Common use of Loans and Guarantees Clause in Contracts

Loans and Guarantees. (a) No Obligor shall (and shall ensure that no other Group Company will) make or permit to remain outstanding any loans or grant any credit, other than: (i) any trade credit extended by any Group Company to its customers on normal commercial terms and in the ordinary course of trade; (ii) Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Financial Indebtedness permitted under Clause 22.9 (Financial Indebtedness) (except under paragraph (a)(iv) thereof); (iii) a loan made or credit granted by: (A) an Obligor to another Obligor; or (B) a Group Company which is not an Obligor to another Group Company; (iv) any loan made by an Obligor to a Group Company which is not an Obligor and which is made after the date of this Agreement, so long as the aggregate amount of the Financial Indebtedness under any such loans does not, when aggregated with the aggregated amount of Financial Indebtedness guaranteed by the guarantees permitted under paragraph (b)(viii) below exceed Euro 20,000,000 (or its equivalent in any currency or currencies) at any time; (v) a loan made by a Group Company to an employee or director of any Group Company if the amount of that loan when aggregated with the amount of all loans to employees and directors by Group Companies does not exceed Euro 2,000,000 (or its equivalent in any currency or currencies) at any time; (vi) any loan made to an employee share option scheme or unit trust or management incentive scheme so long as the aggregate amount of the Financial Indebtedness under any such loans does not, when aggregated with the guarantees permitted under paragraph (b)(x) below exceed Euro 5,000,000 (or its equivalent in any currency or currencies) at any time; (vii) any loan made to an employee or director of a Group Company or a Group Company to fund the purchase of shares, or any obligation under a forward sale agreement, deferred purchase agreement or deferred payment arrangement pursuant to an employee share option scheme, unit trust or management incentive scheme; (viii) any loan made as part of a vendor financing provided by any Group Company in connection with a share issue by the Company in compliance with the black empowerment regulations, a Permitted Lereko Disposal or a Permitted SMF Plantation Disposal, provided that the aggregate outstanding amount of all such loans when aggregated with the amount of all obligations guaranteed by guarantees referred to in paragraph (b)(xv) below does not exceed Euro 50,000,000 (or it equivalent in any currency or currencies) at any time; (ix) any loan of the proceeds of the Bonds made by PE Paper Escrow GmbH to Sappi Papier Holding GmbH; (x) any intra-group loans listed in Part II of Schedule 9 (Existing Security, Guarantees and Intercompany Loans) where the principal amount of such loan has not been increased since the date of this Agreement unless expressly permitted by the terms of this Agreement; (xi) any loan funded by the proceeds of the Bonds by an Obligor to Sappi Trading Pulp AG on the signing Date provided that the proceeds of such loan are applied in immediate repayment of amounts outstanding under the Existing RCF Facility; and (xii) any loan (other than a loan made by a Group Company to another Group Company) so long as the aggregate amount of the Financial Indebtedness under any such loans when aggregated with the guarantees permitted under paragraph (b)(xvii) below does not exceed Euro 25,000,000 (or its equivalent in any currency or currencies) at any time. (b) No Obligor shall (and shall ensure that no other Group Company will) incur or allow to remain outstanding any guarantee or indemnity in respect of any obligation of any person, other than: (i) the endorsement of negotiable instruments in the ordinary course of trade; (ii) any performance or similar bond guaranteeing performance by a Group Company under any contract entered into in the ordinary course of business; (iii) any guarantee in relation to indebtedness permitted under Clause 22.9 (Financial Indebtedness); (iv) any guarantee given in respect of the netting or set-off arrangements permitted under Clause 22.7 (Negative pledge); (v) contained in or granted pursuant to the Finance Documents; (vi) any guarantees in place on the date of this Agreement as set out in Part I of Schedule 9 (Existing Security, Guarantees and Intercompany Loans) or any renewals or replacements thereof provided that such renewals or replacements does not result in an increase in the principal amount of Financial Indebtedness so guaranteed and continues to relate to Financial Indebtedness outstanding on the date of this Agreement; (vii) any guarantee issued by an Obligor in respect of any obligation of another Obligor; (viii) any guarantee made by an Obligor to a Group Company which is not an Obligor (and which is made after the date of this Agreement) so long as the aggregate amount of the Financial Indebtedness guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(iv) above exceed Euro 20,000,000 (or its equivalent in any currency or currencies) at any time; (ix) any guarantee issued by a Group Company which is not an Obligor in respect of any obligation of another Group Company; (x) any guarantee granted to any trustee of any employee share option or management incentive or unit trust scheme so long as the aggregate amount of any obligations guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(vi) above, exceed Euro 5,000,000 (or its equivalent in any currency or currencies) at any time; (xi) any guarantees of any obligations of a Sappi Manufacturing Group Company so long as the aggregate amount of such obligations guaranteed by such guarantees does not exceed Euro 25,000,000 (or its equivalent in any currency or currencies) at any time; (xii) any counter-indemnity obligations in respect of bills of exchange provided the aggregate principal amount of the bills of exchange benefiting from such counter-indemnities does not exceed Euro 30,000,000 (or its equivalent in any currency or currencies) at any time; (xiii) any customary indemnity to a purchaser in relation to a Disposal permitted pursuant to Clause 22.8 (Disposals), provided that the maximum potential liability under such indemnity does not exceed the aggregate consideration received by any Group Company for that Disposal; (xiv) any guarantee granted by any entity acquired by a Group Company pursuant to an acquisition permitted pursuant to Clause 22.16 (Acquisitions and Joint Ventures) if: (A) the principal amount guaranteed has not been increased in contemplation of the acquisition of an entity by a Group Company; and (B) the guarantee is removed or discharged within three months of the date of acquisition of such entity; (xv) any guarantee given as part of a vendor financing provided by any Group Company in connection with a share issue by the Company in compliance with the black empowerment regulations, a Permitted Lereko Disposal or a Permitted SMF Plantation Disposal, provided that the aggregate amount of all such obligations guaranteed by such guarantees when aggregated with the outstanding amount of all loans referred to in paragraph (a)(viii) above does not exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time; (xvi) any undertaking by Sappi Papier Holding GmbH to inject capital into Sappisure Försökrings AB; (xvii) any guarantee granted pursuant to a Required Accession; (xviii) guarantees granted in addition to those permitted by sub-paragraphs (i) to (xvii) above, so long as the aggregate amount of Financial Indebtedness guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(xii) above exceed Euro 25,000,000 (or its equivalent in any currency or currencies) at any time.

Loans and Guarantees. (a) No Obligor shall (and the Company shall ensure that no other member of the Group Company will): (i) make any loan, or provide any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee. indemnity, bond or letter of credit to or for the benefit of any person; or (iii) permit to remain outstanding subsist any loans or grant guarantee of any credit, other thanFinancial Indebtedness of any of its Subsidiaries. (b) Paragraph (a) above does not apply to: (i) any trade credit extended by any Group Company to its customers on normal commercial terms and in the ordinary course of trade; (ii) Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Financial Indebtedness permitted under Clause 22.9 (Financial Indebtedness) (except under paragraph (a)(iv) thereof); (iii) a loan made or credit granted by: (A) an Obligor to another Obligor; or (B) a Group Company which is not an Obligor to another Group Company; (iv) any loan made by an Obligor to another Obligor; (ii) any loan made by a member of the Group Company which is not an Obligor and to another member of the Group which is not an Obligor; (iii) any loan made after by a member of the date Group which is not an Obligor to a member of this Agreement, so long as the Group which is an Obligor. provided that the aggregate amount outstanding under all such loans shall not at any time exceed US$10.000,000; (iv) any trade credit granted on customary commercial terms to any customer of a member of the Financial Indebtedness under any such loans does not, when aggregated with the aggregated amount Group; Table of Financial Indebtedness guaranteed by the guarantees permitted under paragraph (b)(viii) below exceed Euro 20,000,000 (or its equivalent in any currency or currencies) at any time;Contents (v) a any loan made by a member of the Group Company to an employee or director of any a member of the Group Company if provided that the amount of that loan when aggregated with the amount aggregate principal value of all loans to employees and directors by Group Companies falling within this paragraph (v) at any time does not exceed Euro 2,000,000 (or its equivalent in any currency or currencies) at any timeUS$2,000,000; (vi) any loan made guarantee granted by the Company in respect of a Permitted Treasury Transaction entered into to an employee share option scheme hedge currency or unit trust or management incentive scheme so long as the aggregate amount interest rate exposure of a member of the Financial Indebtedness under any such loans does not, when aggregated with the guarantees permitted under paragraph (b)(x) below exceed Euro 5,000,000 (or its equivalent in any currency or currencies) at any timeGroup; (vii) any loan made to an employee performance or director payment guarantees given by the Company in respect of a Group Company or a Group Company to fund the purchase payment obligations that do not constitute Financial Indebtedness of shares, or any obligation under a forward sale agreement, deferred purchase agreement or deferred payment arrangement WNS North America Inc. pursuant to an employee share option schemeoutsourcing agreements with WNS North America Inc.’s customers entered into, unit trust or management incentive scheme;in each case, in the ordinary course of its business; and (viii) any loan made as part where all the proceeds of such loan are used to satisfy a vendor financing provided by any Group Company in connection with a share issue by payment obligation of an Obligor under the Company in compliance with the black empowerment regulations, a Permitted Lereko Disposal or a Permitted SMF Plantation Disposal, provided that the aggregate outstanding amount of all such loans when aggregated with the amount of all obligations guaranteed by guarantees referred to in paragraph (b)(xv) below does not exceed Euro 50,000,000 (or it equivalent in any currency or currencies) at any time;Finance Documents. (ix) any loan by reference to clause 30.22 of the proceeds Master Service Agreement and the defined terms in the Master Service Agreement, the indemnity given by the Supplier to the Customer and all Service Recipients in connection with any claim of alleged or actual infringement of ‘any Third Party IPR arising out of or in connection with Customer’s and/or every Service Recipient’s receipt and/or use of the Bonds made Services to be provided by PE Paper Escrow GmbH to Sappi Papier Holding GmbHthe Supplier in accordance with the Master Service Agreement; (x) any intra-group loans listed in Part II by reference to paragraph 10.6 of Schedule 9 (Existing Security12 to the Master Service Agreement and the defined terms in the Master Service Agreement, Guarantees and Intercompany Loans) where the principal amount of such loan has not been increased since the date of this Agreement unless expressly permitted indemnity to be given by the terms Supplier to the Customer (or the relevant Customer Group or replacement service provider) if the Supplier Personnel (other than the Relevant Employees who accept an offer of this employment under paragraph 10.3 of Schedule 12 to the Master Services Agreement) are found, by operation of law, to be employees of Customer, or a member of Customer’s Group, or any replacement service provider, against all employee costs associated with that person and all costs of terminating that person’s employment after the expiry of the Term or as a result of any termination or partial termination of the Services, provided that any such employment is terminated within six months after the expiry of the Term or the relevant termination or partial termination of the provision of Services; (xi) any loan funded guarantee granted by the proceeds Company to the Vendor or a member of the Bonds by an Obligor to Sappi Trading Pulp AG on the signing Date provided that the proceeds of such loan are applied in immediate repayment of amounts outstanding under the Existing RCF Facility; and (xii) any loan (other than a loan made by a Vendor’s Group Company to another Group Company) so long as the aggregate amount of the Financial Indebtedness under any such loans when aggregated with the guarantees permitted under paragraph (b)(xvii) below does not exceed Euro 25,000,000 (or its equivalent in any currency or currencies) at any time. (b) No Obligor shall (and shall ensure that no other Group Company will) incur or allow to remain outstanding any guarantee or indemnity in respect of any obligation of any person, other than: (i) the endorsement of negotiable instruments in the ordinary course of trade; (ii) any performance or similar bond guaranteeing performance by a Group Company under any contract entered into in the ordinary course of business; (iii) any guarantee in relation to indebtedness permitted under Clause 22.9 (Financial Indebtedness); (iv) any guarantee given in respect of the netting or set-off arrangements permitted obligations under Clause 22.7 (Negative pledge); (v) contained in or granted pursuant to the Finance Acquisition Documents; (vi) any guarantees in place on the date of this Agreement as set out in Part I of Schedule 9 (Existing Security, Guarantees and Intercompany Loans) or any renewals or replacements thereof provided that such renewals or replacements does not result in an increase in the principal amount of Financial Indebtedness so guaranteed and continues to relate to Financial Indebtedness outstanding on the date of this Agreement; (vii) any guarantee issued by an Obligor in respect of any obligation of another Obligor; (viii) any guarantee made by an Obligor to a Group Company which is not an Obligor (and which is made after the date of this Agreement) so long as the aggregate amount of the Financial Indebtedness guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(iv) above exceed Euro 20,000,000 (or its equivalent in any currency or currencies) at any time; (ix) any guarantee issued by a Group Company which is not an Obligor in respect of any obligation of another Group Company; (x) any guarantee granted to any trustee of any employee share option or management incentive or unit trust scheme so long as the aggregate amount of any obligations guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(vi) above, exceed Euro 5,000,000 (or its equivalent in any currency or currencies) at any time; (xi) any guarantees of any obligations of a Sappi Manufacturing Group Company so long as the aggregate amount of such obligations guaranteed by such guarantees does not exceed Euro 25,000,000 (or its equivalent in any currency or currencies) at any time; (xii) any counter-indemnity obligations in respect of bills of exchange provided the aggregate principal amount of the bills of exchange benefiting from such counter-indemnities does not exceed Euro 30,000,000 (or its equivalent in any currency or currencies) at any time; (xiii) any customary indemnity to a purchaser in relation to a Disposal permitted pursuant to Clause 22.8 (Disposals), provided that the maximum potential liability under such indemnity does not exceed the aggregate consideration received by any Group Company for that Disposal; (xiv) any guarantee granted by any entity acquired by a Group Company pursuant to an acquisition permitted pursuant to Clause 22.16 (Acquisitions and Joint Ventures) if: (A) the principal amount guaranteed has not been increased in contemplation of the acquisition of an entity by a Group Company; and (B) the guarantee is removed or discharged within three months of the date of acquisition of such entity; (xv) any guarantee given as part of a vendor financing provided by any Group Company in connection with a share issue by the Company in compliance with the black empowerment regulations, a Permitted Lereko Disposal or a Permitted SMF Plantation Disposal, provided that the aggregate amount of all such obligations guaranteed by such guarantees when aggregated with the outstanding amount of all loans referred to in paragraph (a)(viii) above does not exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time; (xvi) any undertaking by Sappi Papier Holding GmbH to inject capital into Sappisure Försökrings AB; (xvii) any guarantee granted pursuant to a Required Accession; (xviii) guarantees granted in addition to those permitted by sub-paragraphs (i) to (xvii) above, so long as the aggregate amount of Financial Indebtedness guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(xii) above exceed Euro 25,000,000 (or its equivalent in any currency or currencies) at any time.

Loans and Guarantees. (a) No Obligor shall (and shall ensure that no other Group Company will) make or permit to remain outstanding any loans or grant any credit, other than: (i) any trade credit extended by any Group Company to its customers on normal commercial terms and in the ordinary course of trade; (ii) Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Financial Indebtedness permitted under Clause 22.9 21.9 (Financial Indebtedness) (except under paragraph (a)(iv) thereof); (iii) a loan made or credit granted by: (A) an Obligor to another Obligor; or (B) a Group Company which is not an Obligor to another Group Company; (iv) any loan made by an Obligor to a Group Company which is not an Obligor and which is made after the date of this Agreement, so long as the aggregate amount of the Financial Indebtedness under any such loans does not, when aggregated with the aggregated amount of Financial Indebtedness guaranteed by the guarantees permitted under paragraph (b)(viii) below exceed Euro 20,000,000 (or its equivalent in any currency or currencies) at any time; (v) a loan made by a Group Company to an employee or director of any Group Company if the amount of that loan when aggregated with the amount of all loans to employees and directors by Group Companies does not exceed Euro 2,000,000 (or its equivalent in any currency or currencies) at any time; (vi) any loan made to an employee share option scheme or unit trust or management incentive scheme so long as the aggregate amount of the Financial Indebtedness under any such loans does not, when aggregated with the guarantees permitted under paragraph (b)(x) below exceed Euro 5,000,000 (or its equivalent in any currency or currencies) at any time; (vii) any loan made to an employee or director of a Group Company or a Group Company to fund the purchase of shares, or any obligation under a forward sale agreement, deferred purchase agreement or deferred payment arrangement pursuant to an employee share option scheme, unit trust or management incentive scheme; (viii) any loan made as part of a vendor financing provided by any Group Company in connection with a share issue by the Company in compliance with the black empowerment regulations, a Permitted Lereko Disposal or a Permitted SMF Plantation Disposal, provided that the aggregate outstanding amount of all such loans when aggregated with the amount of all obligations guaranteed by guarantees referred to in paragraph (b)(xv) below does not exceed Euro 50,000,000 (or it equivalent in any currency or currencies) at any time; (ix) any loan of the proceeds of the Bonds made by PE Paper Escrow GmbH to Sappi Papier Holding GmbHthe Borrower; (x) any intra-group loans listed in Part II B of Schedule 9 (Existing Security, Guarantees and Intercompany Loans) where the principal amount of such loan has not been increased since the date of this Agreement unless expressly permitted by the terms of this Agreement; (xi) any loan funded by the proceeds of the Bonds by an Obligor to Sappi Trading Pulp AG on the signing Signing Date provided that the proceeds of such loan are applied in immediate repayment of amounts outstanding under the Existing RCF Facility; and (xii) any loan (other than a loan made by a Group Company to another Group Company) so long as the aggregate amount of the Financial Indebtedness under any such loans when aggregated with the guarantees permitted under paragraph (b)(xviib)(xviii) below does not exceed Euro 25,000,000 (or its equivalent in any currency or currencies) at any time. (b) No Obligor shall (and shall ensure that no other Group Company will) incur or allow to remain outstanding any guarantee or indemnity in respect of any obligation of any person, other than: (i) the endorsement of negotiable instruments in the ordinary course of trade; (ii) any performance or similar bond guaranteeing performance by a Group Company under any contract entered into in the ordinary course of business; (iii) any guarantee in relation to indebtedness permitted under Clause 22.9 21.9 (Financial Indebtedness); (iv) any guarantee given in respect of the netting or set-off arrangements permitted under Clause 22.7 21.7 (Negative pledge); (v) contained in or granted pursuant to the Finance Documents; (vi) any guarantees in place on the date of this Agreement as set out in Part I A of Schedule 9 (Existing Security, Guarantees and Intercompany Loans) or any renewals or replacements thereof provided that such renewals or replacements does do not result in an increase in the principal amount of Financial Indebtedness so guaranteed and continues to relate to Financial Indebtedness outstanding on the date of this Agreement; (vii) any guarantee issued by an Obligor in respect of any obligation of another Obligor; (viii) any guarantee made by an Obligor to a Group Company which is not an Obligor (and which is made after the date of this Agreement) so long as the aggregate amount of the Financial Indebtedness guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(iv) above exceed Euro 20,000,000 (or its equivalent in any currency or currencies) at any time; (ix) any guarantee issued by a Group Company which is not an Obligor in respect of any obligation of another Group Company; (x) any guarantee granted to any trustee of any employee share option or management incentive or unit trust scheme so long as the aggregate amount of any obligations guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(vi) above, exceed Euro 5,000,000 (or its equivalent in any currency or currencies) at any time; (xi) any guarantees of any obligations of a Sappi Manufacturing Group Company so long as the aggregate amount of such obligations guaranteed by such guarantees does not exceed Euro 25,000,000 (or its equivalent in any currency or currencies) at any time; (xii) any counter-indemnity obligations in respect of bills of exchange provided the aggregate principal amount of the bills of exchange benefiting from such counter-indemnities does not exceed Euro 30,000,000 (or its equivalent in any currency or currencies) at any time; (xiii) any customary indemnity to a purchaser in relation to a Disposal permitted pursuant to Clause 22.8 21.8 (Disposals), provided that the maximum potential liability under such indemnity does not exceed the aggregate consideration received by any Group Company for that Disposal; (xiv) any guarantee granted by any entity acquired by a Group Company pursuant to an acquisition permitted pursuant to Clause 22.16 21.16 (Acquisitions and Joint Ventures) if: (A) the principal amount guaranteed has not been increased in contemplation of the acquisition of an entity by a Group Company; and (B) the guarantee is removed or discharged within three months of the date of acquisition of such entity; (xv) any guarantee given as part of a vendor financing provided by any Group Company in connection with a share issue by the Company in compliance with the black empowerment regulations, a Permitted Lereko Disposal or a Permitted SMF Plantation Disposal, provided that the aggregate amount of all such obligations guaranteed by such guarantees when aggregated with the outstanding amount of all loans referred to in paragraph (a)(viii) above does not exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time; (xvi) any undertaking by Sappi Papier Holding GmbH the Borrower to inject capital into Sappisure Försökrings AB; (xvii) any guarantee granted pursuant to a Required Accession; (xviii) guarantees granted in addition to those permitted by sub-paragraphs (i) to (xvii) above, so long as the aggregate amount of Financial Indebtedness guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(xii) above exceed Euro 25,000,000 (or its equivalent in any currency or currencies) at any time.

Loans and Guarantees. (a) No Obligor shall (and shall ensure that no other Group Company will) make or permit to remain outstanding any loans or grant any credit, other than: (i) any trade credit extended by any Group Company to its customers on normal commercial terms and in the ordinary course of trade; (ii) Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Financial Indebtedness permitted under Clause 22.9 (Financial Indebtedness) (except under paragraph (a)(iv) thereof); (iii) a loan made or credit granted by: (A) an Obligor to another Obligor; or (B) a Group Company which is not an Obligor to another Group Company; (iv) any loan made by an Obligor to a Group Company which is not an Obligor and which is made after the date of this Agreement, so long as the aggregate amount of the Financial Indebtedness under any such loans does not, when aggregated with the aggregated amount of Financial Indebtedness guaranteed by the guarantees permitted under paragraph (b)(viii) below exceed Euro 20,000,000 (or its equivalent in any currency or currencies) at any time; (v) a loan made by a Group Company to an employee or director of any Group Company if the amount of that loan when aggregated with the amount of all loans to employees and directors by Group Companies does not exceed Euro 2,000,000 (or its equivalent in any currency or currencies) at any time; (vi) any loan made to an employee share option scheme or unit trust or management incentive scheme so long as the aggregate amount of the Financial Indebtedness under any such loans does not, when aggregated with the guarantees permitted under paragraph (b)(x) below exceed Euro 5,000,000 (or its equivalent in any currency or currencies) at any time; (vii) any loan made to an employee or director of a Group Company or a Group Company to fund the purchase of shares, or any obligation under a forward sale agreement, deferred purchase agreement or deferred payment arrangement pursuant to an employee share option scheme, unit trust or management incentive scheme; (viii) any loan made as part of a vendor financing provided by any Group Company in connection with a share issue by the Company Sappi Limited in compliance with the black empowerment regulations, a Permitted Lereko Disposal or a Permitted SMF Plantation Disposal, provided that the aggregate outstanding amount of all such loans when aggregated with the amount of all obligations guaranteed by guarantees referred to in paragraph (b)(xv) below does not exceed Euro 50,000,000 (or it equivalent in any currency or currencies) at any time; (ix) any loan of the proceeds of the Bonds made by PE Paper Escrow GmbH to Sappi Papier Holding GmbHthe Company; (x) any intra-group loans listed in Part II of Schedule 9 (Existing Security, Guarantees and Intercompany Loans) where the principal amount of such loan has not been increased since the date of this Agreement unless expressly permitted by the terms of this Agreement; (xi) any loan funded by the proceeds of the Bonds by an Obligor to Sappi Trading Pulp AG on the signing Date provided that the proceeds of such loan are applied in immediate repayment of amounts outstanding under the Existing RCF Facility; and (xii) any loan (other than a loan made by a Group Company to another Group Company) so long as the aggregate amount of the Financial Indebtedness under any such loans when aggregated with the guarantees permitted under paragraph (b)(xvii) below does not exceed Euro 25,000,000 50,000,000 (or its equivalent in any currency or currencies) at any time. (b) No Obligor shall (and shall ensure that no other Group Company will) incur or allow to remain outstanding any guarantee or indemnity in respect of any obligation of any person, other than: (i) the endorsement of negotiable instruments in the ordinary course of trade; (ii) any performance or similar bond guaranteeing performance by a Group Company under any contract entered into in the ordinary course of business; (iii) any guarantee in relation to indebtedness permitted under Clause 22.9 (Financial Indebtedness); (iv) any guarantee given in respect of the netting or set-off arrangements permitted under Clause 22.7 (Negative pledge); (v) contained in or granted pursuant to the Finance Documents; (vi) any guarantees in place on the date of this Agreement as set out in Part I of Schedule 9 (Existing Security, Guarantees and Intercompany Loans) or any renewals or replacements thereof provided that such renewals or replacements does not result in an increase in the principal amount of Financial Indebtedness so guaranteed and continues to relate to Financial Indebtedness outstanding on the date of this Agreement; (vii) any guarantee issued by an Obligor in respect of any obligation of another Obligor; (viii) any guarantee made by an Obligor to a Group Company which is not an Obligor (and which is made after the date of this Agreement) so long as the aggregate amount of the Financial Indebtedness guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(iv) above exceed Euro 20,000,000 (or its equivalent in any currency or currencies) at any time; (ix) any guarantee issued by a Group Company which is not an Obligor in respect of any obligation of another Group Company; (x) any guarantee granted to any trustee of any employee share option or management incentive or unit trust scheme so long as the aggregate amount of any obligations guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(vi) above, exceed Euro 5,000,000 (or its equivalent in any currency or currencies) at any time; (xi) any guarantees of any obligations of a Sappi Manufacturing Southern Africa Group Company so long as the aggregate amount of such obligations guaranteed by such guarantees does not exceed Euro 25,000,000 (or its equivalent in any currency or currencies) at any time; (xii) any counter-indemnity obligations in respect of bills of exchange provided the aggregate principal amount of the bills of exchange benefiting from such counter-indemnities does not exceed Euro 30,000,000 (or its equivalent in any currency or currencies) at any time; (xiii) any customary indemnity to a purchaser in relation to a Disposal permitted pursuant to Clause 22.8 (Disposals), provided that the maximum potential liability under such indemnity does not exceed the aggregate consideration received by any Group Company for that Disposal; (xiv) any guarantee granted by any entity acquired by a Group Company pursuant to an acquisition permitted pursuant to Clause 22.16 (Acquisitions and Joint Ventures) if: (A) the principal amount guaranteed has not been increased in contemplation of the acquisition of an entity by a Group Company; and (B) the guarantee is removed or discharged within three months of the date of acquisition of such entity; (xv) any guarantee given as part of a vendor financing provided by any Group Company in connection with a share issue by the Company in compliance with the black empowerment regulations, a Permitted Lereko Disposal or a Permitted SMF Plantation Disposal, provided that the aggregate amount of all such obligations guaranteed by such guarantees when aggregated with the outstanding amount of all loans referred to in paragraph (a)(viii) above does not exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time; (xvi) any undertaking by Sappi Papier Holding GmbH the Company to inject capital into Sappisure Försökrings Försäkrings AB; (xvii) any guarantee granted pursuant to a Required Accession; (xviii) guarantees granted in addition to those permitted by sub-paragraphs (i) to (xvii) above, so long as the aggregate amount of Financial Indebtedness guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(xii) above exceed Euro 25,000,000 50,000,000 (or its equivalent in any currency or currencies) at any time.

Loans and Guarantees. (a) No Obligor shall (and shall ensure that no other Group Company will) make or permit to remain outstanding any loans or grant any credit, other than: (i) any trade credit extended by any Group Company to its customers on normal commercial terms and in the ordinary course of trade; (ii) Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Financial Indebtedness permitted under Clause 22.9 21.9 (Financial Indebtedness) (except under paragraph (a)(iv) thereof); (iii) a loan made or credit granted by: (A) an Obligor to another Obligor; or (B) a Group Company which is not an Obligor to another Group Company; (iv) any loan made by an Obligor to a Group Company which is not an Obligor and which is made after the date of this Agreement, so long as the aggregate amount of the Financial Indebtedness under any such loans does not, when aggregated with the aggregated amount of Financial Indebtedness guaranteed by the guarantees permitted under paragraph (b)(viii) below exceed Euro EUR 20,000,000 (or its equivalent in any currency or currencies) at any time; (v) a loan made by a Group Company to an employee or director of any Group Company if the amount of that loan when aggregated with the amount of all loans to employees and directors by Group Companies does not exceed Euro EUR 2,000,000 (or its equivalent in any currency or currencies) at any time; (vi) any loan made to an employee share option scheme or unit trust or management incentive scheme so long as the aggregate amount of the Financial Indebtedness under any such loans does not, when aggregated with the guarantees permitted under paragraph (b)(x) below exceed Euro EUR 5,000,000 (or its equivalent in any currency or currencies) at any time; (vii) any loan made to an employee or director of a Group Company or a Group Company to fund the purchase of shares, or any obligation under a forward sale agreement, deferred purchase agreement or deferred payment arrangement pursuant to an employee share option scheme, unit trust or management incentive scheme; (viii) any loan made as part of a vendor financing provided by any Group Company in connection with a share issue by the Company in compliance with the black empowerment regulations, a Permitted Lereko Disposal or a Permitted SMF Plantation Disposal, provided that the aggregate outstanding amount of all such loans when aggregated with the amount of all obligations guaranteed by guarantees referred to in paragraph (b)(xv) below does not exceed Euro EUR 50,000,000 (or it equivalent in any currency or currencies) at any time; (ix) any loan of the proceeds of the 2009 Bonds made by PE Paper Escrow GmbH to Sappi Papier Holding GmbHthe Borrower; (x) any intra-group loans listed in Part II of Schedule 9 (Existing Security, Guarantees and Intercompany Loans) where that have been entered into before the principal amount of such loan has not been increased since the date of this Agreement unless expressly permitted by the terms of this Agreement; (xi) any loan funded by the proceeds of the Bonds by an Obligor to Sappi Trading Pulp AG on the signing Date provided that the proceeds of such loan are applied in immediate repayment of amounts outstanding under the Existing RCF FacilitySigning Date; and (xiixi) any loan (other than a loan made by a Group Company to another Group Company) so long as the aggregate amount of the Financial Indebtedness under any such loans when aggregated with the guarantees permitted under paragraph (b)(xvii) below does not exceed Euro 25,000,000 EUR 50,000,000 (or its equivalent in any currency or currencies) at any time. (b) No Obligor shall (and shall ensure that no other Group Company will) incur or allow to remain outstanding any guarantee or indemnity in respect of any obligation of any person, other than: (i) the endorsement of negotiable instruments in the ordinary course of trade; (ii) any performance or similar bond guaranteeing performance by a Group Company under any contract entered into in the ordinary course of business; (iii) any guarantee in relation to indebtedness permitted under Clause 22.9 21.9 (Financial Indebtedness); (iv) any guarantee given in respect of the netting or set-off arrangements permitted under Clause 22.7 21.7 (Negative pledge); (v) contained in or granted pursuant to the Finance Documents; (vi) any guarantees in place on the date of this Agreement as to be set out in Part I of Schedule 9 2 (Existing Security, Guarantees Security and Intercompany LoansGuarantees) of the Side Letter or any renewals or replacements thereof provided that such renewals or replacements does not result in an increase in the principal amount of Financial Indebtedness so guaranteed and continues to relate to Financial Indebtedness outstanding on the date of this Agreement; (vii) any guarantee issued by an Obligor in respect of any obligation of another Obligor; (viii) any guarantee made by an Obligor to a Group Company which is not an Obligor (and which is made after the date of this Agreement) so long as the aggregate amount of the Financial Indebtedness guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(iv) above exceed Euro EUR 20,000,000 (or its equivalent in any currency or currencies) at any time; (ix) any guarantee issued by a Group Company which is not an Obligor in respect of any obligation of another Group Company; (x) any guarantee granted to any trustee (Treuhänder) of any employee share option or management incentive or unit trust scheme so long as the aggregate amount of any obligations guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(vi) above, exceed Euro EUR 5,000,000 (or its equivalent in any currency or currencies) at any time; (xi) any guarantees of any obligations of a Sappi Manufacturing Southern Africa Group Company so long as the aggregate amount of such obligations guaranteed by such guarantees does not exceed Euro EUR 25,000,000 (or its equivalent in any currency or currencies) at any time; (xii) any counter-indemnity obligations in respect of bills of exchange provided the aggregate principal amount of the bills of exchange benefiting from such counter-indemnities does not exceed Euro EUR 30,000,000 (or its equivalent in any currency or currencies) at any time; (xiii) any customary indemnity to a purchaser in relation to a Disposal permitted pursuant to Clause 22.8 21.8 (Disposals), provided that the maximum potential liability under such indemnity does not exceed the aggregate consideration received by any Group Company for that Disposal; (xiv) any guarantee granted by any entity acquired by a Group Company pursuant to an acquisition permitted pursuant to Clause 22.16 21.17 (Acquisitions and Joint Ventures) if: (A) the principal amount guaranteed has not been increased in contemplation of the acquisition of an entity by a Group Company; and (B) the guarantee is removed or discharged within three months of the date of acquisition of such entity; (xv) any guarantee given as part of a vendor financing provided by any Group Company in connection with a share issue by the Company Borrower in compliance with the black empowerment regulations, a Permitted Lereko Disposal or a Permitted SMF Plantation Disposal, provided that the aggregate amount of all such obligations guaranteed by such guarantees when aggregated with the outstanding amount of all loans referred to in paragraph (a)(viii) above does not exceed Euro EUR 50,000,000 (or its equivalent in any currency or currencies) at any time; (xvi) any undertaking by Sappi Papier Holding GmbH the Borrower to inject capital into Sappisure Försökrings AB; (xvii) any guarantee granted pursuant to a Required Accession; (xviii) guarantees granted in addition to those permitted by sub-paragraphs (i) to (xviixvi) above, so long as the aggregate amount of Financial Indebtedness guaranteed by such guarantee does not, when aggregated with the loans permitted under paragraph (a)(xiia)(xi) above exceed Euro 25,000,000 EUR 50,000,000 (or its equivalent in any currency or currencies) at any time.