Common use of Limitations for Finnish Guarantors Clause in Contracts

Limitations for Finnish Guarantors. (i) The liabilities and obligations guaranteed by Sappi Finland I Oy (“Sappi Finland”) in its capacity as Guarantor under this Indenture shall not include, and Sappi Finland shall not be liable to perform or be deemed to have undertaken any liability or obligation in respect of, any liability or obligation the guaranteeing of which would be contrary to or would constitute a breach of mandatory provisions or principles of Finnish law, including without limitation (1) Chapter 13, Section 1 of the Finnish Companies Act (1.9.2006/624, as amended) regulating distribution of assets and (2) other applicable mandatory provisions of Finnish corporate law. (ii) Furthermore, the maximum amount payable at any time by Sappi Finland under this Indenture shall not exceed an amount equal to the higher of the following: (A) The aggregate amount of (1) an amount no greater than the aggregate amount owing by Sappi Finland (directly or indirectly) to the Issuer under any intra-group loan agreement or loan agreements between Sappi Finland and the Issuer (or any direct or indirect Subsidiary of the Issuer) existing on the Issue Date and (2) the aggregate amount of funds available for distribution as a dividend of Sappi Finland according to the Companies Act on the date on which any guaranteed party exercises any of its rights, remedies, powers or discretions under the Note Guarantee; (B) the aggregate amount of (1) the aggregate amount owing by Sappi Finland (directly or indirectly) to the Issuer under any intra-group loan agreement or loan agreements between Sappi Finland and the Issuer (or any direct or indirect Subsidiary of the Issuer) existing on the date on which the Trustee exercises any of its rights, remedies, powers or discretions under the Note Guarantee provided by Sappi Finland pursuant to this Indenture and (2) the aggregate amount of funds available for distribution as a dividend of Sappi Finland according to the Companies Act on the date on which any guaranteed party exercises any of its rights, remedies, powers or discretions under any guarantee provided by Sappi Finland pursuant to this Indenture; or (C) any higher amount (based on any direct or indirect economic and operational benefit to Sappi Finland derived under this Indenture) to the extent not prohibited by Chapter 13, Section 1 of the Finnish Companies Act, in each case less the aggregate amount at that time already paid or payable by Sappi Finland under any claim already made under its Note Guarantee.

Limitations for Finnish Guarantors. (i) The liabilities and obligations guaranteed by Sappi Finland I Oy (“Sappi Finland”) in its capacity as Guarantor under this Indenture shall not include, and Sappi Finland shall not be liable to perform or be deemed to have undertaken any liability or obligation in respect of, any liability or obligation the guaranteeing of which would be contrary to or would constitute a breach of mandatory provisions or principles of Finnish law, including without limitation (1) Chapter 13, Section 1 of the Finnish Companies Act (1.9.2006/624, as amended) regulating distribution of assets and (2) other applicable mandatory provisions of Finnish corporate law. (ii) Furthermore, the maximum amount payable by Sappi Finland at any time by Sappi Finland under this Indenture shall not exceed an amount equal to the higher of the following: (A) The aggregate amount of (1) an amount no greater than the aggregate amount owing by Sappi Finland (directly or indirectly) to the Issuer under any intra-group loan agreement or loan agreements between Sappi Finland and the Issuer (or any direct or indirect Subsidiary of the Issuer) existing on the Issue Completion Date and (2) the aggregate amount of funds available for distribution as a dividend of Sappi Finland according to the Companies Act on the date on which any guaranteed party exercises any of its rights, remedies, powers or discretions under the Note Guarantee; (B) the aggregate amount of (1) the aggregate amount owing by Sappi Finland (directly or indirectly) to the Issuer under any intra-group loan agreement or loan agreements between Sappi Finland and the Issuer (or any direct or indirect Subsidiary of the Issuer) existing on the date on which the Trustee exercises any of its rights, remedies, powers or discretions under the Note Guarantee provided by Sappi Finland pursuant to this Indenture and (2) the aggregate amount of funds available for distribution as a dividend of Sappi Finland according to the Companies Act on the date on which any guaranteed party exercises any of its rights, remedies, powers or discretions under any guarantee provided by Sappi Finland pursuant to this Indenture; or (C) any higher amount (based on any direct or indirect economic and operational benefit to Sappi Finland derived under this Indenture) to the extent not prohibited by Chapter 13, Section 1 of the Finnish Companies Act, in each case less the aggregate amount at that time already paid or payable by Sappi Finland under any claim already made under its Note Guarantee.

Limitations for Finnish Guarantors. (i) The liabilities and obligations guaranteed by Sappi Finland I Oy (“Sappi Finland”) in its capacity as Guarantor under this Indenture shall not include, and Sappi Finland shall not be liable to perform or be deemed to have undertaken any liability or obligation in respect of, any liability or obligation the guaranteeing of which would be contrary to or would constitute a breach of mandatory provisions or principles of Finnish law, including without limitation (1) Chapter 13, Section 1 of the Finnish Companies Act (1.9.2006/624, as amended) regulating distribution of assets and (2) other applicable mandatory provisions of Finnish corporate law. (ii) Furthermore, the maximum amount payable by Sappi Finland at any time by Sappi Finland under this Indenture shall not exceed an amount equal to the higher of the following: (A) The aggregate amount of (1) an amount no greater than the aggregate amount owing by Sappi Finland (directly or indirectly) to the Issuer under any intra-group loan agreement or loan agreements between Sappi Finland and the Issuer (or any direct or indirect Subsidiary of the Issuer) existing on the Issue Date and (2) the aggregate amount of funds available for distribution as a dividend of Sappi Finland according to the Companies Act on the date on which any guaranteed party exercises any of its rights, remedies, powers or discretions under the Note Guarantee; (B) the aggregate amount of (1) the aggregate amount owing by Sappi Finland (directly or indirectly) to the Issuer under any intra-group loan agreement or loan agreements between Sappi Finland and the Issuer (or any direct or indirect Subsidiary of the Issuer) existing on the date on which the Trustee exercises any of its rights, remedies, powers or discretions under the Note Guarantee provided by Sappi Finland pursuant to this Indenture and (2) the aggregate amount of funds available for distribution as a dividend of Sappi Finland according to the Companies Act on the date on which any guaranteed party exercises any of its rights, remedies, powers or discretions under any guarantee provided by Sappi Finland pursuant to this Indenture; or (C) any higher amount (based on any direct or indirect economic and operational benefit to Sappi Finland derived under this Indenture) to the extent not prohibited by Chapter 13, Section 1 of the Finnish Companies Act, in each case less the aggregate amount at that time already paid or payable by Sappi Finland under any claim already made under its Note Guarantee.

Limitations for Finnish Guarantors. (i) The liabilities and obligations guaranteed by Sappi Finland I Oy (“Sappi Finland”) in its capacity as Guarantor under this Indenture shall not include, and Sappi Finland shall not be liable to perform or be deemed to have undertaken any liability or obligation in respect of, any liability or obligation the guaranteeing of which would be contrary to or would constitute a breach of mandatory provisions or principles of Finnish law, including without limitation (1) Chapter 13, Section 1 of the Finnish Companies Act (1.9.2006/624, as amended) regulating distribution of assets and (2) other applicable mandatory provisions of Finnish corporate law. (ii) Furthermore, the maximum amount payable by Sappi Finland at any time by Sappi Finland under this Indenture shall not exceed an amount equal to the higher of the following: (A) The aggregate amount of (1) an amount no greater than the aggregate amount owing by Sappi Finland (directly or indirectly) to the Issuer under any intra-intra- group loan agreement or loan agreements between Sappi Finland and the Issuer (or any direct or indirect Subsidiary of the Issuer) existing on the Issue Date and (2) the aggregate amount of funds available for distribution as a dividend of Sappi Finland according to the Companies Act on the date on which any guaranteed party exercises any of its rights, remedies, powers or discretions under the Note Guarantee; (B) the aggregate amount of (1) the aggregate amount owing by Sappi Finland (directly or indirectly) to the Issuer under any intra-group loan agreement or loan agreements between Sappi Finland and the Issuer (or any direct or indirect Subsidiary of the Issuer) existing on the date on which the Trustee exercises any of its rights, remedies, powers or discretions under the Note Guarantee provided by Sappi Finland pursuant to this Indenture and (2) the aggregate amount of funds available for distribution as a dividend of Sappi Finland according to the Companies Act on the date on which any guaranteed party exercises any of its rights, remedies, powers or discretions under any guarantee provided by Sappi Finland pursuant to this Indenture; or (C) any higher amount (based on any direct or indirect economic and operational benefit to Sappi Finland derived under this Indenture) to the extent not prohibited by Chapter 13, Section 1 of the Finnish Companies Act, in each case less the aggregate amount at that time already paid or payable by Sappi Finland under any claim already made under its Note Guarantee.