Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. No 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 an Affiliate; provided the foregoing restriction shall not apply to (a) the payment by Holdings and its 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) 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 6.12; and (e) expense reimbursements and indemnification payments made to Sponsor.

Transactions with Shareholders and Affiliates. No Loan 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 Affiliate of Holdings (other than other Loan Parties), unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is Borrower on terms that materially are no less favorable to Holdings Borrower or that Subsidiarysuch other Credit Party, as the case may be, than those that might be obtained at the time from a Person who is not such an AffiliateAffiliate of Borrower; provided provided, the foregoing restriction shall not apply to (a) the payment by Holdings transactions among Credit Parties, or between a Credit Party and its Subsidiaries another Person that becomes a Credit Party as a result 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 officerssuch transaction; (b) the issuance of stock or stock equivalents of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), (c) compensation arrangements for officers and other employees of Holdings Borrower and its Subsidiaries the other Credit Parties entered into in the ordinary course of business; (cd) issuances transactions with any Person which is an Affiliate of Capital Stock Borrower only by reason of Holdings to Equity Investorssuch Person and Borrower having common directors; (e) the payment of customary fees and reasonable out of pocket costs to, directors and management 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 permitted under this Agreement; attributable to the ownership or operation of Borrower and the other Credit Parties and (df) transactions described pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.12; and (e) expense reimbursements and indemnification payments made to Sponsor6.10.

Transactions with Shareholders and Affiliates. No 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 the Borrower or of any such holder; provided, that the Loan Parties), unless Parties and their Subsidiaries may enter into or permit to exist any such transaction (i) has been disclosed to Administrative Agent, and (ii) is on if the terms that of such transaction are no not less favorable to Holdings the 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 an a holder or Affiliate; provided further, provided, further, that the foregoing restriction restrictions shall not apply to any of the following: (a) any transaction among the payment by Holdings Borrower and its Subsidiaries of expressly permitted hereunder; (b) reasonable and customary fees paid to members of its the Board of Directors (or similar governing body) of the Borrower and its Subsidiaries’ Boards ; (c) Restricted Junior Payments of Directors and the payment and provisions of reasonable compensation and benefits type described in clause (includinga), without limitation, permitted incentive stock plans) to officers; (b) or (c) of the definition thereof and permitted under Section 6.5; (d) compensation arrangements for officers and other employees of Holdings the Borrower and its Subsidiaries entered into in the ordinary course of business; and (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; (de) transactions described in Schedule 6.12; and 6.12 (e) expense reimbursements and indemnification payments made to Sponsorincluding without limitation, any intercompany licenses or other arrangements existing on the Closing Date).

Transactions with Shareholders and Affiliates. No Loan 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 (other than other Loan Parties)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 or that Subsidiary, as the case may be, than those that might be obtained available at the time from a Person who is not such an a holder or Affiliate; provided provided, the foregoing restriction shall not apply to (a) the payment by Holdings any transaction between Company and its Subsidiaries of any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of its the board of directors (or similar governing body) of Holdings 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; (bc) 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; (cd) issuances 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 Capital Stock of Holdings options or similar rights to Equity Investors, directors and management employees of Holdings and its Subsidiaries 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 under this Agreement; by Section 6.5, (dg) intercompany Indebtedness permitted by Section 6.1, and (h) transactions described in Schedule 6.12; and (e) expense reimbursements and indemnification payments made to Sponsor.

Transactions with Shareholders and Affiliates. No Loan 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 (other than other Loan Parties)the Partnership on terms, unless considered together with the terms of all related and substantially concurrent transactions between such transaction (i) has been disclosed to Administrative AgentCredit Party and such Affiliate of the Partnership, and (ii) is on terms that are no less favorable to Holdings such Credit Party or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an AffiliateAffiliate of the Partnership in an arms’ length transaction; provided provided, the foregoing restriction shall not apply to (a) the payment by Holdings any transaction between Borrower and its Subsidiaries of any Guarantor; (b) reasonable and customary fees paid to members of its the board of directors (or similar governing body) of the Partnership 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; (bc) compensation arrangements for officers and other employees of Holdings the Partnership and its Subsidiaries entered into in the ordinary course of business; (cd) issuances any issuance of Capital Stock Equity Interests of Holdings to Equity Investors, directors and management the Partnership or any of Holdings and its Subsidiaries Subsidiaries; (e) Restricted Junior Payments that do not violate the provisions of Section 6.4; (f) transactions as of the Closing Date described in Schedule 6.10 (as such schedule may be amended by Borrower on or before the Closing Date) or any amendment thereto to the extent permitted under this Agreementsuch amendment is not adverse to the Lenders in any material respect; (dg) transactions described in Schedule 6.12Permitted Project Undertakings and Permitted Equity Commitments; and (eh) expense reimbursements Project Obligations and indemnification payments made to SponsorPermitted 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 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 Amscan or of any such transaction (i) has been disclosed to Administrative Agent, and (ii) is holder on terms that are no less favorable to Holdings Amscan or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an a holder or Affiliate; provided provided, that, the foregoing restriction shall not apply to (a) the payment by Holdings and its Subsidiaries of any transaction between or among (i) any Borrower and/or one or more Subsidiary Guarantors or (ii) one or more Foreign Subsidiaries; (b) reasonable and customary fees paid to members of its the board of directors (or similar governing body) of Holdings 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; (bc) compensation arrangements (including severance) for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) transactions permitted in Sections 6.01(o) and 6.05(b), (c) issuances and (d); (e) the transactions described on Schedule 6.11; (f) commercial transactions between or among Amscan and/or one or more Subsidiaries in the ordinary course of business and consistent with past practices; (g) the payment of fees and expenses relating to the Transaction, including Transaction Expenses, (h) payments due pursuant to the Management Agreement to the extent permitted under Section 6.05(a), (i) equity issuances, repurchases, retirements or other acquisitions or retirements 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 6.12; and (e) expense reimbursements and indemnification payments made to Sponsor.Section

Transactions with Shareholders and Affiliates. No Loan 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 (other than other Loan Parties)Affiliate, 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, such Credit Party than those that might be obtained at the time from a Person who is not such an Affiliate; provided provided, the foregoing restriction shall not apply to (a) any transaction between AcquisitionCo, the payment by Holdings Company and its Subsidiaries of any Guarantor Subsidiary or AcquisitionCo and the Company; (b) reasonable and customary fees and compensation paid to and any indemnity of members of its the board of directors (or similar governing body) of Company and its AcquisitionCo and their respective Subsidiaries’ Boards of Directors and the payment and provisions of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to officers; (bc) compensation employee benefit, stock option and indemnification arrangements for officers and other employees of Holdings any Company and its AcquisitionCo and their respective 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 occurring on the Closing Date, those transactions described in Schedule 6.126.12 and the transactions described on Schedule 6.12(a); (e) Restricted Junior Payments permitted by Section 6.5 and Investments permitted by Section 6.7; (f) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees and directors as approved by the board of directors; (g) transactions pursuant to any customary registration rights and shareholder agreements with the shareholders of Credit Party or any direct or indirect parent entity of any Credit Party; and (eh) expense reimbursements and indemnification payments made to Sponsorintercompany agreements between and/or among any or all of the Managing GP, the MLP, Coffeyville Resources, Acquisition III LLC or CVR or any of their subsidiaries.

Transactions with Shareholders and Affiliates. No Loan Party shall, nor shall it permit any of its Borrower’s 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) ), or series of related transactions, with any Affiliate of Holdings (other than other Borrower or of any such holder with [*]; provided, that the Loan Parties), unless Parties and Borrower’s Subsidiaries may enter into or permit to exist any such transaction (i) if Administrative Agent has been disclosed consented thereto in writing prior to Administrative Agentthe consummation thereof, and (ii) is on terms provided, further, 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 an Affiliate; provided the foregoing restriction restrictions shall not apply to any of the following: (a) any transaction among the payment by Holdings Borrower and its Subsidiaries of not prohibited hereunder; (b) reasonable and customary fees paid to current or former members of its the Board of Directors (or similar governing body) of Borrower 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; (bc) compensation arrangements for current and former officers and other employees of Holdings Xxxxxxxx and its Subsidiaries entered into in the ordinary course of business; ; (cd) issuances transactions (or series of Capital Stock related transactions) that have [*] during the term of Holdings to Equity Investorsthis Agreement and that are, directors and management in the case of Holdings and its Subsidiaries each such transaction (or series of related transactions), on terms that are not less favorable to the extent permitted under this AgreementBorrower or a Subsidiary in any material respect than would be obtainable by the Borrower or such Subsidiary at such time in a comparable arm’s-length transaction with a Person other than an Affiliate (as determined in good faith by the senior management or the board of directors of the Borrower); and (de) transactions described in Schedule 6.12; and 6.12 (e) expense reimbursements and indemnification payments made to Sponsorincluding without limitation, any intercompany licenses or other arrangements existing on the Closing Date).

Transactions with Shareholders and Affiliates. No Loan 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 (other than other Loan Parties), unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is Borrower on terms that are no materially 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 an Affiliate; provided provided, the foregoing restriction shall not apply to (a) the payment by Holdings any transaction between Borrower and its Subsidiaries of any Guarantor or Guarantor Subsidiary; (b) reasonable and customary fees paid to members of its the board of directors (or similar governing body) of Borrower 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; (bc) compensation arrangements for officers and other employees of Holdings Borrower and its Subsidiaries entered into in the ordinary course of business; (cd) issuances of Capital Stock of Holdings to Equity Investors, directors the Subsidiary Integration Transactions; (e) license and management of Holdings development activities between the Borrower and any Subsidiary or any Subsidiary with any other Subsidiary and development activities between 3Com and its Subsidiaries on the one hand, and Borrower and its Subsidiaries on the other hand, in each case to the extent permitted under this Agreementsuch activities are in the ordinary course of business and consistent with past business practices; (df) intercompany loans and intercompany Investments otherwise permitted by Sections 6.1 and 6.6, respectively; and (g) transactions described in Schedule 6.12; and (e) expense reimbursements and indemnification payments made to Sponsor6.11.

Transactions with Shareholders and Affiliates. No Loan Party shallBorrower will not, nor shall it and will not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate direct or indirect holder of Holdings (other than other Loan Parties)5% or more of any class of equity Securities of Borrower or any Subsidiary, unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that are no 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 Persons who is are not such an Affiliatea holder or affiliate; provided that the foregoing restriction shall not apply to (a) any transaction between Borrower and any Wholly-Owned Subsidiary or between any of its Wholly-Owned Subsidiaries including without limitation transactions of the payment type permitted by Holdings and its Subsidiaries of Section 7.13 or (b) reasonable and customary fees paid to members of its and its Subsidiaries’ the Boards of Directors and the payment and provisions Directors, officers, employees or consultants of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to officers; (b) compensation arrangements for officers and other employees of Holdings Borrower and its Subsidiaries entered into for services rendered to Borrower or any such Subsidiary in the ordinary course of business; , together with customary indemnities in connection therewith and in accordance with applicable law, (c) issuances of Capital Stock of Holdings to Equity Investors, directors and management of Holdings and its Subsidiaries to amounts payable under agreements with affiliates existing on the extent permitted under this Agreement; Closing Date (d) transactions described in Schedule 6.12; contributions to employee benefit plans of Borrower or its Subsidiaries, and (e) expense reimbursements dividends and indemnification payments made to Sponsordistributions permitted under Section 7.8).

Transactions with Shareholders and Affiliates. No 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)Borrower or of any such holder, unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that are no 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 an a holder or Affiliate; provided the foregoing restriction shall not apply to (a) the payment by Holdings Borrower and its Subsidiaries of reasonable and customary fees 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, without limitation, including permitted incentive stock plans) to officersofficers and employees; (b) compensation arrangements for officers and other employees of Holdings Borrower 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 Agreementtransactions described in Schedule 6.11; (d) transactions described in Schedule 6.12pursuant to Section 6.06(f); (e) transactions between Borrower and any of its Subsidiaries, or between any such Subsidiaries; and (ef) expense reimbursements the lease between Chem Rx and indemnification payments made to Sponsor750 Xxxx Xxxxx xn accordance with the terms thereof.

Transactions with Shareholders and Affiliates. No Loan 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 Affiliate of Holdings (other than other Loan Parties)any Credit Party; provided, unless however, that the Borrowers and the Restricted Subsidiaries may enter into or permit to exist any such transaction (i) has been disclosed to Administrative Agentif the terms of such transaction are not, and (ii) is on terms that are no taken as a whole, less favorable in any material respect to Holdings such Borrower or that Restricted 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 an Affiliate; provided provided, further, that the foregoing restriction restrictions shall not apply to (a) the payment by Holdings (i) any transaction between Credit Parties (other than Holdings) and its (ii) transactions between or among Restricted 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 officersthat 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 compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of Holdings each Credit Party (other than Holdings) and its Restricted Subsidiaries entered into in the ordinary course of business; (cd) issuances Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or (b), (e) Investments permitted by Section 6.07; (f) Permitted Stock Issuances; (g) the existence of, and the performance by any Credit Party (other than Holdings) of Capital Stock of Holdings its obligations under the terms of, any Organizational Document or security holders agreement (including any purchase agreement related thereto) to Equity Investors, directors which it is a party on the Closing Date and management of Holdings and its Subsidiaries set forth on Schedule 6.12; (h) payments under the TCP Director Agreement to the extent permitted under this the TCP Subordination Agreement; (di) transactions described in Schedule 6.12guarantees permitted by Section 6.01; (j) the PSD Guarantee; and (ek) expense reimbursements and indemnification payments made to Sponsorthe Warrant.

Transactions with Shareholders and Affiliates. No 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 any Borrower or of any such holder (other than other with a Loan PartiesParty), unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that are no less favorable to Holdings the applicable 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 an a holder or Affiliate; provided the foregoing restriction shall not apply to (a) the payment by Holdings Lead Borrower, and its Subsidiaries of reasonable and customary fees to members of its and its Subsidiaries’ Boards of Directors 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 provisions provision of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to officers; (bc) compensation arrangements for officers and other employees of Holdings Lead Borrower and its Subsidiaries entered into in the ordinary course of business; (cd) issuances the payment of Capital Stock management fees to the extent otherwise permitted hereunder; (e) reasonable and commercially appropriate marketing incentives or promotional activities , (f) Restricted Junior Payments permitted by Section 6.03; and (g) Permitted Reorganizations, Investments made by any Loan Party or one of Holdings its Subsidiaries in or to Equity Investorsanother Loan Party or its Subsidiaries, directors in each case, as permitted by Section 6.05 and management of Holdings and Indebtedness incurred by any Loan Party or its Subsidiaries to the extent another Loan Party or its Subsidiaries, in each case, as permitted under this Agreement; (d) transactions described in Schedule 6.12; and (e) expense reimbursements and indemnification payments made to Sponsorby Section 6.01.

Transactions with Shareholders and Affiliates. No 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) ), or series of related transactions, with any Affiliate of Holdings (other than other Borrower or of any such holder with a value in excess $[***]; provided, that the Loan Parties), unless Parties and their Subsidiaries may enter into or permit to exist any such transaction (i) if Administrative Agent has been disclosed consented thereto in writing prior to Administrative Agentthe consummation thereof, and (ii) is on terms provided, further, 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 an Affiliate; provided the foregoing restriction restrictions shall not apply to any of the following: (a) any transaction among the payment by Holdings Borrower and its Subsidiaries of expressly permitted hereunder; (b) reasonable and customary fees paid to current or former members of its the Board of Directors (or similar governing body) of Borrower 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; (bc) compensation arrangements for current and former officers and other employees of Holdings Borrower 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; and (d) transactions described (or series of related transactions) that have a value not in Schedule 6.12; excess of $[***] in the aggregate during the term of this Agreement and that are, in the case of each such transaction (e) expense reimbursements and indemnification payments made or series of related transactions), on terms that are not less favorable to Sponsorthe Borrower or a Subsidiary in any material respect than would be obtainable by the Borrower or such Subsidiary at such time in a comparable arm’s-length transaction with a Person other than an Affiliate (as determined in good faith by the senior management or the board of directors of the Borrower).

Transactions with Shareholders and Affiliates. No Loan 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 (other than other Loan Parties)NewPageHoldCo or any of its Subsidiaries, unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that are no 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 an a holder or Affiliate; provided provided, the foregoing restriction shall not apply to (a) the payment by Holdings any transaction between NewPageCo and its Subsidiaries of any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of its the board of directors (or similar governing body) of NewPageHoldCo 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; (bc) compensation arrangements for officers and other employees of Holdings NewPageHoldCo 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 6.12; and (e) expense reimbursements 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 indemnification payments made to SponsorServices Agreement; and (i) transactions between NewPageHoldCo and such Affiliates that are expressly permitted by Section 6.5 or 6.7.

Transactions with Shareholders and Affiliates. No Loan Party shall, nor shall it permit any of its Borrower’s 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 Borrower or of any such holder; provided, that the Loan Parties), unless Parties and Borrower’s Subsidiaries may enter into or permit to exist any such transaction (i) if both Administrative Agent has been disclosed consented thereto in writing prior to Administrative Agent, the consummation thereof and (ii) is on the terms that of such transaction are no not 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 an a holder or Affiliate; provided further, provided, further, that the foregoing restriction restrictions shall not apply to any of the following: (a) any transaction among the payment by Holdings and its Subsidiaries of Loan Parties expressly permitted hereunder; (b) reasonable and customary fees paid to members of its the Board of Directors (or similar governing body) of Borrower 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; (bc) compensation arrangements for officers and other employees of Holdings Borrower and its Subsidiaries entered into in the ordinary course of business; ; (cd) issuances any transaction between a Loan Party and any direct or indirect holder of not more than 20% of any class of Capital Stock of Holdings Borrower so long as (i) such transaction is between a Loan Party and a federally regulated financial institution which occurs on an arm’s length basis in the ordinary course such Loan Party’s business consistent with past practice, (ii) such transaction involves the ordinary course financial services provided by such financial institution to Equity Investorssuch Loan Party, directors excluding any loan or other form of Indebtedness which is not Permitted Indebtedness, and management (iii) such transaction is not otherwise prohibited under the terms of Holdings and its Subsidiaries to the extent permitted under this Agreement; and (de) transactions described in Schedule 6.12; and (e) expense reimbursements and indemnification payments made to Sponsor.

Transactions with Shareholders and Affiliates. No 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 5% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder; provided that the Loan Parties and their Subsidiaries may enter into or permit to exist any such transaction if (other a) such transaction is on Arm’s Length Terms, (b) such transaction has been approved by the disinterested members of the Board of Directors of Company, (c) if the aggregate value of the transaction is more than other $1,000,000, Company has obtained from a valuation firm or investment bank in each case of national reputation and experienced in evaluating such transactions a customary opinion reasonably acceptable in form and substance to the Required Lenders confirming that the transaction is fair to the Loan Parties), unless such transaction (i) has been disclosed to Administrative Agent, and (iid) if the aggregate value of the transaction is on terms that are no less favorable more than $5,000,000, such transaction has been consented to Holdings or that Subsidiary, as by the case may be, than those that might be obtained at the time from a Person who is not such an AffiliateRequired Lenders; provided further that the foregoing restriction restrictions shall not apply to any of the following: (a) any transaction among the payment by Holdings and its Subsidiaries of Loan Parties; (b) reasonable and customary fees paid to members of its the Board of Directors (or similar governing body) of Company and its Subsidiaries’ Boards Subsidiaries who are not officers or employees of Directors and the payment and provisions of reasonable compensation and benefits any Loan Party so long as such fees are paid to individuals (including, without limitation, permitted incentive stock plans) to officers; or such individual’s personal service company); (bc) compensation arrangements for officers and other employees of Holdings Company 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; and (d) transactions described in Schedule 6.12; . Company shall disclose in writing each transaction with any holder of 5% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of Company or of any such holder to Agents and (e) expense reimbursements and indemnification payments made to SponsorLenders.

Transactions with Shareholders and Affiliates. No Loan 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 Affiliate of Holdings (other than other Loan Parties)any Credit Party; provided, unless however, that the Borrower and the Restricted Subsidiaries may enter into or permit to exist any such transaction (i) has been disclosed to Administrative Agentif the terms of such transaction are not, and (ii) is on terms that are no taken as a whole, less favorable in any material respect to Holdings Borrower or that any Restricted 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 an Affiliate; provided provided, further, that the foregoing restriction restrictions shall not apply to (a) the payment by Holdings (i) any transaction between Credit Parties (other than Borrower) and its (ii) transactions between or among Restricted 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 officersthat 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 compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of Holdings each Credit Party (other than Borrower) and its Restricted Subsidiaries entered into in the ordinary course of business; (cd) issuances Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or (b), (e) Investments permitted by Section 6.07; (f) Permitted Stock Issuances; (g) the existence of, and the performance by any Credit Party of Capital Stock of Holdings its obligations under the terms of, any Organizational Document or security holders agreement (including any purchase agreement related thereto and the Warrant) to Equity Investors, directors which it is a party on the Closing Date and management of Holdings and its Subsidiaries set forth on Schedule 6.12; (h) payments under the TCP Director Agreement to the extent permitted under this the TCP Subordination Agreement in an amount not to exceed the lesser of (1) $1,500,000 per annum and (2) the amount otherwise permitted to be paid under the TCP Director Agreement; (di) transactions described in Schedule 6.12; guarantees permitted by Section 6.01, and (ej) expense reimbursements and indemnification payments made to Sponsorthe PSD Guarantee.

Transactions with Shareholders and Affiliates. No Loan 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 (the Borrower or any of its Subsidiaries, any holder of Capital Stock or other than other Loan Parties)interests in the Borrower or any of its Subsidiaries, unless or any such transaction (i) has been disclosed to Administrative AgentAffiliate of any such holder, except on fair and (ii) is on reasonable terms that are no less favorable to Holdings the Borrower or that 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 that is not such an a holder or Affiliate; provided that the foregoing restriction shall not apply to (a) any transaction between the payment by Holdings Borrower and its Subsidiaries or between such Subsidiaries, in each case to the extent otherwise permitted under the other provisions of Section 6; (b) reasonable and customary fees paid to members of its the board of directors (or similar governing body) of the Borrower 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; (bc) compensation arrangements for officers and other employees of Holdings the Borrower and its $500,000,000 THREE YEAR CREDIT AGREEMENT 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 6.12; and (e) expense reimbursements and indemnification payments made to Sponsor6.8.

Transactions with Shareholders and Affiliates. No 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 such Loan Parties)Party or any of its Subsidiaries, unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that are no less favorable to Holdings such Loan Party or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided the foregoing restriction shall not apply to to: (a) the payment by Holdings and its Subsidiaries of any transaction between Loan Parties; (b) reasonable and customary fees paid to members of its and the board of directors (or similar governing body) of U.S. Borrower or any of its Subsidiaries’ Boards of Directors and the payment and provisions of reasonable compensation and ; (c) compensation, benefits (including, without limitation, permitted incentive stock plans) to officers; (b) compensation or indemnification arrangements for officers and other employees of Holdings and U.S. Borrower or any of its Subsidiaries entered into in the ordinary course of business; ; (cd) issuances the existence of, and the performance by any Loan Party of Capital Stock of Holdings its obligations under the terms of, any Organizational Documents or securityholders agreement to Equity Investors, directors which it is a party on the Closing Date and management of Holdings and its Subsidiaries which has been disclosed to the extent Lenders; (e) payments by any Loan Party to any Affiliate of any Permitted Holder in connection with any Obligations owed to such Person by any Loan Party under the Loan Documents; (f) Restricted Junior Payment permitted under this Agreement; Section 6.06 and Investments permitted under Sections 6.04(d) and (de); (g) transactions described in Schedule 6.126.07; and (e) expense reimbursements and indemnification payments made to Sponsor.and

Transactions with Shareholders and Affiliates. No 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)Borrower or of any such holder, unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that are no 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 an a holder or Affiliate; provided the foregoing restriction shall not apply to (a) the payment by Holdings Borrower and its Subsidiaries of reasonable and customary fees 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, without limitation, including permitted incentive stock plans) to officersofficers and employees; (b) compensation arrangements for officers and other employees of Holdings Borrower 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 Agreementtransactions described in Schedule 6.11; (d) transactions described in Schedule 6.12pursuant to Section 6.06(f); (e) transactions between Borrower and any of its Subsidiaries, or between any such Subsidiaries; and (ef) expense reimbursements the lease between Chem Rx and indemnification payments made to Sponsor000 Xxxx Xxxxx in accordance with the terms thereof.

Transactions with Shareholders and Affiliates. (a) No Loan 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 Company or any of its Subsidiaries or with any Affiliate of Holdings (other than other Loan Parties)Company or of any such holder, unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that are no less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an a holder or Affiliate; provided provided, the foregoing -------- restriction shall not apply to (a) any transaction between Company and any Restricted Subsidiary or between any of the payment by Holdings and its Subsidiaries of Guarantor Subsidiaries; (b) reasonable and customary fees paid to members of its the board of directors (or similar governing body) of Company 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; (bc) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (c) issuances business for officers and other employees of Capital Stock of Holdings to Equity Investors, directors and management of Holdings Company and its Subsidiaries to the extent permitted under this AgreementSubsidiaries; and (d) transactions described in Schedule 6.126.13. (b) Each Credit Party will (i) maintain entity records and books of account separate from those of any other entity which is an Affiliate of such Credit Party; (ii) not commingle its funds or assets with those of any other entity which is an Affiliate of such Credit Party, and (eiii) expense reimbursements provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and indemnification payments made to Sponsorapprove such Person's entity actions, which meetings will be separate from those of other Credit Parties.

Transactions with Shareholders and Affiliates. No Loan 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 (other than other Loan Parties)Affiliate; provided, unless however, that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (ia) Administrative Agent has been disclosed consented thereto in writing prior to Administrative Agent, the consummation thereof and (iib) is on the terms that of such transaction are no not less favorable to Holdings any Credit Party or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an a holder or Affiliate; provided further, provided, that the foregoing restriction restrictions shall not apply to (ai) any transaction between the payment by Holdings Companies and its Subsidiaries any Wholly-Owned Guarantor Subsidiary or any of them; (ii) reasonable and customary fees paid to members of its and the Board of Directors of any Credit Party or any of its Subsidiaries’ Boards of Directors and the payment and provisions of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to officers; (biii) reasonable and customary compensation arrangements for officers and other employees of Holdings and any Credit Party or any of its Subsidiaries entered into in the ordinary course of business; (civ) issuances of Capital Stock of Holdings to Equity Investors, directors the Specified IPO Transactions; (v) transactions described on Schedule 6.12; and management of Holdings and its Subsidiaries (vi) Restricted Junior Payments to the extent permitted under this Agreement; Section 6.5. The Credit Parties shall disclose in writing each transaction with any Affiliate involving an amount in excess of $250,000 (dother than the sale and service of boats at cost to officers, directors or employees) transactions described in Schedule 6.12; and (e) expense reimbursements and indemnification payments made to SponsorAdministrative Agent promptly after entering into such transaction.

Transactions with Shareholders and Affiliates. No Loan Party Each Borrower shall, nor and shall it permit any of cause 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 Affiliate of Holdings (other than other Loan Parties), unless any Credit Party only if the terms of such transaction (i) has been disclosed to Administrative Agentare not, and (ii) is on terms that are no taken as a whole, less favorable in any material respect to Holdings such Borrower or that Restricted 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 an Affiliate; provided provided, that the foregoing restriction restrictions shall not apply to (a) any transaction between or among Credit Parties and Restricted Subsidiaries otherwise permitted by the payment by Holdings and its 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 officersCredit Documents; (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 compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of Holdings each Credit Party 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 AgreementRestricted Subsidiaries; (d) transactions described in Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or (b), (e) Investments permitted by Section 6.07; (f) Permitted Stock Issuances; (g) the existence of, and the performance by any Credit Party of its obligations under the terms of, any Organizational Document or security holders agreement (including any purchase agreement related thereto) to which it is a party on the Closing Date and set forth on Schedule 6.125.22; (h) payments under the TCP Director Agreement; and (ei) expense reimbursements and indemnification payments made to Sponsorguarantees permitted by Section 6.01.

Transactions with Shareholders and Affiliates. No Loan 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) involving aggregate consideration in excess of $75,000,000 with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Holdings (other than other Loan Parties)Company or of any such holder, unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that are no less favorable to Holdings Company or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such an a holder or Affiliate; provided provided, the foregoing restriction shall not apply to (a) the payment by Holdings and its Subsidiaries of any transactions among Subsidiary Guarantors or any transaction with subsidiaries in connection with a Permitted Debt Refinancing; (b) reasonable and customary fees paid to members of its the board of directors (or similar governing body) of Company and its Restricted Subsidiaries’ Boards of Directors and the payment and provisions of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to officers; (bc) compensation ordinary course compensation, benefits, retirement and severance arrangements for officers and other employees of Holdings Company and its Subsidiaries entered into in the ordinary course of businessRestricted Subsidiaries; (cd) issuances of Capital Stock to officers and other employees of Holdings Company; (e) 23A Transactions and other transactions in connection with or related to Equity InvestorsBank Activities or which are otherwise required by applicable law or regulation; (f) transactions in the Ordinary Course of Business, directors including transactions relating to ordinary course cash management and management working capital funding arrangements, tax arrangements, and provision of Holdings overhead expenses, securitizations, conduit facilities and other similar transactions, and transactions related to Portfolio Assets that do not constitute Asset Sales; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments permitted under clause (c), (d) (and corresponding Indebtedness permitted under Section 6.1(c)), (e), (h), (j), (o) and (q) of Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries (excluding CIT Funding) that are subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent permitted under this Agreementsuch transactions relate to the operation and governance of the owner trust; (dn) any issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to Affiliates of the Company (other than Guarantors and their subsidiaries); (o) transactions described with Affiliates in Schedule 6.12connection with workouts, foreclosures or in connection with the compromise, resolution or full or partial satisfaction of obligations of trade creditors or customers in the Ordinary Course of Business; and (ep) expense reimbursements (i) customary subordinated loan transactions (whether term or revolving) with finance subsidiaries that are Special Purpose Vehicles or other subsidiaries in connection with securitizations, conduits or like transactions related to Ordinary Course of Business to enable such Special Purpose Vehicles or such other subsidiaries to acquire Portfolio Assets to be transferred to such entities under such transactions; and indemnification payments made (ii) customary limited guaranties of obligations of finance subsidiaries that are Special Purpose Vehicles or other subsidiaries in connection with securitizations, conduits or like transactions related to SponsorOrdinary Course of Business (including, without limitation, to the extent applicable, performance guaranties (other than payment obligations with respect to the underlying Indebtedness that exceed 10% of the amount of the Indebtedness) and guaranties consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Company or any Guarantor to the applicable financing Special Purpose Vehicle, Restricted Subsidiary or other subsidiary. Except as disclosed in public filings, Company shall disclose in writing each material transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company (other than Special Purpose Vehicles of the Company) or of any such holder to Administrative Agent other than Ordinary Course of Business.

Transactions with Shareholders and Affiliates. No Loan 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 (other than other Loan Parties), unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is Borrower on terms that are no 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 an a holder or Affiliate; provided provided, the foregoing restriction shall not apply to (a) the payment by Holdings and its Subsidiaries of any transaction between or among Credit Parties; (b) reasonable and customary fees paid to members of its the board of directors (or similar governing body) of Borrower 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; (bc) compensation arrangements for officers and other employees of Holdings Borrower and its Subsidiaries entered into in the ordinary course of business; (cd) issuances any sale or issuance of Capital Stock Equity Interests (other than Disqualified Equity Interests) of Holdings to Equity Investors, directors and management of Holdings and its Subsidiaries to the extent permitted under this AgreementBorrower; (de) 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 6.12; and (e) expense reimbursements and indemnification payments made to Sponsor6.11.

Transactions with Shareholders and Affiliates. No 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 any Borrower or of any such holder (other than other with a Loan PartiesParty), unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that are no less favorable to Holdings the applicable 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 an a holder or Affiliate; provided the foregoing restriction shall not apply to (a) the payment by Holdings Lead Borrower, and its Subsidiaries of reasonable and customary fees to members of its and its Subsidiaries’ Boards of Directors 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 provisions provision of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to officers; (bc) compensation arrangements for officers and other employees of Holdings Lead Borrower and its Subsidiaries entered into in the ordinary course of business; (cd) issuances the payment of Capital Stock management fees to the extent otherwise permitted hereunder; (e) reasonable and commercially appropriate marketing incentives or promotional activities and (f) Permitted Reorganizations, Investments made by any Loan Party or one of Holdings its Subsidiaries in or to Equity Investorsanother Loan Party or its Subsidiaries, directors in each case, as permitted by Section 6.05 and management of Holdings and Indebtedness incurred by any Loan Party or its Subsidiaries to the extent another Loan Party or its Subsidiaries, in each case, as permitted under this Agreement; (d) transactions described in Schedule 6.12; and (e) expense reimbursements and indemnification payments made to Sponsorby Section 6.01.

Transactions with Shareholders and Affiliates. No Loan 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 (the Borrower or any of its Subsidiaries, any holder of Capital Stock or other than other Loan Parties)interests in the Borrower or any of its Subsidiaries, unless or any such transaction (i) has been disclosed to Administrative AgentAffiliate of any such holder, except on fair and (ii) is on reasonable terms that are no less favorable to Holdings the Borrower or that 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 an a holder or Affiliate; provided provided, that the foregoing restriction shall not apply to (a) any transaction between the payment by Holdings Borrower and its Subsidiaries or between such Subsidiaries, or between the Borrower or its Subsidiaries and the Guarantors, in each case to the extent otherwise permitted under the other provisions of Section 6 herein; (b) reasonable and customary fees paid to members of its the board of directors (or similar governing body) of the Borrower 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; (bc) compensation arrangements for officers and other employees of Holdings the Borrower 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 6.12; and (e) expense reimbursements and indemnification payments made to Sponsor6.9.

Transactions with Shareholders and Affiliates. No Loan 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 (other than other Loan Parties)NewPageHoldCo or any of its Subsidiaries, unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that are no 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 an a holder or Affiliate; provided provided, the foregoing restriction shall not apply to (a) the payment by Holdings any transaction between NewPageCo and its Subsidiaries of any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of its the board of directors (or similar governing body) of NewPageHoldCo 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; (bc) compensation arrangements for officers and other employees of Holdings NewPageHoldCo 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 6.12; and (e) expense reimbursements 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 indemnification payments made to SponsorServices 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 Loan 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 (other than other Loan Parties), unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is Borrower on terms that are no materially less favorable to Holdings Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time time from a Person who is not such an Affiliate; provided provided, the foregoing restriction shall not apply to (a) the payment by Holdings any transaction between Borrower and its Subsidiaries of any Guarantor or Guarantor Subsidiary; (b) reasonable and customary fees paid to members of its the board of directors (or similar governing body) of Borrower 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; (bc) compensation arrangements for officers and other employees of Holdings Borrower and its Subsidiaries entered into in the ordinary course of business; (cd) issuances of Capital Stock of Holdings to Equity Investors, directors the Subsidiary Integration Transactions; (e) license and management of Holdings development activities between Borrower and any Subsidiary or any Subsidiary with any other Subsidiary and development activities between 3Com and its Subsidiaries on the one hand, and Borrower and its Subsidiaries on the other hand, in each case to the extent permitted under this Agreementsuch activities are in the ordinary course of business and consistent with past business practices; (df) intercompany loans and intercompany Investments otherwise permitted by Sections 6.1 and 6.6, respectively; and (g) transactions described in Schedule 6.12; and (e) expense reimbursements and indemnification payments made to Sponsor6.11.

Transactions with Shareholders and Affiliates. No Loan 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 Affiliate of Holdings (other than other Loan Parties)any Credit Party; provided, unless however, that the Borrower and the Restricted Subsidiaries may enter into or permit to exist any such transaction (i) has been disclosed to Administrative Agentif the terms of such transaction are not, and (ii) is on terms that are no taken as a whole, less favorable in any material respect to Holdings Borrower or that any Restricted 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 an Affiliate; provided provided, further, that the foregoing restriction restrictions shall not apply to (a) the payment by Holdings (i) any transaction between Credit Parties (other than Borrower) and its (ii) transactions between or among Restricted 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 officersthat 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 compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of Holdings each Credit Party (other than Borrower) and its Restricted Subsidiaries entered into in the ordinary course of business; (cd) issuances Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or (b), (e) Investments permitted by Section 6.07; (f) Permitted Stock Issuances; (g) the existence of, and the performance by any Credit Party of Capital Stock of Holdings its obligations under the terms of, any Organizational Document or security holders agreement (including any purchase agreement related thereto and the Warrant) to Equity Investors, directors which it is a party on the Closing Date and management of Holdings and its Subsidiaries set forth on Schedule 6.12; (h) payments under the TCP Director Agreement to the extent permitted under this the TCP Subordination Agreement; (di) transactions described in Schedule 6.12; guarantees permitted by Section 6.01, and (ej) expense reimbursements and indemnification payments made to Sponsorthe PSD Guarantee.

Transactions with Shareholders and Affiliates. No 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 the Borrower or of any such transaction (i) has been disclosed to Administrative Agent, and (ii) is holder on terms that are no less favorable to Holdings the 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 an a holder or Affiliate; provided that the foregoing restriction shall not apply to (a) any transaction between or among (x) the payment by Holdings and its Subsidiaries of Borrower and/or one or more Subsidiary Guarantors or (y) one or more Foreign Subsidiaries; (b) reasonable and customary fees paid to members of its the board of directors (or similar governing body) of Holdings 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; (bc) compensation arrangements (including severance) for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) transactions permitted in Sections 6.01(o) and 6.05(b), (c) issuances and (d); (e) the 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 fees and expenses relating to the Transaction, including Transaction Expenses, (h) payments due pursuant to the Management Agreement, (i) equity issuances, repurchases, retirements or other acquisitions or retirements of Capital Stock of Holdings to Equity Investorspermitted under Section 6.05, directors (j) loans and management of Holdings and its Subsidiaries other transactions by the Loan Parties to the extent permitted under this Agreement; Article 6, (dk) the 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, (l) 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 (em) expense reimbursements dividends, redemptions and indemnification payments made to Sponsorrepurchases permitted under Section 6.05.