Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings on terms that are not arm’s length; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower and any Guarantor or between two or more Guarantors; (b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation arrangements, indemnities and reimbursement of expenses for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) Restricted Junior Payments permitted under Section 6.4; (e) transactions entered into pursuant to and in compliance with the Supply Agreement; (f) any transactions between Holdings or any of its Subsidiaries and Boise Cascade, L.L.C. or any of its Subsidiaries pursuant to the Acquisition Agreement and any documents related thereto; and (g) transactions described in Schedule 6.11.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not arm’s lengthsuch a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower and any Guarantor or between two or more GuarantorsSubsidiary; (b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation arrangements, indemnities and reimbursement of expenses arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) Restricted Junior Payments permitted under Section 6.4transactions described in Schedule 6.11; (e) transactions entered into pursuant to and with one or more Securitization Subsidiaries in compliance connection with the Supply Agreementa Permitted Securitization; (f) any transactions between Holdings or any of its Subsidiaries and Boise Cascade, L.L.C. or any of its Subsidiaries Restricted Junior Payments permitted pursuant to the Acquisition Agreement and any documents related theretoSection 6.4; and (g) transactions described Investments permitted pursuant to Section 6.6. Notwithstanding anything in Schedule 6.11the foregoing to the contrary, no Dutch Credit Party shall guarantee the obligations of any Person (other than those of another Dutch Credit Party) in accordance with Section 2:403 of the Dutch Civil Code (or similar arrangements in other jurisdictions).

Transactions with Shareholders and Affiliates. No Credit 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 arm’s lengthsuch an Affiliate; provided, provided the foregoing restriction shall not apply to (a) any transaction between Borrower the payment by Holdings and any Guarantor or between two or more Guarantorsits Subsidiaries of reasonable and customary fees to members of its and its Subsidiaries’ Boards of Directors and the payment and provisions of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to officers; (b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation arrangements, indemnities and reimbursement of expenses arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (dc) Restricted Junior Payments issuances of Capital Stock of Holdings to Equity Investors, directors and management of Holdings and its Subsidiaries to the extent permitted under Section 6.4; (e) transactions entered into pursuant to and in compliance with the Supply this Agreement; (f) any transactions between Holdings or any of its Subsidiaries and Boise Cascade, L.L.C. or any of its Subsidiaries pursuant to the Acquisition Agreement and any documents related thereto; and (gd) transactions described in Schedule 6.116.12; and (e) expense reimbursements and indemnification payments made to Sponsor.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not arm’s lengthan Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower and any Guarantor Subsidiary or between two or more GuarantorsSubsidiaries of the Borrower; (b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation arrangements, indemnities and reimbursement of expenses arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) Restricted Junior Payments permitted under pursuant to Section 6.46.4 and transactions described in Schedule 6.9; (e) transactions entered into pursuant to and in compliance with the Supply Agreementduring a Suspension Period; or (f) the existence of, and the performance by any transactions between Holdings or any Credit Party of its Subsidiaries and Boise Cascadeobligations under the terms of, L.L.C. any limited liability company, limited partnership or other Organizational Document or securityholders agreement (including any of its Subsidiaries pursuant to the Acquisition Agreement and any documents registration rights agreement or purchase agreement related thereto; and (g) transactions described in Schedule 6.11).

Transactions with Shareholders and Affiliates. No Credit Party shallThe Borrower shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any serviceservice or the making of any intercompany loan) with any Affiliate of Holdings on the Borrower or any of its Subsidiaries that has terms that are not less favorable to the Borrower or such Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm’s lengthlength transaction from a Person who is not an Affiliate; provided, provided the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor its Subsidiaries or between two or more Guarantorssuch Subsidiaries to the extent otherwise permitted hereunder; (b) reasonable and customary fees and indemnitees paid to members of the any board of directors (or similar governing body) of Holdings and the Borrower or any of its Subsidiaries; (c) compensation arrangements, indemnities and reimbursement of expenses arrangements for officers and other employees of Holdings the Borrower and its Subsidiaries entered into in the ordinary course of business; (d) Restricted Junior Payments permitted under Section 6.4transactions described on Schedule 6.10; and (e) transactions entered into pursuant to and in compliance connection with the Supply Qualified Receivables Transactions permitted under this Agreement; (f) any transactions between Holdings or any of its Subsidiaries and Boise Cascade, L.L.C. or any of its Subsidiaries pursuant to the Acquisition Agreement and any documents related thereto; and (g) transactions described in Schedule 6.11.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Investment Fund or Affiliate of Holdings Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not arm’s lengthsuch an Investment Fund or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower and any Guarantor or between two or more GuarantorsSubsidiary; (b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings Borrower and its Subsidiaries; (c) compensation arrangements, indemnities and reimbursement of expenses arrangements for officers and other employees of Holdings Borrower and its Subsidiaries entered into in the ordinary course of business; (d) Restricted Junior Payments permitted under Section 6.4; (e) transactions entered into pursuant to and in compliance with the Supply Agreement; (f) any transactions transaction between Holdings Borrower or any of its Subsidiaries and Boise Cascade, L.L.C. or any Investment Fund in the ordinary course of its Subsidiaries pursuant business and to the Acquisition Agreement extent such transaction is reasonably consistent with past practices of Borrower and any documents related theretoits Subsidiaries; and (ge) transactions described in Schedule 6.11.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not arm’s lengthsuch a holder or Affiliate; providedPROVIDED, the foregoing restriction shall not apply to (a) any transaction between Borrower Company and any Guarantor or between two or more GuarantorsSubsidiary; (b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) fees payable under the Management Agreement; (d) compensation arrangements, indemnities and reimbursement of expenses arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (de) Restricted Junior Payments Indebtedness to members of management in connection with management stock repurchases permitted under Section 6.4; 6.1(m) and (e) transactions entered into pursuant to and in compliance with the Supply Agreement; (f) any transactions between Holdings or any of its Subsidiaries and Boise Cascade, L.L.C. or any of its Subsidiaries pursuant to the Acquisition Agreement and any documents related thereto; and (g) transactions described in Schedule 6.116.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings NewPageHoldCo or any of its Subsidiaries, on terms that are less favorable to NewPageHoldCo or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not arm’s lengthsuch a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower NewPageCo and any Guarantor or between two or more GuarantorsSubsidiary; (b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings NewPageHoldCo and its Subsidiaries; (c) compensation arrangements, indemnities and reimbursement of expenses arrangements for officers and other employees of Holdings NewPageHoldCo and its Subsidiaries entered into in the ordinary course of business; (d) Restricted Junior Payments permitted under Section 6.4transactions described in Schedule 6.12; (e) transactions entered into pursuant to and reimbursement of expenses on or about the Closing Date incurred by Sponsor or its Affiliates in compliance connection with the Supply AgreementPaper Business Acquisition; (f) any the transactions between Holdings or any of its Subsidiaries and Boise Cascade, L.L.C. or any of its Subsidiaries pursuant to the Acquisition Agreement Fiber Supply Agreements; (g) the transactions pursuant to the Transition Services Agreement; (h) the transactions pursuant to the Allocation and any documents related theretoServices Agreement; and (gi) transactions described in Schedule 6.11between NewPageHoldCo and such Affiliates that are expressly permitted by Sections 6.5 or 6.7.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not arm’s lengthsuch a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower and any Guarantor or between two or more GuarantorsSubsidiary; (b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation arrangements, indemnities and reimbursement of expenses arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of businessbusiness or pursuant to the Plan of Reorganization; (d) Restricted Junior Payments permitted under Section 6.4; (e) transactions entered into pursuant to and in compliance with the Supply Agreement; (f) any transactions between Holdings or any of its Subsidiaries and Boise Cascade, L.L.C. or any of its Subsidiaries pursuant to the Acquisition Agreement and any documents related thereto; and (g) transactions described in Schedule 6.11; (e) transactions with one or more Securitization Subsidiaries in connection with a Permitted Securitization; (f) the Kwinana Investment; (g) Restricted Junior Payments permitted pursuant to Section 6.4; (h) Investments permitted pursuant to Section 6.6; (i) transactions contemplated by the Plan of Reorganization and (j) the Permitted Transaction.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not arm’s lengthsuch an Affiliate; provided, provided that the foregoing restriction shall not apply to (a) any transaction between Borrower and any Guarantor or between two or more GuarantorsSubsidiary; (b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings Borrower and its Subsidiaries; (c) compensation arrangements, indemnities and reimbursement of expenses arrangements for officers and other employees of Holdings Borrower and its Subsidiaries entered into in the ordinary course of businessbusiness or pursuant to the Plan of Reorganization; (d) transactions described in Schedule 6.10; (e) Restricted Junior Payments permitted under pursuant to Section 6.4; (ef) transactions entered into Investments permitted pursuant to and in compliance with the Supply Agreement; (f) any transactions between Holdings or any of its Subsidiaries and Boise Cascade, L.L.C. or any of its Subsidiaries pursuant to the Acquisition Agreement and any documents related theretoSection 6.6; and (g) transactions described in Schedule 6.11contemplated by the Plan of Reorganization.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Guarantor Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not arm’s lengthsuch a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower and any Guarantor or between two or more Guarantorsamong Credit Parties; (b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings Borrower and its Subsidiaries; (c) compensation arrangements, indemnities and reimbursement of expenses arrangements for officers and other employees of Holdings Borrower and its Subsidiaries entered into in the ordinary course of business; (d) any sale or issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower; (e) Restricted Junior Payments expressly permitted under by Section 6.4; (e) transactions entered into pursuant to and in compliance with the Supply Agreement; (f) any the transactions between Holdings or any of its Subsidiaries and Boise Cascade, L.L.C. or any of its Subsidiaries pursuant to contemplated by the Acquisition Intercreditor Agreement and any documents related theretothe Recapitalization Agreement (as defined in the Intercreditor Agreement) as in effect on the Closing Date; and (g) transactions described in Schedule 6.11.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings NewPageHoldCo or any of its Subsidiaries, on terms that are less favorable to NewPageHoldCo or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not arm’s lengthsuch a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower NewPageCo and any Guarantor or between two or more GuarantorsSubsidiary; (b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings NewPageHoldCo and its Subsidiaries; (c) compensation arrangements, indemnities and reimbursement of expenses arrangements for officers and other employees of Holdings NewPageHoldCo and its Subsidiaries entered into in the ordinary course of business; (d) Restricted Junior Payments permitted under Section 6.4transactions described in Schedule 6.12; (e) transactions entered into pursuant to and reimbursement of expenses on or about the Closing Date incurred by Sponsor or its Affiliates in compliance connection with the Supply AgreementStora Enso Acquisition and any other Closing Date Related Transactions; and (f) any transactions between Holdings NewPageHoldCo and such Affiliates that are expressly permitted by Sections 6.5 or any of its Subsidiaries and Boise Cascade, L.L.C. or any of its Subsidiaries pursuant to the Acquisition Agreement and any documents related thereto; and (g) transactions described in Schedule 6.116.7.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not arm’s lengthsuch a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower the Company and any Guarantor or between two or more GuarantorsSubsidiary; (b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation arrangements, indemnities and reimbursement of expenses arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) Restricted Junior Payments permitted under payment of or on account of the Management Fee or similar fees payable to the Sponsor pursuant to the Management Agreement in each case made in accordance with Section 6.46.5(e); (e) transactions entered into pursuant to described in Schedule 6.12 and in compliance with the Supply Agreement; (f) any transactions between Holdings or any of its Subsidiaries and Boise Cascadepermitted under Sections 6.1(g), L.L.C. or any of its Subsidiaries pursuant to the Acquisition Agreement and any documents related thereto; and (m)(ii), (p), Sections 6.5(c), (f), (g) transactions described in Schedule 6.11.and (h) and Sections 6.7(d), (f), (j) and (l). 101 CREDIT AND GUARANTY AGREEMENT EXECUTION

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not arm’s lengthsuch a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Borrower and any Guarantor or between two or more GuarantorsSubsidiary; (b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation arrangements, indemnities and reimbursement of expenses arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of businessbusiness or pursuant to the Plan of Reorganization; (d) Restricted Junior Payments permitted under Section 6.4; (e) transactions entered into pursuant to and in compliance with the Supply Agreement; (f) any transactions between Holdings or any of its Subsidiaries and Boise Cascade, L.L.C. or any of its Subsidiaries pursuant to the Acquisition Agreement and any documents related thereto; and (g) transactions described in Schedule 6.11; (e) transactions with one or more Securitization Subsidiaries in connection with a Permitted Securitization; (f) the Kwinana Investment; (g) Restricted Junior Payments permitted pursuant to Section 6.4; (h) Investments permitted pursuant to Section 6.6; and (i) transactions contemplated by the Plan of Reorganization.