Parent as of the end of any Business Day in excess of $25,000,000, unless the amount of such balance that is in excess of $25,000,000 is as promptly as possible, but in no event later than one (1) Business Day, invested in the Borrower.

Activities of Parent. The Parent shall engage in any business, operations or activities other than: (i) (A) holding all of the Capital Stock of the Original U.S. Borrower, Newco and The each New U.S. Borrower, the Xxxxxxx CorporationCorp., a Delaware corporation, Abitibi-corporation (or an intermediate holding company that owns the Capital Stock of the Xxxxxxx Corp.) and Abitibi- Consolidated Inc. or any of its subsidiaries; , (B) holding certain preferred Capital Stock of Bowater Canadian Holdings Incorporated, a company organized under the laws of Nova Scotia, so long as promptly upon receipt thereof, the Parent either (1) distributes such Capital Stock to the Original Borrower in connection with the Newco TransactionsU.S. Borrower, (2) distributes such Capital Stock to another U.S. Credit Party or (3) pledges such Capital Stock as collateral support for the U.S. Obligations in accordance with the U.S. Collateral Agreement, (C) the employment of management and (D) activities reasonably complimentary and related to the foregoing (including, without limitation, investments in the U.S. Borrower); (ii) guaranteeing the U.S. Obligations in favor of the U.S. Administrative Agent, for the ratable benefit of the U.S. Secured Parties, pursuant to the U.S. Parent Guaranty Agreement; (iii) guaranteeing or otherwise being obligated with respect to Indebtedness incurred pursuant to Section 10.1(m) so long as (A) such guaranty obligation or Indebtedness is unsecured (provided, that in no event shall any such guaranty obligation or other Indebtedness restrict, limit or otherwise encumber the ability of the Parent to make distributions, advances or otherwise invest in the Borrower) and (B) the Parent has executed and delivered the Parent Guaranty Agreement[Intentionally Omitted]; (iv) granting a security interest in its assets and properties (other than (A) the Capital Stock of the U.S. Borrower or (B) in connection with the Indebtedness permitted pursuant to the foregoing clause (iii) and the following clause (viii)); provided that (x) the U.S. Administrative Agent is given a Lien on such assets and properties that is prior to such other Lien, Lien or (y) to the extent that a Lien is granted in the stock of Abitibi-Consolidated Inc., then the U.S. Administrative Agent shall be granted a Lien in the stock of the Original U.S. Borrower; (v) granting a security interest in the Capital Stock of the U.S. Borrower in favor of the U.S. Administrative Agent, for the ratable benefit of the U.S. Secured Parties, to secure the U.S. Obligations; (vi) engaging in non-revenue generating activities reasonably related to restructuring of the Subsidiaries of the Parent; provided, that in the case of any restructuring involving the Credit Parties or the Canadian U.S. Credit Parties, the Administrative Agent and the Canadian U.S. Administrative Agent shall have received (A) an organizational chart of the Parent and its Subsidiaries after giving effect thereto and (B) a final summary of the steps involved in any such restructuring; (vii) guaranteeing obligations of Subsidiaries of the Parent or of the Abitibi Entities to the extent that such obligations are unsecured, relate to indemnification obligations with respect to asset sales or trade obligations incurred in the ordinary course of business and do not constitute Indebtedness of such Subsidiary or of such Abitibi Entity; and (viii) to the extent not otherwise permitted hereunder and so long as the U.S. Borrower shall have complied with the requirements set forth in Section 8.10(e)(i) and (ii)(A) of this Agreement and Section 8.10(e)(i) of the Canadian U.S. Credit Agreement, incurring unsecured Indebtedness; provided, that: (A) the Administrative Agent and the Canadian U.S. Administrative Agent shall have received reasonably satisfactory written evidence that the U.S. Borrower and its Subsidiaries would be in compliance with the covenants set forth in Article IX and Section 11.1(o)(ix12.1(o)(ix) on a pro forma basis after giving effect to such Indebtedness; (B) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Indebtedness; (C) no portion of such Indebtedness of the Parent may be recourse to any Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (m)) or any Canadian Credit Party (it being understood and agreed that no U.S. Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (mf)(ii)) (it being understood and agreed that no Credit Party or U.S. Credit Party (except to the extent permitted pursuant to Section 10.1(d) or Canadian Credit Party (f)(ii) shall have any obligation whatsoever to repay such Indebtedness or any other obligation related thereto); (D) [Intentionally Omitted]no such Indebtedness shall have a maturity date that is earlier than the ninety-first (91st) day after the Maturity Date; (E) the Parent may not cancel, forgive or make any payment (other than regularly scheduled interest payments) or prepayments on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, but excluding payments at the scheduled maturity thereof) any such Indebtedness; provided, that the Parent may pay a cash settlement of any convertible Indebtedness so long as on the date of any such payment and after giving effect thereto: (1) no Default or Event of Default shall have occurred and be continuing; (2) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (3) the Aggregate Credit Exposure shall not exceed $100,000,000; and; (4) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00;; and (F) except to the extent such Indebtedness is guaranteed by a U.S. Credit Party (and therefore subject pursuant to Section 10.1(d) or (m)), the proceeds of such Indebtedness are used solely for working capital and general corporate purposes of, or to repay outstanding Indebtedness of, the Parent and its Subsidiaries or any Abitibi Entity; and; (ix) holding a cash balance in the deposit, securities and other investment accounts of the Parent as of the end of any Business Day in excess of $25,000,000, unless the amount of such balance that is in excess of $25,000,000 is as promptly as possible, but in no event later than one (1) Business Day, invested in the U.S. Borrower; provided, that notwithstanding this Section 12.1(o)(ix)), the Parent may retain the proceeds of the April 2008 Convertible Indebtedness until no later than April 15, 2008; and (x) to the extent not otherwise permitted hereunder, incurring Indebtedness payable to the Original U.S. Borrower pursuant to the New U.S. Borrower Notes.

Activities of Parent. The Parent shall engage in any business, operations or activities other than: (i) (A) holding all of the Capital Stock of the Original Borrower, Newco and The each New Borrower, the Xxxxxxx CorporationCorp., a Delaware corporation, corporation (or an intermediate holding company that owns the Capital Stock of the Xxxxxxx Corp.) and Abitibi-Consolidated Inc. or any of its subsidiaries; (B) holding certain preferred Capital Stock of Bowater Canadian Holdings Incorporated, a company organized under the laws of Nova Scotia, so long as promptly upon receipt thereof, the Parent either (1) distributes such Capital Stock to the Original Borrower in connection with the Newco TransactionsBorrower, (2) distributes such Capital Stock to another Credit Party or (3) pledges such Capital Stock as collateral support for the Obligations in accordance with the Collateral Agreement, (C) the employment of management and (D) activities reasonably complimentary and related to the foregoing (including, without limitation, investments in the Borrower); (ii) guaranteeing the Obligations in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to the Parent Guaranty Agreement; (iii) guaranteeing or otherwise being obligated with respect to Indebtedness incurred pursuant to Section 10.1(m) so long as (A) such guaranty obligation or Indebtedness is unsecured (provided, that in no event shall any such guaranty obligation or other Indebtedness restrict, limit or otherwise encumber the ability of the Parent to make distributions, advances or otherwise invest in the Borrower) and (B) the Parent has executed and delivered the Parent Guaranty Agreement[Intentionally Omitted]; (iv) granting a security interest in its assets and properties (other than (A) the Capital Stock of the Borrower or (B) in connection with the Indebtedness permitted pursuant to the foregoing clause (iii) and the following clause (viii)); provided that (x) the Administrative Agent is given a Lien on such assets and properties that is prior to such other Lien, or (y) to the extent that a Lien is granted in the stock of Abitibi-Consolidated Inc., then the Administrative Agent shall be granted a Lien in the stock of the Original Borrower; (v) granting a security interest in the Capital Stock of the Borrower in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, to secure the Obligations; (vi) engaging in non-revenue generating activities reasonably related to restructuring of the Subsidiaries of the Parent; provided, that in the case of any restructuring involving the Credit Parties or the Canadian Credit Parties, the Administrative Agent and the Canadian Administrative Agent shall have received (A) an organizational chart of the Parent and its Subsidiaries after giving effect thereto and (B) a final summary of the steps involved in any such restructuring; (vii) guaranteeing obligations of Subsidiaries of the Parent or of the Abitibi Entities to the extent that such obligations are unsecured, relate to indemnification obligations with respect to asset sales or trade obligations incurred in the ordinary course of business and do not constitute Indebtedness of such Subsidiary or of such Abitibi Entity; and (viii) to the extent not otherwise permitted hereunder and so long as the Borrower shall have complied with the requirements set forth in Section 8.10(e)(i) and (ii)(A) of this Agreement and Section 8.10(e)(i) of the Canadian Credit Agreementhereunder, incurring unsecured Indebtedness; provided, that: (A) the Administrative Agent and the Canadian Administrative Agent shall have received reasonably satisfactory written evidence that the Borrower and its Subsidiaries would be in compliance with the covenants set forth in Article IX and Section 11.1(o)(ix) on a pro forma basis after giving effect to such Indebtedness; (B) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Indebtedness; (C) no portion of such Indebtedness of the Parent may be recourse to any Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (mf)(ii)) or any Canadian Credit Party (it being understood and agreed that no Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (mf)(ii)) or Canadian Credit Party shall have any obligation whatsoever to repay such Indebtedness or any other obligation related thereto); (D) [Intentionally Omitted]; (E) the Parent may not cancel, forgive or make any payment (other than regularly scheduled interest payments) or prepayments on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, but excluding payments at the scheduled maturity thereof) any such Indebtedness; provided, that the Parent may pay a cash settlement of any convertible Indebtedness so long as on the date of any such payment and after giving effect thereto: (1) no Default or Event of Default shall have occurred and be continuing; (2) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (3) the Aggregate Credit Exposure shall not exceed $100,000,000; and (4) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; (F) except to the extent such Indebtedness is guaranteed by a Credit Party (and therefore subject to Section 10.1(d) or (m)), the proceeds of such Indebtedness are used solely for working capital and general corporate purposes of, or to repay outstanding Indebtedness of, the Parent and its Subsidiaries or any Abitibi Entity; and (ix) holding a cash balance in the deposit, securities and other investment accounts of the Parent as of the end of any Business Day in excess of $25,000,000, unless the amount of such balance that is in excess of $25,000,000 is as promptly as possible, but in no event later than one (1) Business Day, invested in the Borrower.

Activities of Parent. The Parent shall engage in any business, operations or activities other than: (i) (A) holding all of the Capital Stock of the Original U.S. Borrower, Newco and The each New U.S. Borrower, the Xxxxxxx CorporationCorp., a Delaware corporation, corporation (or an intermediate holding company that owns the Capital Stock of the Xxxxxxx Corp.) and Abitibi-Consolidated Inc. or any of its subsidiaries; , (B) holding certain preferred Capital Stock of Bowater Canadian Holdings Incorporated, a company organized under the laws of Nova Scotia, so long as promptly upon receipt thereof, the Parent either (1) distributes such Capital Stock to the Original Borrower in connection with the Newco TransactionsU.S. Borrower, (2) distributes such Capital Stock to another U.S. Credit Party or (3) pledges such Capital Stock as collateral support for the U.S. Obligations in accordance with the U.S. Collateral Agreement, (C) the employment of management and (D) activities reasonably complimentary and related to the foregoing (including, without limitation, investments in the U.S. Borrower); (ii) guaranteeing the U.S. Obligations in favor of the U.S. Administrative Agent, for the ratable benefit of the U.S. Secured Parties, pursuant to the U.S. Parent Guaranty Agreement; (iii) guaranteeing or otherwise being obligated with respect to Indebtedness incurred pursuant to Section 10.1(m) so long as (A) such guaranty obligation or Indebtedness is unsecured (provided, that in no event shall any such guaranty obligation or other Indebtedness restrict, limit or otherwise encumber the ability of the Parent to make distributions, advances or otherwise invest in the Borrower) and (B) the Parent has executed and delivered the Parent Guaranty Agreement[Intentionally Omitted]; (iv) granting a security interest in its assets and properties (other than (A) the Capital Stock of the U.S. Borrower or (B) in connection with the Indebtedness permitted pursuant to the foregoing clause (iii) and the following clause (viii)); provided that (x) the U.S. Administrative Agent is given a Lien on such assets and properties that is prior to such other Lien, Lien or (y) to the extent that a Lien is granted in the stock of Abitibi-Consolidated Inc., then the U.S. Administrative Agent shall be granted a Lien in the stock of the Original U.S. Borrower; (v) granting a security interest in the Capital Stock of the U.S. Borrower in favor of the U.S. Administrative Agent, for the ratable benefit of the U.S. Secured Parties, to secure the U.S. Obligations; (vi) engaging in non-revenue generating activities reasonably related to restructuring of the Subsidiaries of the Parent; provided, that in the case of any restructuring involving the Credit Parties or the Canadian U.S. Credit Parties, the Administrative Agent and the Canadian U.S. Administrative Agent shall have received (A) an organizational chart of the Parent and its Subsidiaries after giving effect thereto and (B) a final summary of the steps involved in any such restructuring; (vii) guaranteeing obligations of Subsidiaries of the Parent or of the Abitibi Entities to the extent that such obligations are unsecured, relate to indemnification obligations with respect to asset sales or trade obligations incurred in the ordinary course of business and do not constitute Indebtedness of such Subsidiary or of such Abitibi Entity; and (viii) to the extent not otherwise permitted hereunder and so long as the Borrower shall have complied with the requirements set forth in Section 8.10(e)(i) and (ii)(A) of this Agreement and Section 8.10(e)(i) of the Canadian Credit Agreementhereunder, incurring unsecured Indebtedness; provided, that: (A) the Administrative Agent and the Canadian U.S. Administrative Agent shall have received reasonably satisfactory written evidence that the U.S. Borrower and its Subsidiaries would be in compliance with the covenants set forth in Article IX and Section 11.1(o)(ix12.1(o)(ix) on a pro forma basis after giving effect to such Indebtedness; (B) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Indebtedness; (C) no portion of such Indebtedness of the Parent may be recourse to any Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (m)) or any Canadian Credit Party (it being understood and agreed that no U.S. Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (mf)(ii)) (it being understood and agreed that no Credit Party or U.S. Credit Party (except to the extent permitted pursuant to Section 10.1(d) or Canadian Credit Party (f)(ii) shall have any obligation whatsoever to repay such Indebtedness or any other obligation related thereto); (D) [Intentionally Omitted]no such Indebtedness shall have a maturity date that is earlier than the ninety-first (91st) day after the Maturity Date; (E) the Parent may not cancel, forgive or make any payment (other than regularly scheduled interest payments) or prepayments on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, but excluding payments at the scheduled maturity thereof) any such Indebtedness; provided, that the Parent may pay a cash settlement of any convertible Indebtedness so long as on the date of any such payment and after giving effect thereto: (1I) no Default or Event of Default shall have occurred and be continuing; (2II) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (3III) the Aggregate Credit Exposure shall not exceed $100,000,000; and; (4IV) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00;; and (F) except to the extent such Indebtedness is guaranteed by a U.S. Credit Party (and therefore subject pursuant to Section 10.1(d) or (m)), the proceeds of such Indebtedness are used solely for working capital and general corporate purposes of, or to repay outstanding Indebtedness of, the Parent and its Subsidiaries or any Abitibi Entity; and; (ix) holding a cash balance in the deposit, securities and other investment accounts of the Parent as of the end of any Business Day in excess of $25,000,000, unless the amount of such balance that is in excess of $25,000,000 is as promptly as possible, but in no event later than one (1) Business Day, invested in the U.S. Borrower; provided, that notwithstanding this Section 12.1(o)(ix)), the Parent may retain the proceeds of the April 2008 Convertible Indebtedness until no later than April 15, 2008; and (x) to the extent not otherwise permitted hereunder, incurring Indebtedness payable to the Original U.S. Borrower pursuant to the New U.S. Borrower Notes.

Activities of Parent. The Parent shall engage in any business, operations or activities other than: (i) (A) holding all of the Capital Stock of the Original U.S. Borrower, Newco and Newco, The Xxxxxxx Corporation, a Delaware corporation, corporation and Abitibi-Consolidated Inc. or any of its subsidiaries; , (B) holding certain preferred Capital Stock of Bowater Canadian Holdings Incorporated, a company organized under the laws of Nova Scotia, so long as promptly upon receipt thereof, the Parent either (1) distributes such Capital Stock to the Original U.S. Borrower in connection with the Newco Transactions, (2) distributes such Capital Stock to another U.S. Credit Party or (3) pledges such Capital Stock as collateral support for the U.S. Obligations in accordance with the U.S. Collateral Agreement, (C) the employment of management and (D) activities reasonably complimentary and related to the foregoing (including, without limitation, investments in the U.S. Borrower); (ii) guaranteeing the U.S. Obligations in favor of the U.S. Administrative Agent, for the ratable benefit of the U.S. Secured Parties, pursuant to the U.S. Parent Guaranty Agreement; (iii) guaranteeing or otherwise being obligated with respect to Indebtedness incurred pursuant to Section 10.1(m) so long as (A) such guaranty obligation or Indebtedness is unsecured (provided, that in no event shall any such guaranty obligation or other Indebtedness restrict, limit or otherwise encumber the ability of the Parent to make distributions, advances or otherwise invest in the U.S. Borrower) and (B) the Parent has executed and delivered the U.S. Parent Guaranty Agreement; (iv) granting a security interest in its assets and properties (other than (A) the Capital Stock of the U.S. Borrower or (B) in connection with the Indebtedness permitted pursuant to the foregoing clause (iii) and the following clause (viii)); provided that (x) the U.S. Administrative Agent is given a Lien on such assets and properties that is prior to such other Lien, Lien or (y) to the extent that a Lien is granted in the stock of Abitibi-Consolidated Inc., then the U.S. Administrative Agent shall be granted a Lien in the stock of the Original U.S. Borrower; (v) granting a security interest in the Capital Stock of the U.S. Borrower in favor of the U.S. Administrative Agent, for the ratable benefit of the U.S. Secured Parties, to secure the U.S. Obligations;; and (vi) engaging in non-revenue generating activities reasonably related to restructuring of the Subsidiaries of the Parent; provided, that in the case of any restructuring involving the Credit Parties or the Canadian U.S. Credit Parties, the Administrative Agent and the Canadian U.S. Administrative Agent shall have received (A) an organizational chart of the Parent and its Subsidiaries after giving effect thereto and (B) a final summary of the steps involved in any such restructuring; (vii) guaranteeing obligations of Subsidiaries of the Parent or of the Abitibi Entities to the extent that such obligations are unsecured, relate to indemnification obligations with respect to asset sales or trade obligations incurred in the ordinary course of business and do not constitute Indebtedness of such Subsidiary or of such Abitibi Entity; and (viii) to the extent not otherwise permitted hereunder and so long as the U.S. Borrower shall have complied with the requirements set forth in Sections 8.10(e)(i) of this Agreement and Section 8.10(e)(i) and (ii)(A) of this Agreement and Section 8.10(e)(i) of the Canadian U.S. Credit Agreement, incurring unsecured Indebtedness; provided, that: (A) the Administrative Agent and the Canadian U.S. Administrative Agent shall have received reasonably satisfactory written evidence that the U.S. Borrower and its Subsidiaries would be in compliance with the covenants set forth in Article IX and Section 11.1(o)(ix12.1(o)(ix) on a pro forma basis after giving effect to such Indebtedness; (B) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Indebtedness; (C) no portion of such Indebtedness of the Parent may be recourse to any Credit Party or any U.S. Credit Party except to the extent permitted pursuant to Section 10.1(d) or (m) (it being understood and agreed that no Credit Party or U.S. Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (m)) or any Canadian Credit Party (it being understood and agreed that no Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (m) or Canadian Credit Party shall have any obligation whatsoever to repay such Indebtedness or any other obligation related thereto); (D) [Intentionally Omitted]no such Indebtedness shall have a maturity date that is earlier than the ninety-first (91st) day after the Maturity Date; (E) the Parent may not cancel, forgive or make any payment (other than regularly scheduled interest payments) or prepayments on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, but excluding payments at the scheduled maturity thereof) any such Indebtedness; provided, that the Parent may pay a cash settlement of any convertible Indebtedness so long as on the date of any such payment and after giving effect thereto: (1) no Default or Event of Default shall have occurred and be continuing; (2) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (3) the Aggregate Credit Exposure shall not exceed $100,000,000; and; (4) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00;; and (F) except to the extent such Indebtedness is guaranteed by a U.S. Credit Party (and therefore subject to Section 10.1(d) or (m)), the proceeds of such Indebtedness are used solely for working capital and general corporate purposes of, or to repay outstanding Indebtedness of, the Parent and its Subsidiaries or any Abitibi Entity; and (ix) holding a cash balance in the deposit, securities and other investment accounts of the Parent as of the end of any Business Day in excess of $25,000,000, unless the amount of such balance that is in excess of $25,000,000 is as promptly as possible, but in no event later than one (1) Business Day, invested in the U.S. Borrower.

Activities of Parent. The Parent shall engage in any business, operations or activities other than: (i) (A) holding all of the Capital Stock of the Original Borrower, Newco and The each New Borrower, the Xxxxxxx CorporationCorp., a Delaware corporation, corporation (or an intermediate holding company that owns the Capital Stock of the Xxxxxxx Corp.) and Abitibi-Consolidated Inc. or any of its subsidiaries; (B) holding certain preferred Capital Stock of Bowater Canadian Holdings Incorporated, a company organized under the laws of Nova Scotia, so long as promptly upon receipt thereof, the Parent either (1) distributes such Capital Stock to the Original Borrower in connection with the Newco TransactionsBorrower, (2) distributes such Capital Stock to another Credit Party or (3) pledges such Capital Stock as collateral support for the Obligations in accordance with the Collateral Agreement, (C) the employment of management and (D) activities reasonably complimentary and related to the foregoing (including, without limitation, investments in the Borrower); (ii) guaranteeing the Obligations in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to the Parent Guaranty Agreement; (iii) guaranteeing or otherwise being obligated with respect to Indebtedness incurred pursuant to Section 10.1(m) so long as (A) such guaranty obligation or Indebtedness is unsecured (provided, that in no event shall any such guaranty obligation or other Indebtedness restrict, limit or otherwise encumber the ability of the Parent to make distributions, advances or otherwise invest in the Borrower) and (B) the Parent has executed and delivered the Parent Guaranty Agreement[Intentionally Omitted]; (iv) granting a security interest in its assets and properties (other than (A) the Capital Stock of the Borrower or (B) in connection with the Indebtedness permitted pursuant to the foregoing clause (iii) and the following clause (viii)); provided that (x) the Administrative Agent is given a Lien on such assets and properties that is prior to such other Lien, or (y) to the extent that a Lien is granted in the stock of Abitibi-Consolidated Inc., then the Administrative Agent shall be granted a Lien in the stock of the Original Borrower; (v) granting a security interest in the Capital Stock of the Borrower in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, to secure the Obligations; (vi) engaging in non-revenue generating activities reasonably related to restructuring of the Subsidiaries of the Parent; provided, that in the case of any restructuring involving the Credit Parties or the Canadian Credit Parties, the Administrative Agent and the Canadian Administrative Agent shall have received (A) an organizational chart of the Parent and its Subsidiaries after giving effect thereto and (B) a final summary of the steps involved in any such restructuring; (vii) guaranteeing obligations of Subsidiaries of the Parent or of the Abitibi Entities to the extent that such obligations are unsecured, relate to indemnification obligations with respect to asset sales or trade obligations incurred in the ordinary course of business and do not constitute Indebtedness of such Subsidiary or of such Abitibi Entity; and (viii) to the extent not otherwise permitted hereunder and so long as the Borrower shall have complied with the requirements set forth in Section 8.10(e)(i) and (ii)(A) of this Agreement and Section 8.10(e)(i) of the Canadian Credit Agreement, incurring unsecured Indebtedness; provided, that: (A) the Administrative Agent and the Canadian Administrative Agent shall have received reasonably satisfactory written evidence that the Borrower and its Subsidiaries would be in compliance with the covenants set forth in Article IX and Section 11.1(o)(ix) on a pro forma basis after giving effect to such Indebtedness; (B) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Indebtedness; (C) no portion of such Indebtedness of the Parent may be recourse to any Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (m)) or any Canadian Credit Party (it being understood and agreed that no Credit Party (except to the extent permitted pursuant to Section 10.1(d) or (m) or Canadian Credit Party shall have any obligation whatsoever to repay such Indebtedness or any other obligation related thereto); (D) [Intentionally Omitted]; (E) the Parent may not cancel, forgive or make any payment (other than regularly scheduled interest payments) or prepayments on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, but excluding payments at the scheduled maturity thereof) any such Indebtedness; provided, that the Parent may pay a cash settlement of any convertible Indebtedness so long as on the date of any such payment and after giving effect thereto: (1) no Default or Event of Default shall have occurred and be continuing; (2) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (3) the Aggregate Credit Exposure shall not exceed $100,000,000; and (4) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; (F) except to the extent such Indebtedness is guaranteed by a Credit Party (and therefore subject to Section 10.1(d) or (m)), the proceeds of such Indebtedness are used solely for working capital and general corporate purposes of, or to repay outstanding Indebtedness of, the Parent and its Subsidiaries or any Abitibi Entity; and (ix) holding a cash balance in the deposit, securities and other investment accounts of the Parent as of the end of any Business Day in excess of $25,000,000, unless the amount of such balance that is in excess of $25,000,000 is as promptly as possible, but in no event later than one (1) Business Day, invested in the Borrower.