Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. No Credit Party shall 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 Borrower on terms that materially are less favorable to Borrower or such other Credit Party, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of Borrower; provided, the foregoing restriction shall not apply to (a) transactions among Credit Parties, or between a Credit Party and another Person that becomes a Credit Party as a result of such 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 Borrower and the other Credit Parties entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate of Borrower only by reason of such Person and Borrower having common directors; (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and (f) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.10.

Transactions with Shareholders and Affiliates. No Credit Party Each Borrower shall, and shall cause its Restricted 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 Borrower on any Credit Party only if the terms that materially of such transaction are not, taken as a whole, less favorable in any material respect to such Borrower or such other Credit Partythat 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 an Affiliate of BorrowerAffiliate; provided, that the foregoing restriction restrictions shall not apply to (a) transactions any transaction between or among Credit Parties, or between a Parties and Restricted Subsidiaries otherwise permitted by the Credit Party and another Person that becomes a Credit Party as a result of such transactionDocuments; (b) the issuance of stock transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or stock equivalents of Borrower to the management of Borrower among such parties under this Agreement or the any other Credit Parties pursuant to arrangements described in the following clause (c), Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of Borrower each Credit Party and the other Credit Parties entered into in the ordinary course of businessits Restricted Subsidiaries; (d) transactions with any Person which is an Affiliate of Borrower only Restricted Payments and Restricted Debt Payments permitted by reason of such Person and Borrower having common directors; Section 6.05(a) or (b), (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and Investments permitted by Section 6.07; (f) transactions pursuant 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 permitted agreements in existence which it is a party on the Closing Date and set forth on Schedule 6.105.22; (h) payments under the TCP Director Agreement; and (i) guarantees permitted by Section 6.01.

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 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 Borrower on terms that materially are less favorable to Borrower or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of Borrowersuch a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) transactions any transaction between or among Credit Parties, or between a Credit Party and another Person that becomes a Credit Party as a result of such transaction; (b) reasonable and customary fees paid to members of the issuance board of stock directors (or stock equivalents similar governing body) of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), and its Subsidiaries; (c) compensation arrangements for officers and other employees of Borrower and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate sale or issuance of Borrower only by reason Equity Interests (other than Disqualified Equity Interests) of such Person and Borrower having common directorsthe Borrower; (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and Restricted Junior Payments expressly permitted by Section 6.4; (f) the transactions pursuant to permitted agreements contemplated by the Intercreditor Agreement and the Recapitalization Agreement (as defined in existence the Intercreditor Agreement) as in effect on the Closing Date Date; and set forth on (g) transactions described in Schedule 6.106.11.

Transactions with Shareholders and Affiliates. No Credit Party Borrower shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including 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 Borrower on any Credit Party; provided, however, that the Borrowers and the Restricted Subsidiaries may enter into or permit to exist any such transaction if the terms that materially of such transaction are not, taken as a whole, less favorable in any material respect to such Borrower or such other Credit Partythat 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 an Affiliate of BorrowerAffiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) (i) any transaction between Credit Parties (other than Holdings) and (ii) transactions between or among Restricted Subsidiaries that are not Credit Parties, or between a Credit Party and another Person that becomes a Credit Party as a result of such transaction; (b) the issuance of stock transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or stock equivalents of Borrower to the management of Borrower among such parties under this Agreement or the any other Credit Parties pursuant to arrangements described in the following clause (c), Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of Borrower each Credit Party (other than Holdings) and the other Credit Parties its Restricted Subsidiaries entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate of Borrower only Restricted Payments and Restricted Debt Payments permitted by reason of such Person and Borrower having common directors; Section 6.05(a) or (b), (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and Investments permitted by Section 6.07; (f) transactions pursuant Permitted Stock Issuances; (g) the existence of, and the performance by any Credit Party (other than Holdings) of its obligations under the terms of, any Organizational Document or security holders agreement (including any purchase agreement related thereto) to permitted agreements in existence which it is a party on the Closing Date and set forth on Schedule 6.106.12; (h) payments under the TCP Director Agreement to the extent permitted under the TCP Subordination Agreement; (i) guarantees permitted by Section 6.01; (j) the PSD Guarantee; and (k) the Warrant.

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 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 Borrower Holdings (other than other Loan Parties), unless such transaction (i) has been disclosed to the Lenders, and (ii) is on terms that materially are no less favorable to Borrower Holdings or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate of BorrowerAffiliate; provided, provided the foregoing restriction shall not apply to (a) transactions among Credit Partiesthe 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, or between a Credit Party and another Person that becomes a Credit Party as a result of such transactionwithout limitation, permitted incentive stock plans) to officers; (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 Borrower Holdings and the other Credit Parties 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 with any Person which is an Affiliate of Borrower only by reason of such Person described in Schedule 6.12 and Borrower having common directors; (e) the payment of customary fees expense reimbursements and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business indemnification payments made to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and (f) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.10Sponsor.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall directly or indirectlyit permit any of its Restricted Subsidiaries to, 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 Borrower on terms that are materially are less favorable favorable, taken as a whole (as determined in good faith by Borrower), to Borrower or such other Credit Partythat Restricted Subsidiary, as the case may be, than those that might be obtained at the time from in an arm’s length transaction with a Person who that is not an Affiliate of BorrowerAffiliate; provided, the foregoing restriction shall not apply to (a) transactions any transaction between Borrower and any Guarantor or between or among Credit Parties, Parties or between a or among Subsidiaries that are not Credit Party and another Person that becomes a Credit Party as a result of such transactionParties; (b) customary fees and indemnifications paid to members of the issuance Board of stock or stock equivalents Directors of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), and its Restricted Subsidiaries; (c) compensation arrangements for officers and other employees of Borrower and the other Credit Parties its Restricted Subsidiaries entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate of Borrower only Restricted Junior Payments may be made to the extent permitted by reason of such Person and Borrower having common directorsSection 6.04; (e) the payment of customary fees loans may be made and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of other transactions may be entered into by Borrower and the other Credit Parties in the ordinary course of business its Restricted Subsidiaries to the extent attributable to the ownership or operation of Borrower permitted by Sections 6.01, 6.06 and the other Credit Parties and 6.07; (f) any transaction with an Affiliate where the only consideration paid is Equity Interests of Borrower (other than Disqualified Equity Interests); and (g) transactions pursuant to permitted agreements described in existence on the Closing Date and set forth on Schedule 6.106.09.

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 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 Borrower or of any such holder, unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that materially are no less favorable to Borrower or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of Borrowersuch a holder or Affiliate; provided, provided the foregoing restriction shall not apply to (a) transactions among Credit Partiesthe payment by Borrower and its Subsidiaries of reasonable and customary fees, or between a Credit Party stock options and another Person that becomes a Credit Party as a result stock grants to members of such transactionits and its Subsidiaries’ Boards of Directors and the payment and provisions of reasonable compensation and benefits (including permitted incentive stock plans) to officers and employees; (b) 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 Borrower and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; (c) transactions described in Schedule 6.11; (d) transactions with any Person which is an Affiliate of Borrower only by reason of such Person and Borrower having common directorspursuant to Section 6.06(f); (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of transactions between Borrower and the other Credit Parties in the ordinary course any of business to the extent attributable to the ownership its Subsidiaries, or operation of Borrower and the other Credit Parties between any such Subsidiaries; and (f) transactions pursuant to permitted agreements in existence on the Closing Date lease between Chem Rx and set forth on Schedule 6.1075▇ ▇▇▇▇ ▇▇▇▇▇ ▇n accordance with the terms thereof.

Transactions with Shareholders and Affiliates. No Credit Party Borrower shall not, nor shall it permit any of its Restricted 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 any Credit Party; provided, however, that the Borrower on and the Restricted Subsidiaries may enter into or permit to exist any such transaction if the terms that materially of such transaction are not, taken as a whole, less favorable in any material respect to Borrower or such other Credit Partyany 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 an Affiliate of BorrowerAffiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) (i) any transaction between Credit Parties (other than Borrower) and (ii) transactions between or among Restricted Subsidiaries that are not Credit Parties, or between a Credit Party and another Person that becomes a Credit Party as a result of such transaction; (b) the issuance of stock transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or stock equivalents of Borrower to the management of Borrower among such parties under this Agreement or the any other Credit Parties pursuant to arrangements described in the following clause (c), Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of Borrower each Credit Party (other than Borrower) and the other Credit Parties its Restricted Subsidiaries entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate of Borrower only Restricted Payments and Restricted Debt Payments permitted by reason of such Person and Borrower having common directors; Section 6.05(a) or (b), (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and Investments permitted by Section 6.07; (f) transactions pursuant 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 and the Warrant) to permitted agreements in existence which it is a party on the Closing Date and set forth on Schedule 6.106.12; (h) payments under the TCP Director Agreement to the extent permitted under the TCP Subordination Agreement; (i) guarantees permitted by Section 6.01, and (j) the PSD Guarantee.

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 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 Borrower Amscan or of any such holder on terms that materially are less favorable to Borrower Amscan or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of Borrowersuch a holder or Affiliate; provided, that, the foregoing restriction shall not apply to (a) transactions any transaction between or among Credit Parties, (i) any Borrower and/or one or between a Credit Party and another Person that becomes a Credit Party as a result of such transactionmore Subsidiary Guarantors or (ii) one or more Foreign Subsidiaries; (b) reasonable and customary fees paid to members of the issuance board of stock directors (or stock equivalents similar governing body) of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), Holdings and its Subsidiaries; (c) compensation arrangements (including severance) for officers and other employees of Borrower Holdings and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate of Borrower only by reason of such Person permitted in Sections 6.01(o) and Borrower having common directors6.05(b), (c) and (d); (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided transactions described on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties 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 attributable to the ownership permitted under Section 6.05(a), (i) equity issuances, repurchases, retirements or operation other acquisitions or retirements of Borrower and the other Credit Parties and (f) transactions pursuant to Capital Stock of Holdings permitted agreements in existence on the Closing Date and set forth on Schedule 6.10.under Section

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any OZ Subsidiary 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 Borrower a Credit Party, on terms that materially are substantially less favorable to Borrower such Credit Party or such other Credit PartyOZ Subsidiary, as the case may be, than those that might be obtained in a comparable arms-length transaction at the time from a Person who is not an Affiliate of BorrowerAffiliate; provided, the foregoing restriction shall not apply to (a) transactions among Credit Partiesany transaction between Borrower, or between a Credit Party Advisors and another Person that becomes a Credit Party as a result of such transactionAdvisors II and/or any Guarantor Subsidiary; (b) reasonable and customary compensation, reimbursement and other fees paid to members of the issuance board of stock directors (or stock equivalents similar governing body) of Borrower to Credit Parties, the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), OZ Subsidiaries and their Affiliates; (c) compensation and reimbursement arrangements for officers and other employees of Borrower Credit Parties, the OZ Subsidiaries and the other Credit Parties their Affiliates entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate advances to officers of Borrower only by reason of such Person and Borrower having common directorsCredit Parties for personal expenses; (e) use of corporate aircraft for personal use; (f) advances of working capital to any Credit Party, (g) transfers of cash and assets to any Credit Party; (h) intercompany transactions expressly permitted by Section 6.1, Section 6.3 or Section 6.7; (i) investments in OZ Funds by officers, directors and Affiliates without the payment of customary normal fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and charges related thereto; or (fj) transactions pursuant to permitted occurring in connection with the offering as contemplated by the S-1 or the agreements in existence on the Closing Date and set forth on Schedule 6.10described therein.

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 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 any Borrower or of any such holder (other than with a Loan Party), unless such transaction is on terms that materially are no less favorable to the applicable Borrower or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of Borrowersuch a holder or Affiliate; provided, provided the foregoing restriction shall not apply to (a) transactions among Credit Partiesthe payment by Lead Borrower, or between a Credit Party and another Person that becomes a Credit Party as a result its Subsidiaries of such transaction; reasonable and customary fees to members of its Subsidiaries’ Boards of Directors, (b) the issuance transfer of stock funds to Sponsor or stock equivalents 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 management payment and provision of Borrower or the other Credit Parties pursuant reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to arrangements described in the following clause (c), officers; (c) compensation arrangements for officers and other employees of Lead Borrower and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate the payment of Borrower only by reason of such Person and Borrower having common directorsmanagement fees to the extent otherwise permitted hereunder; (e) the payment of customary fees reasonable and reasonable out of pocket costs tocommercially appropriate marketing incentives or promotional activities , and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and (f) transactions pursuant Restricted Junior Payments permitted by Section 6.03; and (g) Permitted Reorganizations, Investments made by any Loan Party or one of its Subsidiaries in or to another Loan Party or its Subsidiaries, in each case, as permitted agreements by Section 6.05 and Indebtedness incurred by any Loan Party or its Subsidiaries to another Loan Party or its Subsidiaries, in existence on the Closing Date and set forth on Schedule 6.10each case, as permitted by Section 6.01.

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 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 Borrower such Loan Party or any of its Subsidiaries, on terms that materially are less favorable to Borrower such Loan Party or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate of BorrowerAffiliate; provided, provided the foregoing restriction shall not apply to to: (a) transactions among Credit any transaction between Loan Parties, or between a Credit Party and another Person that becomes a Credit Party as a result of such transaction; ; (b) reasonable and customary fees paid to members of the issuance board of stock directors (or stock equivalents similar governing body) of Borrower to the management of U.S. Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), any of its Subsidiaries; (c) compensation compensation, benefits or indemnification arrangements for officers and other employees of U.S. Borrower and the other Credit Parties or any of its Subsidiaries entered into in the ordinary course of business; ; (d) transactions with any Person which is an Affiliate of Borrower only by reason of such Person and Borrower having common directors; (e) the payment of customary fees and reasonable out of pocket costs toexistence of, and indemnities provided on behalf the performance by any Loan Party of its obligations under the terms of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business any Organizational Documents or securityholders agreement to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and (f) transactions pursuant to permitted agreements in existence which it is a party on the Closing Date and set forth on which has been disclosed to the 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 Section 6.06 and Investments permitted under Sections 6.04(d) and (e); (g) transactions described in Schedule 6.10.6.07; and

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including any repurchase and redemption of stock transactions and the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower NewPageHoldCo or any of its Subsidiaries, on terms that materially are less favorable to Borrower NewPageHoldCo or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of Borrowersuch a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) transactions among Credit Parties, or any transaction between a Credit Party NewPageCo and another Person that becomes a Credit Party as a result of such transactionany Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the issuance board of stock directors (or stock equivalents similar governing body) of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), NewPageHoldCo and its Subsidiaries; (c) compensation arrangements for officers and other employees of Borrower NewPageHoldCo and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate of Borrower only by reason of such Person and Borrower having common directorsdescribed in Schedule 6.12; (e) reimbursement of expenses on or about the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and Closing Date incurred by Sponsor or its Affiliates in connection with the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and Paper Business Acquisition; (f) the transactions pursuant to the Fiber Supply Agreements; (g) the transactions pursuant to the Transition Services Agreement; (h) the transactions pursuant to the Allocation and Services Agreement; and (i) transactions between NewPageHoldCo and such Affiliates that are expressly permitted agreements in existence on the Closing Date and set forth on Schedule 6.10by Sections 6.5 or 6.7.

Transactions with Shareholders and Affiliates. (a) No Credit Party shall shall, directly or indirectly, enter into or permit to exist any transaction (including any repurchase and redemption of stock transactions and the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of Borrower Company or of any such holder, on terms that materially are less favorable to Borrower Company or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of Borrowersuch a holder or Affiliate; provided, the foregoing -------- restriction shall not apply to (a) transactions among Credit Parties, any transaction between Company and any Restricted Subsidiary or between a Credit Party and another Person that becomes a Credit Party as a result any of such transactionthe Guarantor Subsidiaries; (b) reasonable and customary fees paid to members of the issuance board of stock directors (or stock equivalents similar governing body) of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Borrower and the other Credit Parties entered into in the ordinary course of businessbusiness for officers and other employees of Company and its Subsidiaries; and (d) transactions with described in Schedule 6.13. (b) Each Credit Party will (i) maintain entity records and books of account separate from those of any Person other entity which is an Affiliate of Borrower only by reason such Credit Party; (ii) not commingle its funds or assets with those of any other entity which is an Affiliate of such Person and Borrower having common directors; (e) the payment of customary fees and reasonable out of pocket costs toCredit Party, and indemnities provided on behalf of(iii) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such Person's entity actions, shareholders, directors, managers, consultants, officers and employees which meetings will be separate from those of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and (f) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.10Parties.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including any repurchase and redemption of stock transactions and the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries (or any Affiliate of Borrower on such holder) or with any Affiliate of Holdings or of any such holder; provided, however, that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms that materially of such transaction are not less favorable to Borrower Holdings or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of Borrowersuch a holder or Affiliate; further, provided, that the foregoing restriction restrictions shall not apply to (a) transactions among Credit Partiesany transaction between Company and any Guarantor Subsidiary (except that unless and until the Vertex NV Ring Fence Termination Date has occurred, Vertex Refining NV shall not enter into any transaction with Holdings or between its other Subsidiaries unless such transaction is subject to and in accordance with a Credit Party and another Person that becomes a Credit Party as a result of such transactionmaster shared services agreement approved in writing by the Administrative Agent or otherwise approved in writing by the Administrative Agent); (b) reasonable and customary fees paid to members of the issuance board of stock directors (or stock equivalents similar governing body) of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Borrower Holdings and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; (d) transactions under and in accordance with any Person which is an Affiliate of Borrower only by reason of such Person and Borrower having common directorsthe Vertex OH Shared Services Agreement; (e) the payment purchase by ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, trustee of customary fees the ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 2012 GRAT U/A dated April 17, 2012 and reasonable out by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, trustee of pocket costs tothe ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 2012 GRAT U/A dated April 17, and indemnities provided 2012 (collectively, the "▇▇▇▇▇▇ GRATs") of $1,500,000 of Capital Stock on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower or about the First Amendment Effective Date and the other Credit Parties in the ordinary course issuance by Holdings of business warrants to the extent attributable ▇▇▇▇▇▇ GRATs in connection therewith, the proceeds of which shall be contributed by Holdings to the ownership or operation of Borrower and the other Credit Parties Vertex Refining OH and (f) transactions pursuant 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 Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder to permitted agreements Administrative Agent. 17. Section 6.14 of the Credit Agreement is amended by inserting the words “or Vertex Refining OH” immediately after the words “Vertex Refining NV” in existence on clause (f) of such Section. 18. Section 6.15 of the Closing Date Credit Agreement is amended by inserting the following sentence at the end of such Section: No Credit Party shall nor shall it permit any of its Subsidiaries to, agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its rights under any Heartland Acquisition Document without in each case obtaining the prior written consent of Administrative Agent and set forth on Schedule 6.10Requisite Lenders to such amendment, restatement, supplement or other modification or waiver.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall directly or indirectlyit permit any of its Restricted Subsidiaries to, 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 Borrower on terms that are materially are less favorable favorable, taken as a whole (as determined in good faith by Borrower), to Borrower or such other Credit Partythat Restricted Subsidiary, as the case may be, than those that might be obtained at the time from in an arm’’s length transaction with a Person who that is not an Affiliate of BorrowerAffiliate; provided, the foregoing restriction shall not apply to (a) transactions (a) any transaction between Borrower and any Guarantor or between or among Credit Parties, Parties or between a or among Subsidiaries that are not Credit Party and another Person that becomes a Credit Party as a result of such transactionParties; (b) (b) customary fees and indemnifications paid to members of the issuance Board of stock or stock equivalents Directors of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause and its Restricted Subsidiaries; (c), ) (c) compensation arrangements for officers and other employees of Borrower and the other Credit Parties its Restricted Subsidiaries entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate of Borrower only (d) Restricted Junior Payments may be made to the extent permitted by reason of such Person and Borrower having common directorsSection 6.04; (e) the payment of customary fees (e) loans may be made and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of other transactions may be entered into by Borrower and the other Credit Parties in the ordinary course of business its Restricted Subsidiaries to the extent attributable to the ownership or operation of Borrower permitted by Sections 6.01, 6.06 and the other Credit Parties and 6.07; (f) (f) any transaction with an Affiliate where the only consideration paid is Equity Interests of Borrower (other than Disqualified Equity Interests); and (g) (g) transactions pursuant to permitted agreements described in existence on the Closing Date and set forth on Schedule 6.106.09.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including any repurchase and redemption of stock transactions and the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate Affiliate; provided, however, that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (a) Administrative Agent has consented thereto in writing prior to the consummation thereof and (b) the terms of Borrower on terms that materially such transaction are not less favorable to Borrower any Credit Party or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of Borrowersuch a holder or Affiliate; further, provided, that the foregoing restriction restrictions shall not apply to (ai) transactions among Credit Parties, any transaction between the Companies and any Wholly-Owned Guarantor Subsidiary or between a any of them; (ii) reasonable and customary fees paid to members of the Board of Directors of any Credit Party and another Person that becomes a Credit Party as a result or any of such transactionits Subsidiaries; (biii) 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) reasonable and customary compensation arrangements for officers and other employees of Borrower and the other any Credit Parties Party or any of its Subsidiaries entered into in the ordinary course of business; (div) the Specified IPO Transactions; (v) transactions with any Person which is an Affiliate of Borrower only by reason of such Person described on Schedule 6.12; and Borrower having common directors; (evi) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business Restricted Junior Payments to the extent attributable to the ownership or operation of Borrower and the other permitted under Section 6.5. The Credit Parties shall disclose in writing each transaction with any Affiliate involving an amount in excess of $250,000 (other than the sale and (fservice of boats at cost to officers, directors or employees) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.10Administrative Agent promptly after entering into such transaction.

Transactions with Shareholders and Affiliates. No Credit Party shall will, nor will it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including any repurchase and redemption of stock transactions and the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity Securities of Company or with any Affiliate of Borrower Company or of any such holder, on terms that materially when taken as a whole are less favorable in any material respect to Borrower Company or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a Person who is not an Affiliate of Borrowerholder or Affiliate; provided, provided that the foregoing restriction restrictions shall not apply to to: (a) transactions among Credit Parties, any transaction between Company and any of its wholly-owned Subsidiaries or between a Credit Party and another Person that becomes a Credit Party as a result any of such transaction; its wholly-owned Subsidiaries; (b) reasonable and customary fees paid to members of the issuance Governing Bodies 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) Holdings and its Subsidiaries and compensation and benefit arrangements for officers officers, directors and other employees of Borrower and the other Credit Parties entered into in the ordinary course course; (c) the performance by Company of business; its obligations under the Sand Purchase Agreements and under the Conveyance of Undivided Mineral Interest; (d) transactions in accordance with any Person which is an Affiliate the terms of Borrower only by reason of such Person and Borrower having common directors; the Management Agreement; (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the any acquisitions or other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and Investments expressly permitted by Section 6.3; (f) transactions pursuant contemplated under the Note Documents with the holders of the Obligations; (g) any intercompany loan from Company to Holdings or any direct or indirect holding company of Company comprising a Restricted Junior Payment permitted agreements in existence on the Closing Date and set forth on Schedule 6.10under Section 6.5; or (h) any Restricted Junior Payments expressly permitted by Section 6.5.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including any repurchase and redemption of stock transactions and the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower the Partnership on terms, considered together with the terms of all related and substantially concurrent transactions between such Credit Party and such Affiliate of the Partnership, that materially are less favorable to Borrower such Credit Party or such other Credit PartySubsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate of Borrowerthe Partnership in an arms’ length transaction; provided, the foregoing restriction shall not apply to (a) transactions among Credit Parties, or any transaction between a Credit Party Borrower and another Person that becomes a Credit Party as a result of such transactionany Guarantor; (b) reasonable and customary fees paid to members of the issuance board of stock directors (or stock equivalents similar governing body) of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), Partnership and its Subsidiaries; (c) compensation arrangements for officers and other employees of Borrower the Partnership and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate issuance of Borrower only by reason Equity Interests of such Person and Borrower having common directorsthe Partnership or any of its Subsidiaries; (e) Restricted Junior Payments that do not violate the payment provisions of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and Section 6.4; (f) transactions pursuant to permitted agreements in existence on 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 such amendment is not adverse to the Lenders in any material respect; (g) Permitted Project Undertakings and set forth on Schedule 6.10Permitted Equity Commitments; and (h) Project Obligations and Permitted Acquisition Transactions entered into with any Affiliate of the Partnership, unless at the time entered into, only one Sponsor Controls the Partnership and Borrower.

Transactions with Shareholders and Affiliates. No Credit Party The Borrower shall not, and shall not 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 serviceservice or the making of any intercompany loan) with any Affiliate of the Borrower or any of its Subsidiaries, any holder of Capital Stock or other interests in the Borrower or any of its Subsidiaries, or any such Affiliate of any such holder, except on fair and reasonable terms that materially are no less favorable to the Borrower or such other Credit Partythat 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 an Affiliate of Borrowersuch a holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) transactions among Credit Partiesany transaction between the Borrower and its Subsidiaries or between such Subsidiaries, or between a Credit Party the Borrower or its Subsidiaries and another Person that becomes a Credit Party as a result the Guarantors, in each case to the extent otherwise permitted under the other provisions of such transactionSection 6 herein; (b) reasonable and customary fees paid to members of the issuance board of stock directors (or stock equivalents similar governing body) of the Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Borrower and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; and (d) transactions with any Person which is an Affiliate of Borrower only by reason of such Person and Borrower having common directors; (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties described in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and (f) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.106.9.

Transactions with Shareholders and Affiliates. No Credit Loan Party shall, nor shall it permit any of Borrower’s 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 Borrower on or of any such holder; provided, that the Loan Parties and Borrower’s Subsidiaries may enter into or permit to exist any such transaction if both Administrative Agent has consented thereto in writing prior to the consummation thereof and the terms that materially of such transaction are not less favorable to Borrower or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of Borrowersuch a holder or Affiliate; further, provided, further, that the foregoing restriction restrictions shall not apply to any of the following: (a) transactions any transaction among Credit Parties, or between a Credit Party and another Person that becomes a Credit Party as a result of such transaction; the Loan Parties expressly permitted hereunder; (b) reasonable and customary fees paid to members of the issuance Board of stock Directors (or stock equivalents similar governing body) of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), and its Subsidiaries; (c) compensation arrangements for officers and other employees of Borrower and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; ; (d) transactions with any Person which is an Affiliate transaction between a Loan Party and any direct or indirect holder of not more than 20% of any class of Capital Stock of Borrower only by reason of so long as (i) such Person transaction is between a Loan Party and Borrower having common directors; (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided a federally regulated financial institution which occurs on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties 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 such Loan Party, excluding any loan or other form of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties Indebtedness which is not Permitted Indebtedness, and (fiii) such transaction is not otherwise prohibited under the terms of this Agreement; and (e) transactions pursuant to permitted agreements described in existence on the Closing Date and set forth on Schedule 6.106.12.

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 any repurchase and redemption of stock transactions and the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of Borrower 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 (a) such transaction is on terms that materially are less favorable to Borrower or Arm’s Length Terms, (b) such other Credit Partytransaction has been approved by the disinterested members of the Board of Directors of Company, as (c) if the case may beaggregate value of the transaction is more than $1,000,000, than those that might be Company has obtained at the time from a Person who 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 not an Affiliate fair to the Loan Parties, and (d) if the aggregate value of Borrowerthe transaction is more than $5,000,000, such transaction has been consented to by the Required Lenders; provided, provided further that the foregoing restriction restrictions shall not apply to any of the following: (a) transactions any transaction among Credit the Loan Parties, or between a Credit Party and another Person that becomes a Credit Party as a result of such transaction; ; (b) reasonable and customary fees paid to members of the issuance Board of stock Directors (or stock equivalents similar governing body) of Borrower Company and its Subsidiaries who are not officers or employees of any Loan Party so long as such fees are paid to the management of Borrower individuals (or the other Credit Parties pursuant to arrangements described in the following clause (csuch individual’s personal service company), ; (c) compensation arrangements for officers and other employees of Borrower Company and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.12. Company shall disclose in writing each transaction with any Person which is an holder of 5% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of Borrower only by reason Company or of any such Person holder to Agents and Borrower having common directors; (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and (f) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.10Lenders.

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 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 the Borrower or of any such holder on terms that materially are less favorable to the Borrower or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of Borrowersuch a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (a) transactions any transaction between or among Credit Parties, (x) the Borrower and/or one or between a Credit Party and another Person that becomes a Credit Party as a result of such transactionmore Subsidiary Guarantors or (y) one or more Foreign Subsidiaries; (b) reasonable and customary fees paid to members of the issuance board of stock directors (or stock equivalents similar governing body) of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), Holdings and its Subsidiaries; (c) compensation arrangements (including severance) for officers and other employees of Borrower Holdings and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate of Borrower only by reason of such Person permitted in Sections 6.01(o) and Borrower having common directors6.05(b), (c) 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 permitted under Section 6.05, (j) loans and other transactions by the Loan Parties to the extent permitted under this Article 6, (k) the payment of customary fees fees, compensation, and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Loan Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and Loan Parties, (fl) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.106.12 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; and (m) dividends, redemptions and repurchases permitted under Section 6.05.

Transactions with Shareholders and Affiliates. No Credit Loan Party shall, nor shall it permit any of Borrower’s 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) ), or series of related transactions, with any Affiliate of Borrower on terms that materially are less favorable to Borrower or of any such other Credit Party, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of Borrowerholder with [*]; provided, that the Loan Parties and Borrower’s Subsidiaries may enter into or permit to exist any such transaction if Administrative Agent has consented thereto in writing prior to the consummation thereof, provided, further, that the foregoing restriction restrictions shall not apply to any of the following: (a) transactions any transaction among Credit Parties, or between a Credit Party the Borrower and another Person that becomes a Credit Party as a result of such transaction; its Subsidiaries not prohibited hereunder; (b) reasonable and customary fees paid to current or former members of the issuance Board of stock Directors (or stock equivalents similar governing body) of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), and its Subsidiaries; (c) compensation arrangements for current and former officers and other employees of Borrower ▇▇▇▇▇▇▇▇ and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; ; (d) transactions (or series of related transactions) that have [*] during the term of this Agreement and that are, in the case of each such transaction (or series of related transactions), on terms that are not less favorable to the 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 any a Person which is other than an Affiliate (as determined in good faith by the senior management or the board of Borrower only by reason directors of such Person and Borrower having common directorsthe Borrower); and (e) the payment of customary fees and reasonable out of pocket costs totransactions described in Schedule 6.12 (including without limitation, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the any intercompany licenses or other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and (f) transactions pursuant to permitted agreements in existence arrangements existing on the Closing Date and set forth on Schedule 6.10Date).

Transactions with Shareholders and Affiliates. No Credit Party The Borrower shall not, and shall not 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 serviceservice or the making of any intercompany loan) with any Affiliate of the Borrower or any of its Subsidiaries, any holder of Capital Stock or other interests in the Borrower or any of its Subsidiaries, or any such Affiliate of any such holder, except on fair and reasonable terms that materially are no less favorable to the Borrower or such other Credit Partythat 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 an Affiliate of Borrowersuch a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (a) transactions among Credit Parties, any transaction between the Borrower and its Subsidiaries or between a Credit Party and another Person that becomes a Credit Party as a result such Subsidiaries, in each case to the extent otherwise permitted under the other provisions of such transactionSection 6; (b) reasonable and customary fees paid to members of the issuance board of stock directors (or stock equivalents similar governing body) of the Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Borrower and the other Credit Parties its $500,000,000 THREE YEAR CREDIT AGREEMENT Subsidiaries entered into in the ordinary course of business; and (d) transactions with any Person which is an Affiliate of Borrower only by reason of such Person and Borrower having common directors; (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties described in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and (f) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.106.8.

Transactions with Shareholders and Affiliates. No Credit Party Borrower shall not, nor shall it permit any of its Restricted 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 any Credit Party; provided, however, that the Borrower on and the Restricted Subsidiaries may enter into or permit to exist any such transaction if the terms that materially of such transaction are not, taken as a whole, less favorable in any material respect to Borrower or such other Credit Partyany 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 an Affiliate of BorrowerAffiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) (i) any transaction between Credit Parties (other than Borrower) and (ii) transactions between or among Restricted Subsidiaries that are not Credit Parties, or between a Credit Party and another Person that becomes a Credit Party as a result of such transaction; (b) the issuance of stock transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or stock equivalents of Borrower to the management of Borrower among such parties under this Agreement or the any other Credit Parties pursuant to arrangements described in the following clause (c), Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of Borrower each Credit Party (other than Borrower) and the other Credit Parties its Restricted Subsidiaries entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate of Borrower only Restricted Payments and Restricted Debt Payments permitted by reason of such Person and Borrower having common directors; Section 6.05(a) or (b), (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and Investments permitted by Section 6.07; (f) transactions pursuant 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 and the Warrant) to permitted agreements in existence which it is a party on the Closing Date and set forth on Schedule 6.106.12; (h) payments under the TCP Director Agreement to the extent permitted under 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; (i) guarantees permitted by Section 6.01, and (j) the PSD Guarantee.

Transactions with Shareholders and Affiliates. No Credit Party Each Borrower shall, and shall cause its Restricted 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 Borrower on any Credit Party only if the terms that materially of such transaction are not, taken as a whole, less favorable in any material respect to such Borrower or such other Credit Partythat 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 an Affiliate of BorrowerAffiliate; provided, that the foregoing restriction restrictions shall not apply to (a) transactions any transaction between or among Credit Parties, or between a Parties and Restricted Subsidiaries otherwise permitted by the Credit Party and another Person that becomes a Credit Party as a result of such transactionDocuments; (b) the issuance of stock transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or stock equivalents of Borrower to the management of Borrower among such parties under this Agreement or the any other Credit Parties pursuant to arrangements described in the following clause (c), Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of Borrower each Credit Party and the other Credit Parties entered into in the ordinary course of businessits Restricted Subsidiaries; (d) transactions with any Person which is an Affiliate of Borrower only Restricted Payments and Restricted Debt Payments permitted by reason of such Person and Borrower having common directors; Section 6.05(a) or (b), (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and Investments permitted by Section 6.07; (f) transactions pursuant 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 permitted agreements in existence which it is a party on the Closing Date and set forth on Schedule 6.105.22; (h) payments under the TCP Director Agreement; and (i) guarantees permitted by Section 6.01 and (j) transactions pursuant to any Permitted Residual Financings.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including any repurchase and redemption of stock transactions and the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower NewPageHoldCo or any of its Subsidiaries, on terms that materially are less favorable to Borrower NewPageHoldCo or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of Borrowersuch a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) transactions among Credit Parties, or any transaction between a Credit Party NewPageCo and another Person that becomes a Credit Party as a result of such transactionany Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the issuance board of stock directors (or stock equivalents similar governing body) of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), NewPageHoldCo and its Subsidiaries; (c) compensation arrangements for officers and other employees of Borrower NewPageHoldCo and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate of Borrower only by reason of such Person and Borrower having common directorsdescribed in Schedule 6.12; (e) reimbursement of expenses on or about the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and Closing Date incurred by Sponsor or its Affiliates in connection with the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and Paper Business Acquisition; (f) the transactions pursuant to the Fiber Supply Agreements; (g) the transactions pursuant to the Transition Services Agreement; (h) the transactions pursuant to the Allocation and Services Agreement; and (i) transactions between NewPageHoldCo and such Affiliates that are expressly permitted agreements in existence on the Closing Date and set forth on Schedule 6.10by Section 6.5 or 6.7.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including any repurchase and redemption of stock transactions and the purchase, sale, license, lease or exchange of any property or the rendering of any service) with any Affiliate of either Borrower on terms that are materially are less favorable favorable, taken as a whole, to the applicable Borrower or such other Credit Partyapplicable Restricted Subsidiary, as the case may be, than those that might be obtained at the time from in an arm’s length transaction with a Person who that is not an Affiliate of BorrowerAffiliate; provided, however, that the foregoing restriction shall not apply to (a) transactions among Credit Parties, any transaction between either Borrower and any of their Restricted Subsidiaries in the ordinary course of business and consistent with past practice or between a Credit Party any Restricted Subsidiary and another Person that becomes a Credit Party as a result any other Restricted Subsidiary in the ordinary course of such transactionbusiness and consistent with past practice; (b) customary fees and indemnifications paid to members of the issuance Management Board of stock or stock equivalents of either Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), and their Restricted Subsidiaries; (c) compensation arrangements for officers and other employees of either Borrower and the other Credit Parties their Restricted Subsidiaries entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate of Borrower only Restricted Payments may be made to the extent permitted by reason of such Person and Borrower having common directorsSection 6.04; (e) any transaction with an Affiliate where the payment only consideration paid is Equity Interests of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the Borrowers (other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and than Disqualified Equity Interests); (f) transactions pursuant to described in Schedule 6.09 hereto; (g) transactions that are otherwise expressly permitted agreements in existence on by this Agreement; and (h) consummation of the Closing Date and set forth on Schedule 6.10Location Labs Acquisition.

Transactions with Shareholders and Affiliates. No Credit Party shall Borrower will not, and will not 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 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 5% or more of any class of equity Securities of Borrower or any Subsidiary, on terms that materially are less favorable to Borrower or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a Person who is not an Affiliate of Borrowerholder or affiliate; provided, provided that the foregoing restriction shall not apply to (a) transactions among Credit Parties, any transaction between Borrower and any Wholly-Owned Subsidiary or between a Credit Party and another Person that becomes a Credit Party as a result any of such transaction; its Wholly-Owned Subsidiaries including without limitation transactions of the type permitted by Section 7.13 or (b) reasonable and customary fees paid to members of the issuance Boards of stock Directors, officers, employees 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 consultants of Borrower and the other Credit Parties entered into its Subsidiaries 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, (dc) transactions amounts payable under agreements with any Person which is an Affiliate of Borrower only by reason of such Person and Borrower having common directors; (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and (f) transactions pursuant to permitted agreements in existence affiliates existing on the Closing Date (d) contributions to employee benefit plans of Borrower or its Subsidiaries, and set forth on Schedule 6.10(e) dividends and distributions permitted under Section 7.8).

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including any repurchase and redemption of stock transactions and 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 Borrower Company or of any such holder, on terms that materially are less favorable to Borrower Company or such other Credit Partythat 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 an Affiliate of Borrowersuch a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transactions among Credit Parties, Subsidiary Guarantors or between any transaction with subsidiaries in connection with a Credit Party and another Person that becomes a Credit Party as a result of such transactionPermitted Debt Refinancing; (b) reasonable and customary fees paid to members of the issuance board of stock directors (or stock equivalents similar governing body) of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), Company and its Restricted Subsidiaries; (c) compensation ordinary course compensation, benefits, retirement and severance arrangements for officers and other employees of Borrower Company and its Restricted Subsidiaries; (d) issuances of Capital Stock to officers and other employees of Company; (e) 23A Transactions and other transactions in connection with or related to Bank Activities or which are otherwise required by applicable law or regulation; (f) transactions in the Ordinary Course of Business, including transactions relating to ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of 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 Parties 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 businessthe owner trust, solely to the extent such 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 with any Person which is an Affiliate Affiliates in connection with workouts, foreclosures or in connection with the compromise, resolution or full or partial satisfaction of Borrower only by reason obligations of such Person and Borrower having common directors; (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties trade creditors or customers in the ordinary course Ordinary Course of business Business; and (p) (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 (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 Ordinary Course of Business (including, without limitation, to the extent attributable applicable, performance guaranties (other than payment obligations with respect to the ownership 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 operation 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 Borrower and 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 Credit Parties and (f) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.10than Ordinary Course of Business.

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 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 any Borrower or of any such holder (other than with a Loan Party), unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that materially are no less favorable to the applicable Borrower or such other Credit Partythat Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of Borrowersuch a holder or Affiliate; provided, provided the foregoing restriction shall not apply to (a) transactions among Credit Partiesthe payment by Lead Borrower, or between a Credit Party and another Person that becomes a Credit Party as a result its Subsidiaries of such transaction; reasonable and customary fees to members of its Subsidiaries’ Boards of Directors, (b) the issuance transfer of stock funds to Sponsor or stock equivalents 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 management payment and provision of Borrower or the other Credit Parties pursuant reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to arrangements described in the following clause (c), officers; (c) compensation arrangements for officers and other employees of Lead Borrower and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate the payment of Borrower only by reason of such Person and Borrower having common directorsmanagement fees to the extent otherwise permitted hereunder; (e) the payment of customary fees reasonable and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership commercially appropriate marketing incentives or operation of Borrower and the other Credit Parties promotional activities and (f) transactions pursuant Permitted Reorganizations, Investments made by any Loan Party or one of its Subsidiaries in or to another Loan Party or its Subsidiaries, in each case, as permitted agreements by Section 6.05 and Indebtedness incurred by any Loan Party or its Subsidiaries to another Loan Party or its Subsidiaries, in existence on the Closing Date and set forth on Schedule 6.10each case, as permitted by Section 6.01.

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 any repurchase and redemption of stock transactions and the purchase, sale, lease or exchange of any property or the rendering of any service) ), or series of related transactions, with any Affiliate of Borrower on terms that materially are less favorable to Borrower or of any such other Credit Party, as the case may be, than those that might be obtained at the time from holder with a Person who is not an Affiliate of Borrowervalue in excess $[***]; provided, that the Loan Parties and their Subsidiaries may enter into or permit to exist any such transaction if Administrative Agent has consented thereto in writing prior to the consummation thereof, provided, further, that the foregoing restriction restrictions shall not apply to any of the following: (a) transactions any transaction among Credit Parties, or between a Credit Party the Borrower and another Person that becomes a Credit Party as a result of such transaction; its Subsidiaries expressly permitted hereunder; (b) reasonable and customary fees paid to current or former members of the issuance Board of stock Directors (or stock equivalents similar governing body) of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), and its Subsidiaries; (c) compensation arrangements for current and former officers and other employees of Borrower and the other Credit Parties its Subsidiaries entered into in the ordinary course of business; and (d) transactions (or series of related transactions) that have a value not in excess of $[***] in the aggregate during the term of this Agreement and that are, in the case of each such transaction (or series of related transactions), on terms that are not less favorable to the 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 any a Person which is other than an Affiliate (as determined in good faith by the senior management or the board of Borrower only by reason directors of such Person and Borrower having common directors; (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and (f) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.10Borrower).