Common use of Distressed Disposals Clause in Contracts

Distressed Disposals. (a) If a Distressed Disposal is being effected the Security Agent is irrevocably authorised (at the cost of the relevant Debtor and without any consent, sanction, authority or further confirmation from any Creditor or Debtor or the Bond Security Agent): (i) release of Transaction Security/Bond Only Security/non-crystallisation certificates: to release the Transaction Security or Bond Only Security, as the case may be, or any other claim over that asset and execute and deliver or enter into any release of that Transaction Security or Bond Only Security, as the case may be, or claim and issue any letters of non-crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security Agent, be considered necessary or desirable; (ii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Debtor): if the asset which is disposed of consists of shares in the capital of a Debtor, to release (or instruct to release): (A) that Debtor and any Subsidiary of that Debtor from all or any part of: (1) its Borrowing Liabilities; (2) its Guarantee Liabilities; and (3) its Other Liabilities; (B) any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets; (C) any other claim of an Intra-Group Lender, or another Debtor over that Debtor’s assets or over the assets of any Subsidiary of that Debtor; and (D) where that Debtor is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors and Debtors; (iii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Holding Company): if the asset which is disposed of consists of shares in the capital of any Holding Company of a Debtor, to release (or instruct to release): (A) that Holding Company and any Subsidiary of that Holding Company from all or any part of: (1) its Borrowing Liabilities; (2) its Guarantee Liabilities; and (3) its Other Liabilities; (B) any Transaction Security granted by any Subsidiary of that Holding Company over any of its assets; (C) any other claim of an Intra-Group Lender or another Debtor over the assets of any Subsidiary of that Holding Company; and (D) where that Holding Company or its Subsidiary is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors and Debtor; (iv) disposal of liabilities on a share sale: provided always that the disposal is in accordance with the Security Enforcement Principles, if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (a “Share Disposal”) and the Security Agent (acting in accordance with paragraph (d) below) decides to dispose of all or any part of: (A) the Liabilities; or (B) the Debtor Liabilities, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company (a “Liabilities Disposal”): (C) (if the Security Agent (acting in accordance with paragraph (c) below) does not intend that any transferee of those Liabilities or Debtor Liabilities (the “Transferee”) will be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of all (and not part only) of those Liabilities owed to the Senior Creditors or Debtor Liabilities provided that notwithstanding any other provision of any Debt Document the Transferee shall not be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement; (D) (if the Security Agent (acting in accordance with paragraph (c) below) does intend that any Transferee will be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of: (1) all (and not part only) of the Liabilities owed to the Senior Creditors; and (2) all or part of any other Liabilities and the Debtor Liabilities, on behalf of, in each case, the relevant Creditors and Debtors; and (E) in all cases, where the enforcement giving rise to a Liabilities Disposal is in respect of an enforcement by way of a Share Disposal of the shares in the capital of SPH, the Security Agent shall be required, prior to such Liabilities Disposal, to enforce the Security over the shares in the capital of Sappi Manufacturing (Pty) Limited, South Africa; (v) transfer of obligations in respect of liabilities on a share sale: if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “Disposed Entity”) and the Security Agent (acting in accordance with paragraph (d) below) decides to transfer to another Debtor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of: (A) the Intra-Group Liabilities; or (B) the Debtor Liabilities, to execute and deliver or enter into any agreement to: (C) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the relevant Intra-Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and (D) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities are to be transferred. (b) The net proceeds of each Distressed Disposal (and the net proceeds of any disposal of Liabilities or Debtor Liabilities pursuant to paragraph (a)(iv) above) shall be paid to the Security Agent for application in accordance with Clause 14 (Application of Proceeds) as if those proceeds were the proceeds of an enforcement of the Transaction Security and, to the extent that any disposal of Liabilities or Debtor Liabilities has occurred pursuant to paragraph (a)(iv)(D) above), as if that disposal of Liabilities or Debtor Liabilities had not occurred. (c) In the case of a Distressed Disposal (or a disposal of Liabilities pursuant to paragraph (a)(iv)(D) above) effected by or at the request of the Security Agent (acting in accordance with paragraph (d) below), the Security Agent shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Security Agent shall have no obligation to postpone any such Distressed Disposal or disposal of Liabilities in order to achieve a higher price). (d) For the purposes of paragraphs (a)(ii), (a)(iii), (a)(iv), (a)(v) and (c) above, the Security Agent shall act: (i) if the relevant Distressed Disposal is being effected by way of enforcement of the Transaction Security, in accordance with Clause 12.4 (Manner of enforcement); and (ii) in any other case on the instructions of the Majority Senior Creditors.

Distressed Disposals. (aA) If Subject to paragraph (C) below, if a Distressed Disposal is being effected effected, the Security and Intercreditor Agent shall, and is irrevocably authorised (at the cost of the relevant Debtor Obligor or Group Company and without any consent, sanction, authority or further confirmation from any Creditor Finance Party, any Obligor or Debtor or the Bond Security AgentGroup Company): (i) release of Transaction Security/Bond Only Security/non-crystallisation certificates: to release the Transaction Security or Bond Only Security, as the case may be, or any other claim claim, including any guarantee, over that any relevant asset or Obligor and execute and deliver or enter into any release of that Transaction Security or Bond Only Security, as the case may be, or claim and issue any letters certificates of non-non crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security and Intercreditor Agent, be considered necessary or desirable; (ii) release of liabilities and Transaction Security/Bond Only Security on a share sale (DebtorObligor): if the any relevant asset which is disposed of consists of shares in the capital of a DebtorGroup Company, to release (or instruct to release): (A) that Debtor and any Subsidiary of that Debtor from all or any part of: (1) its Borrowing Liabilities; (2) its Guarantee Liabilities; and (3) its Other Liabilities; (B) any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets; (C) any other claim of an Intra-Group Lender, or another Debtor over that Debtor’s assets or over the assets of any Subsidiary of that Debtor; and (D) where that Debtor is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors and Debtors; (iii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Holding Company): if the asset which is disposed of consists of shares in the capital of any Holding Company of a Debtor, to release (or instruct to release): (Aa) that Holding Group Company and any Subsidiary of that Holding Group Company from all or any part of: (1) its Borrowing Liabilities;; and (2) its Guarantee Liabilities; and. (3) its Other Liabilities; (Bb) any Transaction Security granted by that Group Company or any Subsidiary of that Holding Company over any of its assetsGroup Company; (Cc) any other claim of an Intra-Group Lender another Obligor over that Obligor’s assets or another Debtor over the assets of any Subsidiary of that Holding Company; and (D) where that Holding Company or its Subsidiary is SPH, to instruct the Bond Security Agent to release the Bond Only SecurityObligor, on behalf of the relevant Creditors and DebtorGroup Companies; (iviii) disposal of liabilities on a share sale: provided always that the disposal is in accordance with the Security Enforcement Principles, if the any relevant asset which is disposed of consists of shares in the capital of a Debtor or the Holding Group Company of a Debtor (a “Share Disposal”) and the Security and Intercreditor Agent (acting in accordance with paragraph (dC) below) decides to dispose of all or any part of: (Aa) the Liabilities; or (Bb) the Debtor Obligor Liabilities, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company (a “Liabilities Disposal”):Obligor: (Cc) (if the Security and Intercreditor Agent (acting in accordance with paragraph (cC) below) does not intend that any transferee of those Liabilities or Debtor Obligor Liabilities (the “Transferee”) will be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement), ) to execute and deliver or enter into any agreement to dispose of all (and not or part only) of those Liabilities owed to the Senior Creditors or Debtor Obligor Liabilities provided that notwithstanding any other provision of any Debt Finance Document the Transferee shall not be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement;; and (Dd) (if the Security and Intercreditor Agent (acting in accordance with paragraph (cC) below) does intend that any Transferee will be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement), ) to execute and deliver or enter into any agreement to dispose of: (1) all (and not part only) of the Liabilities owed to the Senior Creditors; and (2) all or part of any other Liabilities and the Debtor Obligor Liabilities, on behalf of, in each case, the relevant Creditors and Debtors; and (E) in all cases, where the enforcement giving rise to a Liabilities Disposal is in respect of an enforcement by way of a Share Disposal of the shares in the capital of SPH, the Security Agent shall be required, prior to such Liabilities Disposal, to enforce the Security over the shares in the capital of Sappi Manufacturing (Pty) Limited, South AfricaObligors; (viv) transfer of obligations in respect of liabilities on a share sale: if the any relevant asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor an Obligor (the “Disposed Entity”) and the Security and Intercreditor Agent (acting in accordance with paragraph (dC) below) decides to transfer to another Debtor Obligor or Group Company (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of: (A) of the Intra-Group Liabilities; or (B) the Debtor Liabilities, Obligor Liabilities to execute and deliver or enter into any agreement to: (Ca) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Obligor Liabilities on behalf of the relevant Intra-Group Lenders and Debtors Obligors to which those obligations are owed and on behalf of the Debtors Obligors which owe those obligations; and (Db) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Obligor Liabilities on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtor Obligor Liabilities are to be transferred. (bB) The net proceeds of each Distressed Disposal (and the net proceeds of any disposal of Liabilities or Debtor Obligor Liabilities pursuant to paragraph (a)(ivA)(iii) above) shall be paid to the Security and Intercreditor Agent for application in accordance with Clause 14 10 (Application of ProceedsAPPLICATION OF PROCEEDS) as if those proceeds were the proceeds of an enforcement of the Transaction Security and, to the extent that any disposal of Liabilities or Debtor Obligor Liabilities has occurred pursuant to paragraph (a)(iv)(DA)(iii)(d) above), as if that disposal of Liabilities or Debtor Obligor Liabilities had not occurred. (cC) In the case of a Distressed Disposal (or a disposal of Liabilities pursuant to paragraph (a)(iv)(DA)(iii)(d) above) effected by or at the request of the Security and Intercreditor Agent (acting in accordance with paragraph (dD) below), the Security and Intercreditor Agent shall take reasonable care to obtain only effect such sale or disposal following the provision of a certificate from an internationally recognised investment bank (acting reasonably) that such sale or disposal is at a fair market price in the prevailing market conditions (though the Security Agent shall have no obligation to postpone any such Distressed Disposal or disposal of Liabilities in order to achieve a higher price)valuation, and for cash consideration for material disposals. (dD) For the purposes of paragraphs (a)(iiA)(i), (a)(iiiA)(ii), (a)(ivA)(iii), (a)(vA)(iv) and (cC) above, the Security and Intercreditor Agent shall act: (i) if the relevant Distressed Disposal is being effected by way of enforcement of the Transaction Security, in accordance with Clause 12.4 7.2 (Manner of enforcement); and (ii) in any other case case: (a) on the instructions of the Majority Senior CreditorsInstructing Group; or (b) in the absence of any such instructions, as the Security and Intercreditor Agent sees fit.

Distressed Disposals. Subject to the terms and conditions of the Communications Law, the Communications Order and the Pledge Permit (and any permit or approval required thereunder) the following will apply: (a) If a Distressed Disposal of any asset is being effected effected, subject to the terms and conditions of the Pledge Permit, the Communications Law and the Communications Order, the Security Agent is irrevocably authorised without liability and (at the cost of the relevant Debtor or the Issuer and without any consentConsent, sanction, authority or further confirmation from any Creditor or Debtor or Debtor) but in each case in accordance with the Bond Security Agent):Enforcement Principles: (i) release of Transaction Security/Bond Only Security/non-crystallisation certificates: to release the Transaction Security or Bond Only Security, as the case may be, or any other claim over that asset and execute and deliver or enter into any release of that Transaction Security or Bond Only Security, as the case may be, or claim and issue any letters of non-crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security Agent, be considered necessary or desirableconnection with such release; (ii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Debtor): if the asset which is disposed of consists of shares in the capital of a Debtor, to release (or instruct to release):: (A) that Debtor and any Subsidiary of that Debtor from all or any part of: (1I) its Borrowing Liabilities; (2II) its Guarantee Liabilities; and (3III) its Other Liabilities; (B) any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets;; and (C) any other claim of an Intra-Group Lender, a Subordinated Creditor or another Debtor over that Debtor’s assets or over the assets of any Subsidiary of that Debtor; and (D) where that Debtor is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors and DebtorsAgents; (iii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Holding Company): if the asset which is disposed of consists of shares in the capital of any Holding Company of a Debtor, to release (or instruct to release):: (A) that Holding Company and any Subsidiary of that Holding Company from all or any part of: (1I) its Borrowing Liabilities; (2II) its Guarantee Liabilities; and (3III) its Other Liabilities; (B) any Transaction Security granted by any Subsidiary of that Holding Company over any of its assets;; and (C) any other claim of an Intra-Group Lender a Subordinated Creditor or another Debtor member of the Group over the assets of that Holding Company and any Subsidiary of that Holding Company; and (D) where that Holding Company or its Subsidiary is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors and DebtorDebtors; (iv) disposal of liabilities on a share sale: provided always that the disposal is in accordance with the Security Enforcement Principles, if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (a “Share Disposal”) and the Security Agent (acting in accordance with paragraph (d) below) decides is instructed to dispose of all or any part of: (A) the Liabilities; or (B) the Debtor Liabilities, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company (a “Liabilities Disposal”):Company: (CI) (if the Security Agent (acting in accordance with paragraph (c) below) does not intend that any transferee of those Liabilities or Debtor Liabilities (the “Transferee”) will be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of all (and not or part only) of those Liabilities owed to the Senior Creditors or Debtor Liabilities provided that notwithstanding any other provision of any Debt Document the Transferee shall not be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement;; and (DII) (if the Security Agent (acting in accordance with paragraph (c) below) does intend that any Transferee will be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of: (1) all (and not part only) of the Liabilities owed to the Senior Primary Creditors; and (2) all or part of any other Liabilities and the Debtor Liabilities, on behalf of, in each case, the relevant Creditors and Debtors; and (E) in all cases, where the enforcement giving rise to a Liabilities Disposal is in respect of an enforcement by way of a Share Disposal of the shares in the capital of SPH, the Security Agent shall be required, prior to such Liabilities Disposal, to enforce the Security over the shares in the capital of Sappi Manufacturing (Pty) Limited, South AfricaDebtor; (v) transfer of obligations in respect of liabilities on a share sale: if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “Disposed Entity”) and the Security Agent (acting in accordance with paragraph (d) below) decides to transfer to another Debtor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of: (A) the Intra-Group Liabilities; or (B) the Debtor Liabilities, to execute and deliver or enter into any agreement to: (CI) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the relevant Intra-Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and (DII) to (provided the Receiving Entity is a Holding Company of the Disposed Entity which is also a guarantor of Secured Liabilities) accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities are to be transferred. (b) The net proceeds of each Distressed Disposal (and the net proceeds of any disposal of Liabilities or Debtor Liabilities pursuant to paragraph (a)(iv‎(a)‎(iv) above) shall be paid to the Security Agent (as the case may be) for application in accordance with Clause 14 ‎13 (Application of Proceeds) as if those proceeds were the proceeds of an enforcement of the Transaction Security and, to the extent that any disposal of Liabilities or Debtor Liabilities has occurred pursuant to paragraph (a)(iv)(D‎(a)‎(iv)‎(II) above), as if that disposal of Liabilities or Debtor Liabilities had not occurred. (c) In the case of a Distressed Disposal (or a disposal of Liabilities pursuant to paragraph (a)(iv)(D‎(a)‎(iv)‎(II) above) effected by or at the request of the Security Agent (acting Agent, and except in accordance with paragraph (d) below)the case of a Distressed Disposal effected by way of public auction, the Security Agent shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Security Agent shall not have no any obligation to postpone any such Distressed Disposal or disposal of Liabilities in order to achieve a higher price). (d) . For the purposes of paragraphs this paragraph (a)(iic), (a)(iii), (a)(iv), (a)(v) and (c) abovein determining whether any consideration to be received in respect of a Distressed Disposal is a fair market price, the Security Agent shall act: be permitted to rely on the opinion to that effect of a Financial Advisor (i) if appointed by the relevant Distressed Disposal is being effected by way of enforcement of the Transaction Security, in accordance with Clause 12.4 (Manner of enforcement); and (ii) in any other case Security Agent on the instructions of the Majority Senior CreditorsInstructing Group and on terms agreed by the Instructing Group).

Distressed Disposals. (a) If a Distressed Disposal is being effected effected, the Security Agent is irrevocably instructed and authorised (at the cost of the relevant Debtor or the Parent) and without any consent, sanction, authority or further confirmation from any Creditor, Subordinated Creditor or Debtor or the Bond Security Agent):Debtor: (ia) release Release of Transaction Security/Bond Only Security/non-crystallisation certificates: to release the Transaction Security or Bond Only Security, as the case may be, or any other claim over that asset and execute and deliver or enter into any release of that Transaction Security or Bond Only Security, as the case may be, or claim and issue any letters of non-crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security Agent, be considered necessary or desirable; (iib) release Release of liabilities and Transaction Security/Bond Only Security on a share sale (Debtor): if the asset which is disposed of consists of shares in the capital of a Debtor, to release (or instruct to release): (Ai) that Debtor and any Subsidiary of that Debtor from all or any part of: (1A) its Borrowing Liabilities under the Subordinated Documents; (B) its Guarantee Liabilities; (2) its Guarantee Liabilities; and (3C) its Other Liabilities; (Bii) any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets;; and (Ciii) any other claim of an Intra-Group Lender, or another Debtor over that Debtor’s assets or over the assets of any Subsidiary of that Debtor; and (D) where that Debtor is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors, the Subordinated Creditors and Debtors; (iiic) release Release of liabilities and Transaction Security/Bond Only Security on a share sale (Holding Company): if the asset which is disposed of consists of shares in the capital of any Holding Company of a Debtor, to release (or instruct to release): (Ai) that Holding Company and any Subsidiary of that Holding Company from all or any part of: (1A) its Borrowing LiabilitiesLiabilities under the Subordinated Documents; (2B) its Guarantee Liabilities; and (3C) its Other Liabilities; (Bii) any Transaction Security granted by any Subsidiary of that Holding Company over any of its assets;; and (Ciii) any other claim of an Intra-Group Lender or another Debtor over the assets of any Subsidiary of that Holding Company; and (D) where that Holding Company or its Subsidiary is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors and DebtorDebtors; (ivd) disposal Disposal of liabilities on a share sale: provided always that the disposal is in accordance with the Security Enforcement Principles, if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (a “Share Disposal”) and the Security Agent (acting in accordance with paragraph Clause 14.3(d) (d) belowDistressed Disposal — Application of Proceeds)) decides to dispose of all or any part of: (Ai) the LiabilitiesLiabilities (other than the Senior Secured Notes Liabilities owed by the Senior Secured Notes Issuer); or (Bii) the Debtor Liabilities, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company (a “Liabilities Disposal”): (CA) (if the Security Agent (acting in accordance with paragraph Clause 14.3(d) (cDistressed Disposal — Application of Proceeds) below) does not intend that any transferee of those Liabilities or Debtor Liabilities (the “Transferee”) will be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of all (and not or part only) of those Liabilities owed to the Senior Primary Creditors or Debtor Liabilities provided that notwithstanding any other provision of any Debt Document the Transferee shall not be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement; (DB) (if the Security Agent (acting in accordance with paragraph Clause 14.3(d) (cDistressed Disposal — Application of Proceeds) below) does intend that any Transferee will be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of: (1a) all (and not part only) of the Liabilities owed to the Senior Primary Creditors; and (2b) all or part of any other Liabilities and the Debtor Liabilities, on behalf of, in each case, the relevant Creditors and Debtors; and (Ee) in all cases, where the enforcement giving rise to a Liabilities Disposal is in respect of an enforcement by way of a Share Disposal of the shares in the capital of SPH, the Security Agent shall be required, prior to such Liabilities Disposal, to enforce the Security over the shares in the capital of Sappi Manufacturing (Pty) Limited, South Africa; (v) transfer Transfer of obligations in respect of liabilities on a share sale: if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “Disposed Entity”) and the Security Agent (acting in accordance with paragraph Clause 14.3(d) (d) belowDistressed Disposal — Application of Proceeds)) decides to transfer to another Debtor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of: (Ai) the Intra-Group Liabilities; or (Bii) the Debtor Liabilities, to execute and deliver or enter into any agreement to: (CA) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the relevant Intra-Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and (DB) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities are to be transferred. (b) The net proceeds of each Distressed Disposal (and the net proceeds of any disposal of Liabilities or Debtor Liabilities pursuant to paragraph (a)(iv) above) shall be paid to the Security Agent for application in accordance with Clause 14 (Application of Proceeds) as if those proceeds were the proceeds of an enforcement of the Transaction Security and, to the extent that any disposal of Liabilities or Debtor Liabilities has occurred pursuant to paragraph (a)(iv)(D) above), as if that disposal of Liabilities or Debtor Liabilities had not occurred. (c) In the case of a Distressed Disposal (or a disposal of Liabilities pursuant to paragraph (a)(iv)(D) above) effected by or at the request of the Security Agent (acting in accordance with paragraph (d) below), the Security Agent shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Security Agent shall have no obligation to postpone any such Distressed Disposal or disposal of Liabilities in order to achieve a higher price). (d) For the purposes of paragraphs (a)(ii), (a)(iii), (a)(iv), (a)(v) and (c) above, the Security Agent shall act: (i) if the relevant Distressed Disposal is being effected by way of enforcement of the Transaction Security, in accordance with Clause 12.4 (Manner of enforcement); and (ii) in any other case on the instructions of the Majority Senior Creditors.

Distressed Disposals. (a) If a Distressed Disposal is being effected the Security Agent Trustee is irrevocably authorised (at the cost of the relevant Debtor and without any consent, sanction, authority or further confirmation from any Creditor or Creditor, Debtor or the Bond Security Agentother grantor of Transaction Security): (i) release of Transaction Security/Bond Only Security/non-non crystallisation certificates: to release the Transaction Security or Bond Only Security, as the case may be, or and any other claim over that asset and execute and deliver or enter into any release of that Transaction Security or Bond Only Security, as the case may be, or and claim and issue any letters of non-crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security AgentTrustee, be considered necessary or desirable; (ii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Debtor): if the asset which is disposed of consists of shares in the capital of a Debtor, to release (or instruct to release):: (A) that Debtor and any Subsidiary of that Debtor from all or any part of: (1) its Borrowing Liabilities (other than the Borrowing Liabilities of the Company that are Senior Liabilities or Senior Unsecured Notes Liabilities); (2) its Guarantee Liabilities; and (3) its Other Liabilities; (B) any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets;; and (C) any other claim of an Intra-Group Lender, or another Debtor or other grantor of Transaction Security over that Debtor’s assets or over the assets of any Subsidiary of that Debtor; and (D) where that Debtor is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors Creditors, Debtors and Debtorsother grantors of Transaction Security; (iii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Holding Company): if the asset which is disposed of consists of shares in the capital of any Holding Company of a Debtor, to release (or instruct to release):: (A) that Holding Company and any Subsidiary of that Holding Company from all or any part of: (1) its Borrowing Liabilities (other than the Borrowing Liabilities of the Company that are Senior Liabilities or Senior Unsecured Notes Liabilities); (2) its Guarantee Liabilities; and (3) its Other Liabilities; (B) any Transaction Security granted by any Subsidiary of that Holding Company over any of its assets;; and (C) any other claim of an Intra-Group Lender or another Debtor over the assets of any Subsidiary of that Holding Company; and (D) where that Holding Company or its Subsidiary is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors and DebtorDebtors; (iv) disposal of liabilities on a share sale: provided always that the disposal is in accordance with the Security Enforcement Principles, if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (a “Share Disposal”) and the Security Agent (acting in accordance with paragraph (d) below) decides to dispose of all or any part of: (A) the Liabilities; or (B) the Debtor Liabilities, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company (a “Liabilities Disposal”): (C) (if the Security Agent (acting in accordance with paragraph (c) below) does not intend that any transferee of those Liabilities or Debtor Liabilities (the “Transferee”) will be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of all (and not part only) of those Liabilities owed to the Senior Creditors or Debtor Liabilities provided that notwithstanding any other provision of any Debt Document the Transferee shall not be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement; (D) (if the Security Agent (acting in accordance with paragraph (c) below) does intend that any Transferee will be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of: (1) all (and not part only) of the Liabilities owed to the Senior Creditors; and (2) all or part of any other Liabilities and the Debtor Liabilities, on behalf of, in each case, the relevant Creditors and Debtors; and (E) in all cases, where the enforcement giving rise to a Liabilities Disposal is in respect of an enforcement by way of a Share Disposal of the shares in the capital of SPH, the Security Agent shall be required, prior to such Liabilities Disposal, to enforce the Security over the shares in the capital of Sappi Manufacturing (Pty) Limited, South Africa; (v) transfer of obligations in respect of liabilities on a share sale: if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “Disposed Entity”) and the Security Agent Trustee (acting in accordance with paragraph (de) below) decides to transfer to another Debtor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of: (A) the Intra-Group Liabilities; or (B) the Debtor Liabilities, to execute and deliver or enter into any agreement to: (C) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the relevant Intra-Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and (D) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities are to be transferred. (b) The net proceeds of each Distressed Disposal (and the net proceeds of any disposal of Liabilities or Debtor Liabilities pursuant to paragraph (a)(iv) above) shall be paid to the Security Agent Trustee for application in accordance with Clause 14 15 (Application of Proceeds) as if those proceeds were the proceeds of an enforcement of the Transaction Security and, to the extent that any disposal of Liabilities or Debtor Liabilities has occurred pursuant to paragraph (a)(iv)(D) above), as if that disposal of Liabilities or Debtor Liabilities had not occurredSecurity. (c) In If on or after the case of first Senior Unsecured Notes Issue Date but before the Senior Unsecured Notes Discharge Date, a Distressed Disposal is being effected such that the Senior Unsecured Notes Guarantees will be released under paragraph (a) above, it is a further condition to the release that either: (i) the Senior Unsecured Notes Trustee has approved the release; or (ii) where shares or assets of a Senior Unsecured Notes Guarantor are sold: (A) the proceeds of such sale or disposal are in cash (or substantially in cash); (B) all claims of the Priority Creditors against a disposal member of Liabilities the Group (if any) (all of whose shares are pledged in favour of the Secured Parties and are sold or disposed of pursuant to paragraph such Enforcement Action), are unconditionally released and discharged or sold or disposed of concurrently with such sale (a)(iv)(D) above) effected by or at and the request obligations of members of the Security Agent (acting Group in accordance with paragraph (d) belowrespect of such claims are not assumed by the purchaser or one of its affiliates), and all Transaction Security under the Security Agent shall take reasonable care to obtain a fair market price Documents in respect of the prevailing market conditions assets that are sold or disposed of is simultaneously and unconditionally released and discharged concurrently with such sale; and (though the Security Agent shall have no obligation to postpone C) such sale or disposal (including any such Distressed Disposal sale or disposal of Liabilities any claim) is made: (1) pursuant to a Public Auction; or (2) where a Financial Adviser selected by the Security Trustee has delivered an opinion in order respect of such sale or disposal that the amount received in connection therewith is fair from a financial point of view taking into account all relevant circumstances including the method of enforcement provided that the liability of such investment bank or internationally recognised firm of accountants in giving such opinion may be limited to achieve a higher price)the amount of its fees in respect of such engagement. (d) For the purposes of paragraphs (a)(ii), (a)(iii), (a)(iv), (a)(v) and (c) above, the Security Agent Trustee shall act: (i) if the relevant Distressed Disposal is being effected by way of enforcement of the Transaction Security, in accordance with Clause 12.4 13.5 (Manner of enforcement); and (ii) in any other case case: (A) on the instructions of the Majority Senior CreditorsInstructing Group; or (B) in the absence of any such instructions, as the Security Trustee sees fit.

Distressed Disposals. (a) If Subject to paragraph (d) below, if a Distressed Disposal is being effected the Security Agent Trustee is irrevocably authorised (at the cost of the relevant Debtor Obligor or KEI and without any consent, sanction, authority or further confirmation from any Creditor Creditor, any Obligor or Debtor or the Bond Security AgentKEI): (i) release of Transaction Security/Bond Only Security/non-crystallisation certificates: to release the Transaction Security or Bond Only Security, as the case may be, or any other claim over that asset and execute and deliver or enter into any release of that Transaction Security or Bond Only Security, as the case may be, or claim and issue any letters of non-crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security AgentTrustee, be considered necessary or desirable; (ii) release of liabilities and Transaction Security/Bond Only Security on a share sale (DebtorObligor): if the asset which is disposed of consists of shares in the capital of a Debtoran Obligor, to release (or instruct to release):: (A) that Debtor Obligor and any Subsidiary of that Debtor Obligor from all or any part of: (1) its Borrowing Liabilities;; and (2) its Guarantee Liabilities; and (3) its Other Liabilities;. (B) any Transaction Security granted by that Debtor Obligor or any Subsidiary of that Debtor Obligor over any of its assets;; and (C) any other claim of an Intra-Group Lender, or another Debtor Obligor over that DebtorObligor’s assets or over the assets of any Subsidiary of that Debtor; and (D) where that Debtor is SPH, to instruct the Bond Security Agent to release the Bond Only SecurityObligor, on behalf of the relevant Creditors Creditors, Obligors, the Junior Facility Agent and Debtorsthe Junior Arrangers; (iii) release disposal of liabilities and Transaction Security/Bond Only Security on a share sale (Holding Company): sale: if the asset which is disposed of consists of shares in the capital of any Holding Company of a Debtor, to release (or instruct to release): (A) that Holding Company and any Subsidiary of that Holding Company from all or any part of: (1) its Borrowing Liabilities; (2) its Guarantee Liabilities; and (3) its Other Liabilities; (B) any Transaction Security granted by any Subsidiary of that Holding Company over any of its assets; (C) any other claim of an Intra-Group Lender or another Debtor over the assets of any Subsidiary of that Holding Company; and (D) where that Holding Company or its Subsidiary is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors and Debtor; (iv) disposal of liabilities on a share sale: provided always that the disposal is in accordance with the Security Enforcement Principles, if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (a “Share Disposal”) Obligor and the Security Agent Trustee (acting in accordance with paragraph (de) below) decides to dispose of all or any part of: (A) the Liabilities; or (B) the Debtor Obligor Liabilities, owed by that Debtor Obligor or Holding Company KEI or any Subsidiary of that Debtor Obligor or Holding Company (a “Liabilities Disposal”):Company: (C) (if the Security Agent Trustee (acting in accordance with paragraph (ce) below) does not intend that any transferee of those Liabilities or Debtor Obligor Liabilities (the “Transferee”) will be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement), ) to execute and deliver or enter into any agreement to dispose of all (and not or part only) of those Liabilities owed to the Senior Creditors or Debtor Obligor Liabilities provided that notwithstanding any other provision of any Debt Finance Document the Transferee shall not be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement;Agreement;and (D) (if the Security Agent Trustee (acting in accordance with paragraph (ce) below) does intend that any Transferee will be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement), ) to execute and deliver or enter into any agreement to dispose of: (1) all (and not part only) of the Liabilities owed to the Senior Creditors; and (2) all or part of any other Liabilities and the Debtor Obligor Liabilities, on behalf of, in each case, the relevant Creditors and Debtors; and (E) in all cases, where the enforcement giving rise to a Liabilities Disposal is in respect of an enforcement by way of a Share Disposal of the shares in the capital of SPH, the Security Agent shall be required, prior to such Liabilities Disposal, to enforce the Security over the shares in the capital of Sappi Manufacturing (Pty) Limited, South AfricaObligors; (viv) transfer of obligations in respect of liabilities on a share sale: if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor an Obligor (the “Disposed Entity”) and the Security Agent Trustee (acting in accordance with paragraph (de) below) decides to transfer to another Debtor Obligor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of: (A) of the Intra-Group Liabilities; or (B) the Debtor Liabilities, Obligor Liabilities to execute and deliver or enter into any agreement to: (CA) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Obligor Liabilities on behalf of the relevant Intra-Group Lenders and Debtors Obligors to which those obligations are owed and on behalf of the Debtors Obligors which owe those obligations; and (DB) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Obligor Liabilities on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtor Obligor Liabilities are to be transferred. (b) The net proceeds of each Distressed Disposal (and the net proceeds of any disposal of Liabilities or Debtor Obligor Liabilities pursuant to paragraph (a)(iv) above) shall be paid to the Security Agent Trustee for application in accordance with Clause 14 11 (Application of Proceeds) as if those proceeds were the proceeds of an enforcement of the Transaction Security and, to the extent that any disposal of Liabilities or Debtor Obligor Liabilities has occurred pursuant to paragraph (a)(iv)(D) above), as if that disposal of Liabilities or Debtor Obligor Liabilities had not occurred. (c) In the case of a Distressed Disposal (or a disposal of Liabilities pursuant to paragraph (a)(iv)(D) above) effected by or at the request of the Security Agent Trustee (acting in accordance with paragraph (de) below), the Security Agent Trustee shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Security Agent Trustee shall have no obligation to postpone any such Distressed Disposal or disposal of Liabilities in order to achieve a higher price). (d) If a Distressed Disposal is being effected at a time when the Majority Junior Lenders are entitled to give, and have given, instructions under Clause 9.3 (Manner of Enforcement), the Security Trustee is not authorised to release any Obligor, Subsidiary or the Holding Company from any Borrowing Liabilities or Guarantor Liabilities owed to any Senior Creditor unless those Borrowing Liabilities or Guarantor Liabilities and any other Senior Lender Liabilities and Hedging Liabilities will be paid (or repaid) in full following that release. (e) For the purposes of paragraphs (a)(ii), (a)(iii), (a)(iv), (a)(v) and (c) above, the Security Agent Trustee shall act: (i) if the relevant Distressed Disposal is being effected by way of enforcement of the Transaction Security, in accordance with Clause 12.4 9.3 (Manner of enforcement); and (ii) in any other case case: (A) on the instructions of the Majority Senior CreditorsInstructing Group; or (B) in the absence of any such instructions, as the Security Trustee sees fit.

Distressed Disposals. (a) If a Distressed Disposal is being effected the Security Agent Trustee is irrevocably authorised (at the cost of the relevant Debtor and without any consent, sanction, authority or further confirmation from any Creditor or Creditor, Debtor or the Bond Security Agentother grantor of Transaction Security): (i) release of Transaction Security/Bond Only Security/non-non crystallisation certificates: to release the Transaction Security or Bond Only Security, as the case may be, or and any other claim over that asset and execute and deliver or enter into any release of that Transaction Security or Bond Only Security, as the case may be, or and claim and issue any letters of non-non crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security AgentTrustee, be considered necessary or desirable; (ii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Debtor): if the asset which is disposed of consists of shares in the capital of a Debtor, to release (or instruct to release):: (A) that Debtor and any Subsidiary of that Debtor from all or any part of: (1) its Borrowing Liabilities; (2) its Guarantee Liabilities; and (3) its Other Liabilities; (B) any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets;; and (C) any other claim of an Intra-Group Lender, or another Debtor or other grantor of Transaction Security over that Debtor’s assets or over the assets of any Subsidiary of that Debtor; and (D) where that Debtor is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors Creditors, Debtors and Debtorsother grantors of Transaction Security; (iii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Holding Company): if the asset which is disposed of consists of shares in the capital of any Holding Company of a Debtor, to release (or instruct to release):: (A) that Holding Company and any Subsidiary of that Holding Company from all or any part of: (1) its Borrowing Liabilities; (2) its Guarantee Liabilities; and (3) its Other Liabilities; (B) any Transaction Security granted by any Subsidiary of that Holding Company over any of its assets;; and (C) any other claim of an Intra-Group Lender or another Debtor over the assets of any Subsidiary of that Holding Company; and (D) where that Holding Company or its Subsidiary is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors and DebtorDebtors; (iv) disposal of liabilities on a share sale: provided always that the disposal is in accordance with the Security Enforcement Principles, if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (a “Share Disposal”) and the Security Agent (acting in accordance with paragraph (d) below) decides to dispose of all or any part of: (A) the Liabilities; or (B) the Debtor Liabilities, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company (a “Liabilities Disposal”): (C) (if the Security Agent (acting in accordance with paragraph (c) below) does not intend that any transferee of those Liabilities or Debtor Liabilities (the “Transferee”) will be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of all (and not part only) of those Liabilities owed to the Senior Creditors or Debtor Liabilities provided that notwithstanding any other provision of any Debt Document the Transferee shall not be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement; (D) (if the Security Agent (acting in accordance with paragraph (c) below) does intend that any Transferee will be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of: (1) all (and not part only) of the Liabilities owed to the Senior Creditors; and (2) all or part of any other Liabilities and the Debtor Liabilities, on behalf of, in each case, the relevant Creditors and Debtors; and (E) in all cases, where the enforcement giving rise to a Liabilities Disposal is in respect of an enforcement by way of a Share Disposal of the shares in the capital of SPH, the Security Agent shall be required, prior to such Liabilities Disposal, to enforce the Security over the shares in the capital of Sappi Manufacturing (Pty) Limited, South Africa; (v) transfer of obligations in respect of liabilities on a share sale: if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “Disposed Entity”) and the Security Agent Trustee (acting in accordance with paragraph (de) below) decides to transfer to another Debtor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of: (A) the Intra-Group Liabilities; or (B) the Debtor Liabilities, to execute and deliver or enter into any agreement to: (C) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the relevant Intra-Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and (D) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities are to be transferred. (b) The net proceeds of each Distressed Disposal (and the net proceeds of any disposal of Liabilities or Debtor Liabilities pursuant to paragraph (a)(iv) above) shall be paid to the Security Agent Trustee for application in accordance with Clause 14 (Application of Proceeds) as if those proceeds were the proceeds of an enforcement of the Transaction Security and, to the extent that any disposal of Liabilities or Debtor Liabilities has occurred pursuant to paragraph (a)(iv)(D) above), as if that disposal of Liabilities or Debtor Liabilities had not occurredSecurity. (c) In the case of a Distressed Disposal (or a disposal of Liabilities pursuant to paragraph (a)(iv)(D) above) effected by or at the request of the Security Agent Trustee (acting in accordance with paragraph (d) below), the Security Agent Trustee shall take reasonable care ensure: (i) the proceeds of such disposal are received in cash (or substantially in cash); (ii) (x) all the claims of the Primary Creditors under the Debt Documents against any member of the Group (if any) whose shares are sold or disposed of pursuant to obtain a fair market price in the prevailing market conditions (though the Security Agent shall have no obligation to postpone any such Distressed Disposal are unconditionally released and discharged concurrently with such disposal (and not assumed by the relevant purchaser or disposal any affiliate thereof) provided however that performance bonds and similar instruments shall not be required to be so released and discharged and (y) all Transaction Security in the assets that are sold or disposed of Liabilities in order to achieve a higher price)is simultaneously and unconditionally released and discharged concurrently with such sale. (d) For the purposes of paragraphs (a)(ii), (a)(iii), (a)(iv), (a)(v) and (c) above, the Security Agent Trustee shall act: (i) if the relevant Distressed Disposal is being effected by way of enforcement of the Transaction Security, in accordance with Clause 12.4 12.3 (Manner of enforcement); and (ii) in any other case case: (A) on the instructions of the Majority Senior CreditorsInstructing Group; or (B) in the absence of any such instructions, as the Security Trustee sees fit.

Distressed Disposals. (a) If Subject to paragraph (d) below, if a Distressed Disposal is being effected the Security Agent is irrevocably authorised (at the cost of the relevant Debtor or the Parent and without any consent, sanction, authority or further confirmation from any Creditor Creditor, Operating Facility Lender, other Secured Party or Debtor or the Bond Security AgentDebtor): (i) release of Transaction Security/Bond Only Security/non-crystallisation certificates: to release the Transaction Security or Bond Only Security, as the case may be, or any other claim over that the asset which is the subject of the Distressed Disposal and execute and deliver or enter into any release of that Transaction Security or Bond Only Security, as the case may be, or claim and issue any letters of non-crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security Agent, be considered necessary or desirable; (ii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Debtor): if the asset which is disposed of consists of shares in the capital of a Debtor, to release (or instruct to release):: (A) that Debtor and any Subsidiary of that Debtor from all or any part of: (1) its Borrowing Liabilities; (2) its Guarantee Liabilities; and (3) its Other Liabilities; (B) any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets;; and (C) any other claim of an any Investor, Intra-Group Lender, Lender or another other Debtor over that Debtor’s assets or over the assets of any Subsidiary of that Debtor; and (D) where that Debtor is SPH, to instruct the Bond Security Agent to release the Bond Only Security, 110 on behalf of the relevant Creditors Creditors, Operating Facility Lenders, Debtors and DebtorsAgents; (iii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Holding Company): if the asset which is disposed of consists of shares in the capital of any Holding Company of a Debtor, to release (or instruct to release):: (A) that Holding Company and any Subsidiary of that Holding Company from all or any part of: (1) its Borrowing Liabilities; (2) its Guarantee Liabilities; and (3) its Other Liabilities; (B) any Transaction Security granted by that Holding Company or any Subsidiary of that Holding Company over any of its assets;; and (C) any other claim of an any Investor, Intra-Group Lender or another other Debtor over that Holding Company’s assets or over the assets of any Subsidiary of that Holding Company; and (D) where that Holding Company or its Subsidiary is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors Creditors, Operating Facility Lenders, Debtors and DebtorAgents; (iv) disposal of liabilities on a share sale: provided always that the disposal is in accordance with the Security Enforcement Principles, if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (a “Share Disposal”) and the Security Agent (acting in accordance with paragraph (dh) below) decides to dispose of all or any part of: (A) the Liabilities; or (B) the Debtor Liabilities, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company (a “Liabilities Disposal”):Company: (C1) (if the Security Agent (Agent, acting in accordance with paragraph (ch) below) , does not intend that any transferee of those Liabilities or Debtor Liabilities (the “Transferee”) will be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of all (and not or part only) of those Liabilities owed to the Senior Creditors or Debtor Liabilities provided that notwithstanding any other provision of any Debt Document the Transferee shall not be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement;; and (D2) (if the Security Agent (Agent, acting in accordance with paragraph (ce) below) , does intend that any Transferee will be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of: (1) all (and not part only) of the Liabilities owed to the Senior Creditors; and (2) all or part of any other Liabilities and the Debtor Liabilities, on behalf of, in each case, the relevant Creditors and Debtors; and (E) in all cases, where the enforcement giving rise to a Liabilities Disposal is in respect of an enforcement by way of a Share Disposal of the shares in the capital of SPH, the Security Agent shall be required, prior to such Liabilities Disposal, to enforce the Security over the shares in the capital of Sappi Manufacturing (Pty) Limited, South Africa; (v) transfer of obligations in respect of liabilities on a share sale: if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “Disposed Entity”) and the Security Agent (acting in accordance with paragraph (d) below) decides to transfer to another Debtor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of: (A) the Intra-Group Liabilities; or (B) the Debtor Liabilities, to execute and deliver or enter into any agreement to: (C) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the relevant Intra-Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and (D) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities are to be transferred. (b) The net proceeds of each Distressed Disposal (and the net proceeds of any disposal of Liabilities or Debtor Liabilities pursuant to paragraph (a)(iv) above) shall be paid to the Security Agent for application in accordance with Clause 14 (Application of Proceeds) as if those proceeds were the proceeds of an enforcement of the Transaction Security and, to the extent that any disposal of Liabilities or Debtor Liabilities has occurred pursuant to paragraph (a)(iv)(D) above), as if that disposal of Liabilities or Debtor Liabilities had not occurred. (c) In the case of a Distressed Disposal (or a disposal of Liabilities pursuant to paragraph (a)(iv)(D) above) effected by or at the request of the Security Agent (acting in accordance with paragraph (d) below), the Security Agent shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Security Agent shall have no obligation to postpone any such Distressed Disposal or disposal of Liabilities in order to achieve a higher price). (d) For the purposes of paragraphs (a)(ii), (a)(iii), (a)(iv), (a)(v) and (c) above, the Security Agent shall act: (i) if the relevant Distressed Disposal is being effected by way of enforcement of the Transaction Security, in accordance with Clause 12.4 (Manner of enforcement); and (ii) in any other case on the instructions of the Majority Senior Creditors.

Distressed Disposals. (a) If Subject to paragraph (d) below, if a Distressed Disposal is being effected the Security Agent is irrevocably authorised (at the cost of the relevant Debtor or the Parent and without any consent, sanction, authority or further confirmation from any Creditor Creditor, Operating Facility Lender, other Secured Party or Debtor or the Bond Security AgentDebtor): (i) release of Transaction Security/Bond Only Security/non-crystallisation certificates: to release the Transaction Security or Bond Only Security, as the case may be, or any other claim over that the asset which is the subject of the Distressed Disposal and execute and deliver or enter into any release of that Transaction Security or Bond Only Security, as the case may be, or claim and issue any letters of non-crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security Agent, be considered necessary or desirable; (ii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Debtor): if the asset which is disposed of consists of shares in the capital of a Debtor, to release (or instruct to release):: (A) that Debtor and any Subsidiary of that Debtor from all or any part of: (1I) its Borrowing Liabilities; (2II) its Guarantee Liabilities; and (3III) its Other Liabilities; (B) any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets;; and (C) any other claim of an any Investor, Intra-Group Lender, Lender or another other Debtor over that Debtor’s assets or over the assets of any Subsidiary of that Debtor; and (D) where that Debtor is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors Creditors, Operating Facility Lenders, Debtors and DebtorsAgents; (iii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Holding Company): if the asset which is disposed of consists of shares in the capital of any Holding Company of a Debtor, to release (or instruct to release):: (A) that Holding Company and any Subsidiary of that Holding Company from all or any part of: (1I) its Borrowing Liabilities; (2II) its Guarantee Liabilities; and (3III) its Other Liabilities; (B) any Transaction Security granted by that Holding Company or any Subsidiary of that Holding Company over any of its assets;; and (C) any other claim of an any Investor, Intra-Group Lender or another other Debtor over that Holding Company’s assets or over the assets of any Subsidiary of that Holding Company; and (D) where that Holding Company or its Subsidiary is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors Creditors, Operating Facility Lenders, Debtors and DebtorAgents; (iv) disposal of liabilities on a share sale: provided always that the disposal is in accordance with the Security Enforcement Principles, if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (a “Share Disposal”) and the Security Agent (acting in accordance with paragraph (dh) below) decides to dispose of all or any part of: (A) the Liabilities; or (B) the Debtor Liabilities, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company (a “Liabilities Disposal”):Company: (CI) (if the Security Agent (Agent, acting in accordance with paragraph (ch) below) , does not intend that any transferee of those Liabilities or Debtor Liabilities (the “Transferee”) will be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of all (and not or part only) of those Liabilities owed to the Senior Creditors or Debtor Liabilities Liabilities, provided that that, notwithstanding any other provision of any Debt Document Document, the Transferee shall not be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement;; and (DII) (if the Security Agent (Agent, acting in accordance with paragraph (ce) below) , does intend that any Transferee will be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of: (1) all (and not part only) of the Liabilities owed to the Senior CreditorsPrimary Creditors and the Operating Facility Lenders; and (2) all or part of any other Liabilities and the Debtor Liabilities, on behalf of, in each case, the relevant Creditors Creditors, Operating Facility Lenders and Debtors; and (E) in all cases, where the enforcement giving rise to a Liabilities Disposal is in respect of an enforcement by way of a Share Disposal of the shares in the capital of SPH, the Security Agent shall be required, prior to such Liabilities Disposal, to enforce the Security over the shares in the capital of Sappi Manufacturing (Pty) Limited, South Africa; (v) transfer of obligations in respect of liabilities on a share sale: if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “Disposed Entity”) and the Security Agent (acting in accordance with paragraph (dh) below) decides to transfer to another Debtor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of: (A) the Intra-Group Liabilities; or (B) the Debtor Liabilities, to execute and deliver or enter into any agreement to: (CI) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the relevant Intra-Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and (DII) (if the Receiving Entity is a Holding Company of the Disposed Entity which is also a guarantor of Senior Liabilities) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities are to be transferred. (b) The net proceeds of each Distressed Disposal (and the net proceeds of any disposal of Liabilities or Debtor Liabilities pursuant to paragraph (a)(iv) above) shall be paid to the Security Agent for application in accordance with Clause 14 (Application of Proceeds) as if those proceeds were the proceeds of an enforcement of the Transaction Security and, to the extent that any disposal of Liabilities or Debtor Liabilities has occurred pursuant to paragraph (a)(iv)(D) above), as if that disposal of Liabilities or Debtor Liabilities had not occurred. (c) In the case of a Distressed Disposal (or a disposal of Liabilities pursuant to paragraph (a)(iv)(D) above) effected by or at the request of the Security Agent (acting in accordance with paragraph (d) below), the Security Agent shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Security Agent shall have no obligation to postpone any such Distressed Disposal or disposal of Liabilities in order to achieve a higher price). (d) For the purposes of paragraphs (a)(ii), (a)(iii), (a)(iv), (a)(v) and (c) above, the Security Agent shall act: (i) if the relevant Distressed Disposal is being effected by way of enforcement of the Transaction Security, in accordance with Clause 12.4 (Manner of enforcement); and (ii) in any other case on the instructions of the Majority Senior Creditors.

Distressed Disposals. (a) If Subject to paragraph (d) below, if a Distressed Disposal is being effected effected, the Security Agent is irrevocably authorised authorized (at the cost of the relevant Debtor and or the Company) without any consent, sanction, authority or further confirmation from any Creditor Creditor, other Secured Party or Debtor or the Bond Security Agent):any Debtor: (i) release of Transaction Security/Bond Only Security/non-crystallisation certificates: to release the Transaction Security or Bond Only Security, as the case may be, or any other claim over that the asset subject to the Distressed Disposal and execute and deliver or enter into any release of that Transaction Security or Bond Only Security, as the case may be, or claim and issue any letters of non-crystallisation crystallization of any floating charge or any consent to dealing that may, in the discretion of the Security Agent, be considered necessary or desirable; (ii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Debtor): if the asset which is disposed of subject to the Distressed Disposal consists of shares in the capital of a Debtor, to release (or instruct to release): : (A) that Debtor and any Subsidiary of that Debtor from all or any part of: : (1I) its Borrowing Liabilities; Obligations; (2II) its Guarantee LiabilitiesObligations; and and (3III) its Other Liabilities; Obligations; (B) any Transaction Security granted by (I) that Debtor or any Subsidiary of that Debtor over any of its assets; assets and/or (II) the direct Holding Company over the shares in the capital of that Debtor; and (C) any other claim of an Intra-Group Lender, Lender or another Debtor or other grantor of Transaction Security over that Debtor’s assets or over the assets of any Subsidiary of that Debtor; and (D) where that Debtor is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors Creditors, Debtors, and DebtorsRepresentatives; (iii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Holding Company): if the asset which is disposed of subject to the Distressed Disposal consists of shares in the capital of any Holding Company of a Debtor, to release (or instruct to release): : (A) that Holding Company and any Subsidiary of that Holding Company from all or any part of: : (1I) its Borrowing Liabilities; Obligations; (2II) its Guarantee LiabilitiesObligations; and and (3III) its Other Liabilities; Obligations; (B) any Transaction Security granted by that Holding Company and any Subsidiary of that Holding Company over any of its assets; ; and (C) any other claim of an Intra-Group Lender or another Debtor over the assets of that Holding Company and any Subsidiary of that Holding Company; and (D) where that Holding Company or its Subsidiary is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors Creditors, Debtors and DebtorRepresentatives; (iv) disposal of liabilities on a share sale: provided always that the disposal is in accordance with the Security Enforcement Principles, if the asset which is disposed of subject to the Distressed Disposal consists of shares in the capital of a Debtor or the Holding Company of a Debtor (a “Share Disposal”) and the Security Agent (acting in accordance with paragraph (df) below) decides to dispose of all or any part of: : (A) the Liabilities; or Obligations or (B) the Debtor LiabilitiesObligations, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company then: (a “Liabilities Disposal”): (CI) (if the Security Agent (acting in accordance with paragraph (cf) below) does not intend that any transferee of those Liabilities Obligations or Debtor Liabilities Obligations (the “Transferee”) will be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of all (and not or part only) of those Liabilities owed to the Senior Creditors Obligations or Debtor Liabilities Obligations; provided that notwithstanding any other provision of any Debt Document the Transferee shall not be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement; Agreement and (DII) (if the Security Agent (acting in accordance with paragraph (cf) below) does intend that any Transferee will be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of: : (1) all (and not part only) of the Liabilities Obligations owed to the Senior Primary Creditors; and and (2) all or part of any other Liabilities Obligations and the Debtor LiabilitiesObligations, on behalf of, in each case, the relevant Creditors and Debtors; and (E) in all cases, where the enforcement giving rise to a Liabilities Disposal is in respect of an enforcement by way of a Share Disposal of the shares in the capital of SPH, the Security Agent shall be required, prior to such Liabilities Disposal, to enforce the Security over the shares in the capital of Sappi Manufacturing (Pty) Limited, South Africa;and/or (v) transfer of obligations in respect of liabilities on a share sale: if the asset which is disposed of subject to the Distressed Disposal consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “Disposed Entity”) and the Security Agent (acting in accordance with paragraph (df) below) decides to transfer (to the extent permitted by applicable law) to another Debtor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of: : (A) the Intra-Group LiabilitiesObligations; or or (B) the Debtor Liabilities, Obligations; to execute and deliver or enter into any agreement to: : (CI) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities Obligations or Debtor Liabilities Obligations, on behalf of the relevant Intra-Group Lenders and or the Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and and (DII) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities Obligations or Debtor Liabilities Obligations on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities Obligations or Debtor Liabilities Obligations are to be transferred. (b) The net proceeds of each Distressed Disposal (and the net proceeds of any disposal of Liabilities Obligations or Debtor Liabilities Obligations pursuant to paragraph (a)(ivSection 14.3(a)(iv) above) shall be paid to the Security Agent for application in accordance with Clause 14 (Application of Proceeds) Section 15 as if those proceeds were the proceeds of an enforcement of the Transaction Security or any other Obligations and, to the extent that any disposal of Liabilities Obligations or Debtor Liabilities Obligations has occurred pursuant to paragraph (a)(iv)(DSection 14.3(a)(iv)(II) above), as if that disposal of Liabilities Obligations or Debtor Liabilities Obligations had not occurred. (c) In the case of a Distressed Disposal (or a disposal of Liabilities Obligations or Debtor Obligations pursuant to paragraph (a)(iv)(DSection 14.3(a)(iv) above) above effected by or at the request of the Security Agent (acting in accordance with paragraph (df) below), the Security Agent (acting on the instructions of the relevant Instructing Group) shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Security Agent shall not have no any obligation to postpone any such Distressed Disposal or disposal of Liabilities Obligations or Debtor Obligations in order to achieve a higher price). (d) If before the Second Lien Debt Discharge Date, a Distressed Disposal is being effected such that any Second Lien Debt Obligations or any Transaction Security or any other Obligations will be released under paragraph (a) above, it is a further condition to any such release that either (i) the Majority Second Lien Debt Creditors have approved the release or (ii) each of the following conditions are satisfied: (A) the proceeds of such sale or disposal are in cash (or substantially in cash); (B) all claims of the Primary Creditors against any member of the Group and any subsidiary of that member of the Group whose shares that are owned by a Debtor and are pledged in favor of the Primary Creditors are sold or disposed of pursuant to such Distressed Disposal, are unconditionally released and discharged concurrently with such sale (and are not assumed by the purchaser or one of its Affiliates), and all Liens under the Security Documents in respect of the assets that are sold or disposed of are simultaneously and unconditionally released and discharged concurrently with such sale, provided that in the event of a sale or disposal of any such claim (instead of a release or discharge): (I) the relevant Instructing Group determines, acting reasonably and in good faith, that the Security Agent will recover more than if such claim was released or discharged; and (II) the Representative(s) representing the relevant Instructing Group serves a notice on the Security Agent notifying the Security Agent of the same, in which case the Security Agent shall be entitled immediately to sell and transfer such claim to such purchaser (or an affiliate of such purchaser); (C) such sale or disposal is made: (I) pursuant to a Public Auction; or (II) where a Financial Adviser confirms in an independent opinion that the sale, disposal or transfer price is fair from a financial point of view after taking into account all relevant circumstances giving rise to such sale; provided that there shall be no obligation to postpone any such sale, disposal or transfer in order to achieve a higher price; and (D) the proceeds are applied in accordance with Section 15. (e) If before the Additional Unsecured Debt Discharge Date, a Distressed Disposal is being effected such that any Additional Unsecured Debt Obligations or any Transaction Security or any other Obligations will be released under paragraph (a) above, it is a further condition to any such release that either (i) the Majority Additional Unsecured Debt Creditors have approved the release or (ii) each of the following conditions are satisfied: (A) the proceeds of such sale or disposal are in cash (or substantially in cash); (B) all claims of the Primary Creditors against any member of the Group and any subsidiary of that member of the Group whose shares that are owned by a Debtor and are pledged in favor of the Primary Creditors are sold or disposed of pursuant to such Distressed Disposal, are unconditionally released and discharged concurrently with such sale (and are not assumed by the purchaser or one of its Affiliates), and all Liens under the Security Documents in respect of the assets that are sold or disposed of are simultaneously and unconditionally released and discharged concurrently with such sale, provided that in the event of a sale or disposal of any such claim (instead of a release or discharge): (I) the relevant Instructing Group determines, acting reasonably and in good faith, that the Security Agent will recover more than if such claim was released or discharged; and (II) the Representative(s) representing the relevant Instructing Group serves a notice on the Security Agent notifying the Security Agent of the same, in which case the Security Agent shall be entitled immediately to sell and transfer such claim to such purchaser (or an affiliate of such purchaser); (C) such sale or disposal is made: (I) pursuant to a Public Auction; or (II) where a Financial Adviser confirms in an independent opinion that the sale, disposal or transfer price is fair from a financial point of view after taking into account all relevant circumstances giving rise to such sale; provided that there shall be no obligation to postpone any such sale, disposal or transfer in order to achieve a higher price; and (D) the proceeds are applied in accordance with Section 15. (f) For the purposes of paragraphs paragraph (a)(ii), (a)(iii), (a)(iv), (a)(v) and (cd) above, the Security Agent shall act: : (i) if the relevant Distressed Disposal is being effected by way of enforcement of the Transaction Security, in accordance with Clause 12.4 (Manner of enforcement); and (ii) in any other case on the instructions of the Majority Senior Creditorsrelevant Instructing Group; or (ii) in the absence of any such instructions, as the Security Agent sees fit, which includes, for the avoidance of doubt, refraining from taking any action.

Distressed Disposals. (a) If Subject to paragraph (b) below and paragraphs (d), (e) and (f) of Clause 17.7 (Instructions to the Security Agent and exercise of discretion), if a Distressed Disposal of any asset is being effected effected, the Security Agent is irrevocably authorised (at the cost of the relevant Debtor or the Parent and without any consent, sanction, authority or further confirmation from any Creditor Creditor, Secured Party or Debtor or the Bond Security AgentDebtor): (i) release of Transaction Security/Bond Only Security/non-non crystallisation certificates: to release the Transaction Security or Bond Only Security, as the case may be, or any other claim over that asset and execute and deliver or enter into any release of that Transaction Security or Bond Only Security, as the case may be, or claim and issue any letters of non-crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security Agent, be considered necessary or desirable; (ii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Debtor): if the asset which is disposed of consists of shares in the capital of a Debtor, to release (or instruct Debtor to release):: (A) that Debtor and any Subsidiary of that Debtor from all or any part of: (1) its Borrowing Liabilities; (2) its Guarantee Liabilities; and (3) its Other Liabilities; (B) any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets;; and (C) any other claim of an Intra-Group Lender, Holding Company Creditor or another Debtor over that Debtor’s assets or over the assets of any Subsidiary of that Debtor; and (D) where that Debtor is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors Creditors, the Arrangers, the Debtors and Debtorsthe Senior Secured Credit Representative(s); (iii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Holding Company): if the asset which is disposed of consists of shares in the capital of any Holding Company of a Debtor, to release (or instruct Debtor to release):: (A) that Holding Company and any Subsidiary of that Holding Company from all or any part of: (1) its Borrowing Liabilities; (2) its Guarantee Liabilities; and (3) its Other Liabilities; (B) any Transaction Security granted by that Holding Company or any Subsidiary of that Holding Company over any of its assets;; and (C) any other claim of an Intra-Group Lender Lender, Holding Company Creditor or another Debtor over the assets of that Holding Company and any Subsidiary of that Holding Company; and (D) where that Holding Company or its Subsidiary is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors Creditors, the Arrangers, the Debtors and Debtorthe Senior Secured Credit Representative(s); (iv) disposal of liabilities on a share sale: provided always that the disposal is in accordance with the Security Enforcement Principles, if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (a “Share Disposal”) and the Security Agent (acting in accordance with paragraph (dg) belowof Clause 17.7 (Instructions to the Security Agent and exercise of discretion)) decides to dispose of all or any part of: (A) the Liabilities; or (B) the Debtor Liabilities, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company (a “Liabilities Disposal”):Company: (C1) (if the Security Agent (acting in accordance with paragraph (cg) belowof Clause 17.7 (Instructions to the Security Agent and exercise of discretion))) does not intend that any transferee of those Liabilities or Debtor Liabilities (the “Transferee”) will be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of all (and not or part only) of those Liabilities owed to the Senior Creditors or Debtor Liabilities provided that notwithstanding any other provision of any Debt Document the Transferee shall not be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement;; and (D2) (if the Security Agent (acting in accordance with paragraph (cg) belowof Clause 17.7 (Instructions to the Security Agent and exercise of discretion))) does intend that any Transferee will be treated as a Senior Primary Creditor or a Secured Party for the purposes of this Agreement), to execute and deliver or enter into any agreement to dispose of: (1a) all (and not part only) of the Liabilities owed to the Senior Primary Creditors; and (2b) all or part of any other Liabilities and the Debtor Liabilities, on behalf of, in each case, the relevant Creditors and Debtors; and (E) in all cases, where the enforcement giving rise to a Liabilities Disposal is in respect of an enforcement by way of a Share Disposal of the shares in the capital of SPH, the Security Agent shall be required, prior to such Liabilities Disposal, to enforce the Security over the shares in the capital of Sappi Manufacturing (Pty) Limited, South Africa; (v) transfer of obligations in respect of liabilities on a share sale: if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “Disposed Entity”) and the Security Agent (acting in accordance with paragraph (d) below) decides to transfer to another Debtor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of: (A) the Intra-Group Liabilities; or (B) the Debtor Liabilities, to execute and deliver or enter into any agreement to: (C) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the relevant Intra-Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and (D) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtor Liabilities are to be transferred. (b) The net proceeds of each Distressed Disposal (and the net proceeds of any disposal of Liabilities or Debtor Liabilities pursuant to paragraph (a)(iv) above) shall be paid to the Security Agent for application in accordance with Clause 14 (Application of Proceeds) as if those proceeds were the proceeds of an enforcement of the Transaction Security and, to the extent that any disposal of Liabilities or Debtor Liabilities has occurred pursuant to paragraph (a)(iv)(D) above), as if that disposal of Liabilities or Debtor Liabilities had not occurred. (c) In the case of a Distressed Disposal (or a disposal of Liabilities pursuant to paragraph (a)(iv)(D) above) effected by or at the request of the Security Agent (acting in accordance with paragraph (d) below), the Security Agent shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Security Agent shall have no obligation to postpone any such Distressed Disposal or disposal of Liabilities in order to achieve a higher price). (d) For the purposes of paragraphs (a)(ii), (a)(iii), (a)(iv), (a)(v) and (c) above, the Security Agent shall act: (i) if the relevant Distressed Disposal is being effected by way of enforcement of the Transaction Security, in accordance with Clause 12.4 (Manner of enforcement); and (ii) in any other case on the instructions of the Majority Senior Creditors.

Distressed Disposals. (aA) If Subject to paragraph (D) below, if a Distressed Disposal is being effected the Security Agent is irrevocably authorised (at the cost of the relevant Debtor Obligor, KEI or KEH and without any consent, sanction, authority or further confirmation from any Creditor Creditor, any Obligor, KEI or Debtor or the Bond Security AgentKEH): (i) release of Transaction Security/Bond Only Security/non-non crystallisation certificates: to release the Transaction Security or Bond Only Security, as the case may be, or any other claim over that asset and execute and deliver or enter into any release of that Transaction Security or Bond Only Security, as the case may be, or claim and issue any letters of non-non crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security Agent, be considered necessary or desirable; (ii) release of liabilities and Transaction Security/Bond Only Security on a share sale (DebtorObligor): if the asset which is disposed of consists of shares in the capital of a Debtoran Obligor, to release (or instruct to release):: (Aa) that Debtor Obligor and any Subsidiary of that Debtor Obligor from all or any part of: (1) its Borrowing Liabilities;; and (2) its Guarantee Liabilities; and. (3) its Other Liabilities; (Bb) any Transaction Security granted by that Debtor Obligor or KEH or any Subsidiary of that Debtor Obligor, over any of its assets;; and (Cc) any other claim of an Intra-Group Lenderanother Obligor, KEI or another Debtor KEH over that DebtorObligor’s assets or over the assets of any Subsidiary of that Debtor; and (D) where that Debtor is SPH, to instruct the Bond Security Agent to release the Bond Only SecurityObligor, on behalf of the relevant Creditors Creditors, Obligors, KEI and DebtorsKEH; (iii) release disposal of liabilities and Transaction Security/Bond Only Security on a share sale (Holding Company): sale: if the asset which is disposed of consists of shares in the capital of any Holding Company of a Debtor, to release (or instruct to release): (A) that Holding Company and any Subsidiary of that Holding Company from all or any part of: (1) its Borrowing Liabilities; (2) its Guarantee Liabilities; and (3) its Other Liabilities; (B) any Transaction Security granted by any Subsidiary of that Holding Company over any of its assets; (C) any other claim of an Intra-Group Lender or another Debtor over the assets of any Subsidiary of that Holding Company; and (D) where that Holding Company or its Subsidiary is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors and Debtor; (iv) disposal of liabilities on a share sale: provided always that the disposal is in accordance with the Security Enforcement Principles, if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (a “Share Disposal”) Obligor and the Security Agent (acting in accordance with paragraph (dD) below) decides to dispose of all or any part of: (Aa) the Liabilities; or (Bb) the Debtor Obligor Liabilities, owed by that Debtor any Obligor or Holding Company KEI or any Subsidiary of that Debtor any Obligor or Holding Company (a “Liabilities Disposal”):Company: (Cc) (if the Security Agent (acting in accordance with paragraph (cD) below) does not intend that any transferee of those Liabilities or Debtor Obligor Liabilities (the “Transferee”) will be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement), ) to execute and deliver or enter into any agreement to dispose of all (and not or part only) of those Liabilities owed to the Senior Creditors or Debtor Obligor Liabilities provided that notwithstanding any other provision of any Debt Finance Document the Transferee shall not be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement;; and (Dd) (if the Security Agent (acting in accordance with paragraph (cD) below) does intend that any Transferee will be treated as a Senior Creditor or a Secured Party for the purposes of this Agreement), ) to execute and deliver or enter into any agreement to dispose of: (1) all (and not part only) of the Liabilities owed to the Senior Creditors; and (2) all or part of any other Liabilities and the Debtor Obligor Liabilities, on behalf of, in each case, the relevant Creditors and Debtors; and (E) in all cases, where the enforcement giving rise to a Liabilities Disposal is in respect of an enforcement by way of a Share Disposal of the shares in the capital of SPH, the Security Agent shall be required, prior to such Liabilities Disposal, to enforce the Security over the shares in the capital of Sappi Manufacturing (Pty) Limited, South AfricaObligors; (viv) transfer of obligations in respect of liabilities on a share sale: if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor an Obligor (the “Disposed Entity”) and the Security Agent (acting in accordance with paragraph (dD) below) decides to transfer to another Debtor Obligor, KEI or KEH (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of: (A) of the Intra-Group Liabilities; or (B) the Debtor Liabilities, Obligor Liabilities to execute and deliver or enter into any agreement to: (Ca) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Obligor Liabilities on behalf of the relevant Intra-Group Lenders and Debtors Obligors to which those obligations are owed and on behalf of the Debtors Obligors which owe those obligations; and (Db) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtor Obligor Liabilities on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtor Obligor Liabilities are to be transferred. (bB) The net proceeds of each Distressed Disposal (and the net proceeds of any disposal of Liabilities or Debtor Obligor Liabilities pursuant to paragraph (a)(ivA)(iii) above) shall be paid to the Security Agent for application in accordance with Clause 14 10 (Application of Proceeds) as if those proceeds were the proceeds of an enforcement of the Transaction Security and, to the extent that any disposal of Liabilities or Debtor Obligor Liabilities has occurred pursuant to paragraph (a)(iv)(DA)(iii)(d) above), as if that disposal of Liabilities or Debtor Obligor Liabilities had not occurred. (cC) In the case of a Distressed Disposal (or a disposal of Liabilities pursuant to paragraph (a)(iv)(DA)(iii)(d) above) effected by or at the request of the Security Agent (acting in accordance with paragraph (dD) below), the Security Agent shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Security Agent shall have no obligation to postpone any such Distressed Disposal or disposal of Liabilities in order to achieve a higher price). (dD) For the purposes of paragraphs (a)(iiA)(i), (a)(iiiA)(ii), (a)(ivA)(iii), (a)(vA)(iv) and (cC) above, the Security Agent shall act: (i) if the relevant Distressed Disposal is being effected by way of enforcement of the Transaction Security, in accordance with Clause 12.4 8.3 (Manner of enforcement); and (ii) in any other case case: (a) on the instructions of the Majority Senior CreditorsInstructing Group; or (b) in the absence of any such instructions, as the Security Agent sees fit.