SECURITISATION OF TRADE RECEIVABLES BY SAPPI PAPIER HOLDING GMBH, SAPPI INTERNATIONAL SA AND OTHER SAPPI COMPANIES THROUGH ELEKTRA PURCHASE NO. 29 LIMITED FUNDED UNDER THE ARABELLA PROGRAMME ARRANGED BY UNICREDIT BANK AG EFFECTIVE AUGUST 25, 2011.

EXHIBIT 4.22

SECURITISATION OF TRADE RECEIVABLES BY SAPPI PAPIER HOLDING GMBH, SAPPI INTERNATIONAL SA AND OTHER SAPPI COMPANIES THROUGH ELEKTRA PURCHASE NO. 29 LIMITED FUNDED UNDER THE ARABELLA PROGRAMME ARRANGED BY UNICREDIT BANK AG EFFECTIVE AUGUST 25, 2011.

TABLE OF CONTENTS

a.)	Exhibit 4.22 Section 1	Incorporated Terms Memorandum
b.)	Exhibit 4.22 Section 2	Austrian USD Receivables Purchase Agreement
c.)	Exhibit 4.22 Section 3	Belgian Receivables Purchase Agreement
d.)	Exhibit 4.22 Section 4	German USD Receivables Purchase Agreement
e.)	Exhibit 4.22 Section 5	US Receivables Purchase Agreement
f.)	Exhibit 4.22 Section 6	Austrian USD Servicing Agreement
g.)	Exhibit 4.22 Section 7	Belgian Servicing Agreement
h.)	Exhibit 4.22 Section 8	German USD Servicing Agreement
i.)	Exhibit 4.22 Section 9	US Servicing Agreement
j.)	Exhibit 4.22 Section 10	Performance Guarantee
k.)	Exhibit 4.22 Section 11	US Purchase and Contribution Agreement

SECTION 1

SAPPI PAPIER HOLDING GMBH, SAPPI INTERNATIONAL SA
AND OTHER SAPPI COMPANIES

SECURITISATION OF TRADE RECEIVABLES

through

ELEKTRA PURCHASE NO. 29 LIMITED

funded under the

ARABELLA PROGRAMME

arranged by

UNICREDIT BANK AG

INCORPORATED TERMS MEMORANDUM

CONTENTS

Clause		Page

Schedule 1 Master Definitions Schedule		2
Schedule 2 Common Terms		47
Part 1 General Terms		47
Part 2 Payment Provisions		54
Schedule 3 Eligibility Criteria		59
Part 1 Eligible Receivables		59
Part 2 Eligible Account Debtors		63
Part 3 Eligible Countries		64
Part 4 Ineligible Countries		66
Part 5 Portfolio Limits		67
Schedule 4 Representations and Warranties of the Sellers		69
Schedule 5 Representations and Warranties of the Servicers, the Master Servicer, the Back-Up Servicer and the IT Services Provider		72
Part 1 Representations of the Servicers and the Master Servicer		72
Part 2 Representations of the Back-Up Servicer		74
Part 3 Representations of the IT Services Provider		74
Schedule 6 Covenants of the Sellers		75
Schedule 7 Covenants of the Master Servicer, the Back-Up Servicer and the IT Services Provider		81
Part 1 Covenants of the Master Servicer		81
Part 2 Covenants of the Servicers		86
Part 3 Covenants of the Back-Up Servicer		89
Part 4 Covenants of the IT Services Provider		89
Schedule 8 Notice Details		90
Schedule 9 Form of Offer		95
Schedule 10		96
Schedule 11		97
Schedule 12 Priority of Payments		98
Part 1 EUR Priority of Payments		98
Part 2 USD Priority of Payments		99
Part 3 Post-Termination Priority of Payments		100
Schedule 13 Termination Events		101
Part 1 Termination Events		101
Part 2 Servicer Termination Events		106

Part 3 Back-Up Servicer Termination Events		107
Part 4 IT Services Provider Termination Events		107
Schedule 14 Stop Purchase Events		108
Schedule 15 Credit and Collection Policy		109
Schedule 16 Initial Distribution Agreements and Initial Factoring Agreements		113
Part 1 Initial Distribution Agreements		113
Part 2 Initial Factoring Agreements		114
Part 3 Initial Sales Commission Agency Agreements		115
Schedule 17 RCF Covenant Terms		117
Part 1 Definitions		117
Part 2 Financial Testing, Adjustments, Accounting Terms and Pro Forma Calculations		123
Part 3 Form of Compliance Certificate		126
Schedule 18 Initial Producers, Initial Originators and Initial Factors		128
Part 1 Initial Producers		128
Part 2 Initial Originators		130
Part 3 Initial Factors		131
Schedule 19 Account Details		132
Schedule 20 Standard Terms and Conditions		135

THIS INCORPORATED TERMS MEMORANDUM has been signed on 12 August 2011

BY:

(1)		SAPPI PAPIER HOLDING GmbH;

(2)		SAPPI LANAKEN NV;

(3)		SAPPI DEUTSCHLAND GmbH;

(4)		S.D. XXXXXX COMPANY doing business as Sappi Fine Paper North America;

(5)		SAPPI NA FINANCE LLC;

(6)		SAPPI TRADING HONG KONG LIMITED;

(7)		SAPPI INTERNATIONAL SA;

(8)		FIDIS FINANZ- UND DATEN-INFORMATIONS SERVICES GmbH;

(9)		ELEKTRA PURCHASE NO. 29 LIMITED;

(10)		ARABELLA FINANCE LIMITED;

(11)		THE BANK OF NEW YORK MELLON;

(12)		UNICREDIT BANK AG; and

(13)		UNICREDIT BANK AG, LONDON BRANCH,

for the purpose of identification as set out below.

SCHEDULE 1
MASTER DEFINITIONS SCHEDULE

1. DEFINITIONS

Except where the context otherwise requires, the following defined terms used in the Transaction Documents have the meanings set out below (as the same may be amended and supplemented from time to time):

“Account Bank” means, in respect of any Account, the bank set out as the account bank in respect of such Account in Schedule 3 (Account Details) of the Back-Up Servicing Agreement or Schedule 19 (Account Details) of the Incorporated Terms Memorandum.

“Account Debtor” means, with respect to any Receivable, the debtor of such Receivable.

“Account Debtor Notification” means a notice of assignment delivered to Account Debtors in accordance with the provisions of the relevant Servicing Agreement or the Back-Up Servicing Agreement, as applicable upon the occurrence of a Debtor Notification Event.

“Account Details” means the details of each of the Accounts set out in Schedule 3 (Account Details) of the Back-Up Servicing Agreement or Schedule 19 (Account Details) of the Incorporated Terms Memorandum.

“Accounts” means the accounts set out in Schedule 3 (Account Details) of the Back-Up Servicing Agreement and in Schedule 19 (Account Details) of the Incorporated Terms Memorandum.

“Accounts Administrator” means UniCredit Bank AG, Munich.

“Actual EUR Collateral Amount” means, in the case of the Austrian EUR Seller, the Belgian Seller and the German EUR Seller, at any time, the aggregate amount of any cash amounts deposited on the EUR Collection Account, including the Cash Reserve if any, and the Aggregate Unpaid Balance of Purchased Receivables, as reduced by any amounts required to cover costs, tax payments, fees and expenses, Defaulted Receivables or Dilutions and Contractual Dilutions not paid when due as Deemed Collections by the Austrian EUR Seller, the Belgian Seller or the German EUR Seller.

“Actual EUR Reserve Amount” means the difference between the Actual EUR Collateral Amount and the Outstanding EUR Advances.

“Actual USD Collateral Amount” means, in the case of the Austrian USD Seller, the German USD Seller and the US Seller, at any time, the aggregate amount of any cash amounts deposited on the USD Collection Account, including the Cash Reserve if any, and the Aggregate Unpaid Balance of Purchased Receivables, as reduced by any amounts required to cover costs, tax payments, fees and expenses, Defaulted Receivables or Dilutions and Contractual Dilutions not paid when due as Deemed Collections by the Austrian USD Seller, the German USD Seller and the US Seller.

“Actual USD Reserve Amount” means the difference between the Actual USD Collateral Amount and the Outstanding USD Advances.

“Additional Borrower” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Additional Distribution Agreement” means any distribution agreement, except an Initial Distribution Agreement, under which any Producer agrees to distribute products to the Originators, where Receivables relating to such products will be sold by any Seller to the Purchaser under a Receivables Purchase Agreement.

“Additional Factoring Agreement” means any factoring agreement, except an Initial Factoring Agreement, under which Receivables are factored by a vendor to any Seller which will be sold to the Purchaser under a Receivables Purchase Agreement.

“Additional Guarantor” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Additional Monthly Fee” shall bear the meaning ascribed to such term in the Back-Up Servicing Fee Letter.

“Additional Originators” means any originator, except an Initial Originator, to which an Account Debtor initially owes any Receivable that will be sold by any Seller to the Purchaser under a Receivables Purchase Agreement.

“Additional Sales Commission Agency Agreement” means any sales commission agency agreement, except an Initial Sales Commission Agency Agreement, under which a Producer and an Originator agree that such Originator will conclude sales agreements in the name of the Originator with any Account Debtor but for the account of the Producer, where such sales agreements generate Receivables which will be sold by any Seller to the Purchaser under a Receivables Purchase Agreement.

““Adverse Claim” means

(a) a right of counterclaim; or

(b) a right of set-off arising by contract or operation of law not constituting a mortgage or charge under applicable law and not constituting a Dilution.

“Aggregate Purchase Price” means the sum of the Purchase Prices for all the Receivables offered in an Offer.

“Aggregate Unpaid Balance” means, at any time, the aggregate of the Unpaid Balances of all outstanding Receivables or, where specified, of all Purchased Receivables.

“Aggregate Amount of Purchased Receivables” means, in respect of any period, the aggregate of Initial Unpaid Balances of all Receivables sold (or purported to be sold) by the Sellers to the Purchaser during such period.

“Amendment Date” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Ancillary Rights” means in relation to a Right, all ancillary rights, accretions and supplements to such Right, including any guarantees or indemnities in respect of such Right.

“Applicable Accounting Principles” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Applicable Exchange Rate” means the Base Currency Exchange Rate, the Historical Exchange Rate, or the spot rate available to the Purchaser on any relevant day, as context requires.

“Arabella” means Arabella Finance Limited as Issuer of Commercial Paper Notes.

“Arranger” means UniCredit Bank AG.

“Asset Jurisdiction” means, in the case of Receivables offered for sale and assignment in an Offer and sold (or purported to be sold):

(a) by the Austrian EUR Seller, Austria;

(b) by the Austrian USD Seller, Austria;

(d) by the German EUR Seller, Germany;

(e) by the German USD Seller, Germany; or

(f) by the US Seller, the United States or any State thereof.

“Australian Dollar”, “A$” and “AUD” each means the lawful currency of Australia.

“Austrian EUR Seller” means Sappi Lanaken NV, Belgium.

“Austrian EUR Servicer” means the Master Servicer.

“Austrian Sellers” means the Austrian EUR Seller and the Austrian USD Seller.

“Austrian Servicers” means the Austrian EUR Servicer and the Austrian USD Servicers.

“Austrian USD Receivables Purchase Agreement” means the receivables purchase agreement dated 12 August 2011 between, inter alios, the Austrian USD Seller and the Purchaser.

“Austrian USD Seller Collection Accounts” means the bank accounts set out under the heading “Austrian USD Seller Collection Accounts” in 3 (Account Details) of the Back-Up Servicing Agreement.

“Austrian USD Seller” means Sappi Papier Holding GmbH, Austria.

“Austrian USD Servicers” means the Austrian USD Seller and Sappi Trading HK.

“Austrian USD Servicing Agreement” means the servicing agreement dated 12 August 2011 between the Austrian USD Servicers, the Master Servicer and the Purchaser.

“Authorised Signatory” means, in relation to any Transaction Party, any person who is duly authorised and in respect of whom a certificate has been provided signed by a director or another duly authorised person of such Transaction Party setting out the name and signature of such person and confirming such person’s authority to act.

“Automatic Servicer Termination Event” means any of items (d) or (e) of the Servicer Termination Events.

“Automatic Termination Event” means any of items (a) or (b) of the Termination Events.

“Available Collections” means Available EUR Collections and Available USD Collections.

“Available EUR Collections” means, in respect of Purchased Receivables for which the Purchaser Currency was EUR, an amount in EUR equal to the aggregate of (i) the amount credited to the Master Servicer Accounts (including, for the avoidance of doubt, all sub-accounts thereof), (ii) any Collections on the accounts of the Austrian EUR Seller, the Belgian Seller, the Belgian Servicer, or the German EUR Seller which have not been reinvested or transferred to the MS Final Collection Accounts (iii) any other Collections due and payable by the Austrian EUR Seller, the Belgian Seller, the Belgian Servicer, the Master Servicer or the Performance Guarantor in respect of the Austrian EUR Seller, the Belgian Seller or German EUR Seller to the Purchaser (including, for the avoidance of doubt, any cash payments due in connection with Deemed Collections) in each case, allocated to the Purchased Receivables in accordance with the Cleared Invoice Allocation and, for the purposes of determining Available EUR Collections, each Collection in respect of Purchased Receivables sold (or purported to be sold) by the Austrian EUR Seller, the Belgian Seller or the German EUR Seller which is not denominated in EUR as the Purchaser Currency shall be converted into EUR at the Historical Exchange Rate provided that any Collection that is not denominated in EUR which is payable or received directly into the EUR Collection Account for any reason whatsoever under the Transaction Documents or upon instruction of the Purchaser including, upon the occurrence of an Automatic Termination Event, an Automatic Servicer Termination Event or the delivery of a Termination Event Notice or a Servicer Termination Event Notice, shall be converted into EUR at the applicable spot rate of exchange on the relevant day.

“Available USD Collections” means, in respect of Purchased Receivables for which the Purchaser Currency was USD, an amount in USD equal to the aggregate of (i) the amount credited to the Master Servicer Accounts (including, for the avoidance of doubt, all sub-accounts thereof), (ii) any Collections on the accounts of the Austrian USD Seller, the German USD Seller and the US Seller or the Austrian Servicers, the German USD Servicers and the US Servicer which have not been reinvested or transferred to the MS Final Collection Accounts and (iii) any other Collections due and payable by the Austrian USD Seller, the German USD Seller, the US Seller, the Austrian Servicers, the German USD Servicers, the US Servicer, the Master Servicer or the Performance Guarantor, in respect of the Austrian USD Seller, the German

USD Seller or the US Seller to the Purchaser (including, for the avoidance of doubt, any cash payments due in connection with Deemed Collections), in each case, allocated to the Purchased Receivables in accordance with the Cleared Invoice Allocation and, for the purposes of determining Available USD Collections, each Collection in respect of Purchased Receivables sold (or purported to be sold) by the Austrian USD Seller, the German USD Seller or the US Seller which is not denominated in USD as the Purchaser Currency shall be converted into USD at the Historical Exchange Rate provided that any Collection that is not denominated in USD which is payable or received directly into the USD Collection Account for any reason whatsoever under the Transaction Documents or upon instruction of the Purchaser including, upon the occurrence an Automatic Termination Event, an Automatic Servicer Termination Event or the delivery of a Termination Event Notice or a Servicer Termination Event Notice, shall be converted into USD at the applicable spot rate of exchange on the relevant day.

“Average Maturity” means, in respect of the US Purchase and Contribution Agreement, at any time that period of days equal to the average days sales outstanding of the Receivables originated by the US Originator calculated by the US Servicer in the then most recent Purchase Report .

“Back-Up Servicer” means Fidis Finanz- und Daten-Informations Services GmbH.

“Back-Up Servicer Activation Notice” means a written notice given by the Purchaser to the Back-Up Servicer under Clause 3.1 of the Back-Up Servicing Agreement.

“Back-Up Servicer Fee Reserve Percentage” means the product of 0.65% and the Day Count Fraction.

“Back-Up Servicing Agreement” means the back-up servicing agreement dated 12 August 2011 between the Back-Up Servicer, the Master Servicer and the Purchaser.

“Back-Up Servicing Fee” shall bear the meaning ascribed to such term in the Back-Up Servicing Fee Letter.

“Back-Up Servicing Fee Letter” shall bear the meaning ascribed to such term in the Back-Up Servicing Agreement.

“Back-Up Servicer Standby Fee Percentage” means the product of 0.05% and the Day Count Fraction.

“Bank” means UniCredit Bank AG, London Branch in its capacity as lender in accordance with the terms of the Liquidity Facility Agreement.

“Base Currency” means euro.

“Base Currency Exchange Rate” means, for the purpose of conversion on the Closing Date, each Reporting Date, or, in the case of the calculation of any Reserve Percentage, on the last Business Day of the previous Settlement Period, or any other day on which such conversion is required to be made pursuant to any Transaction Document of any amount denominated in USD as the Purchaser Currency applicable for the Austrian USD Seller, the German USD Seller and the US Seller into EUR, the

spot rate of exchange for USD/EUR as displayed on the appropriate page of the Reuters or Bloomberg Screen, equal to the mid closing rates released on the immediately preceding Business Day as determined by the Master Servicer or UniCredit (as the context requires) on the Closing Date or such Reporting Date or, in the case of calculation of any Reserve Percentage, on the last Business Day of the previous Settlement Period, or any other day on which any such calculation is to be made pursuant to such Transaction Document.

“Belgian Insurer” means Euler Hermes Credit Insurance Belgium, Belgium.

“Belgian Receivables Purchase Agreement” means the receivables purchase agreement dated 12 August 2011 between Sappi Lanaken as Austrian EUR Seller, as Belgian Seller and as German EUR Seller, and the Purchaser.

“Belgian Seller” means Sappi Lanaken NV.

“Belgian Seller Insurance Policy” means the credit insurance policy entered into between the Belgian Seller and the Belgian Insurer bearing world policy number WP-252.00006 to which the Purchaser is an extended party.

“Belgian Servicer” means the Master Servicer.

“Belgian Servicing Agreement” means the servicing agreement dated 12 August 2011 between the Master Servicer and the Purchaser.

“Benefit” in respect of any asset, agreement, property or right (each a “Right” for the purpose of this definition) held, assigned, conveyed, transferred, charged, sold or disposed of by any person shall be construed so as to include:

(a) all right, title, interest and benefit, present and future, actual and contingent (and interests arising in respect thereof) of such person in, to, under and in respect of such Right and all Ancillary Rights in respect of such Right;

(b) all monies and proceeds payable or to become payable under, in respect of, or pursuant to such Right or its Ancillary Rights and the right to receive payment of such monies and proceeds and all payments made including, in respect of any bank account, all sums of money which may at any time be credited to such bank account together with all interest accruing from time to time on such money and the debts represented by such bank account;

(c) the benefit of all covenants, undertakings, representations, warranties and indemnities in favour of such person contained in or relating to such Right or its Ancillary Rights;

(d) the benefit of all powers of and remedies for enforcing or protecting such person’s right, title, interest and benefit in, to, under and in respect of such Right or its Ancillary Rights, including the right to demand, xxx for, recover, receive and give receipts for proceeds of and amounts due under or in respect of or relating to such Right or its Ancillary Rights; and

(e) all items expressed to be held on trust for, or for the account of, such person under or comprised in any such Right or its Ancillary Rights, all rights to

deliver notices and/or take such steps as are required to cause payment to become due and payable in respect of such Right and its Ancillary Rights, all rights of action in respect of any breach of or in connection with any such Right and its Ancillary Rights and all rights to receive damages or obtain other relief in respect of such breach.

“Bloomberg Screen” means a page of the Bloomberg service or of any other medium for the electronic display of data as may be previously approved in writing by the Arranger and the Purchaser.

“Bonds” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Borrower” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Business Day” means any TARGET2 Settlement Day and any day (with the exception of Saturday and Sunday) on which banks are open for general business in Munich, London, Dublin, Luxembourg, Brussels and New York.

“Canadian Dollar”, “C$” or “CAD” each means the lawful currency of Canada.

“Cash Deposit” means a deposit with the Purchaser in an amount equal to the Cash Reserve.

“Cash Reserve” means, upon a Downgrade Event, cash in the amount of Expected Contractual Dilutions as of the immediately preceding Reset Date to be deposited by the Sellers or the Master Servicer on behalf of the Sellers in the relevant Purchaser Currency into a EUR or USD account, as applicable, in the name of the Purchaser as specified by the Purchaser and, for the purpose of calculation of the Cash Reserve, the above reference to “Expected Contractual Dilutions” shall be:

(a) in the case of the Austrian EUR Seller, the Belgian Seller, or the German EUR Seller, “Expected Contractual Dilutions in respect of Purchased Receivables serviced by the Master Servicer”;

(b) in the case of the US Seller, “Expected Contractual Dilutions in respect of Purchased Receivables serviced by the US Servicer”; and

(c) in the case of the Austrian USD Seller and the German USD Seller, “Expected Contractual Dilutions in respect of Purchased Receivables serviced by Sappi Trading HK”.

“CET” means Central European Time.

“Change of Control” means any one of the following events:

(a) the failure of Sappi Limited and its wholly owned Subsidiaries to beneficially own at least 65% of the capital stock of or to control, or be able to exert (directly or indirectly) a dominating influence over, all Sellers, all Servicers, the Master Servicer and the Performance Guarantor; and

(b) the failure of S.D. Xxxxxx to own 100% of the outstanding membership interests or to control, or be able to exert (directly or indirectly) a dominating influence over, the US Seller.

“CHF” means the lawful currency of Switzerland.

“Cleared Invoice Allocation” means, in respect of the allocation of Collections by any of the Servicers, the allocation of funds received in respect of the Receivables from the relevant Account Debtors depending on the method of payment as follows:

(a) in the case of bank transfers, if an automatic allocation to the relevant invoice can be made, Collections are allocated automatically to the relevant invoice on the date of upload of the bank statement corresponding to the date of receipt;

(b) in the case of bank transfers, if an automatic allocation to the relevant invoice cannot be made, Collections are allocated on the date on which the manual allocation to the relevant invoice has been completed;

(c) in the case of cheques deposited in a Lock-Box Account, Collections are allocated on the date on which the cheque is uploaded to the Lock-Box Account;

(d) in the case of Instrument of Debt that are cheques, bills of exchange and promissory notes (other than lettres de change, riba and pagarès) received by the credit department of any of the Sellers or the Servicers, Collections are allocated on the date on which such Instrument of Debt is delivered to the relevant Account Bank;

(e) in the case of Instruments of Debt that are lettres de change, Collections are allocated on the date on which such Instrument of Debt is received by the credit department of any of the Sellers or the Servicers,

(f) in the case of Instruments of Debt that are riba or pagarès, Collections are allocated on the date on which the payment is credited to the relevant Account Bank.

“Closing Date” means 25 August 2011.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collection Accounts” means the EUR Collection Account and the USD Collection Account and “Collection Account” or “Purchaser Account” means either of them.

“Collection Account Bank” means UniCredit Bank AG, London Branch.

“Collections” means, in relation to the unpaid balance of a Purchased Receivable (without double counting):

(a) all cash collections, finance, interest and late payment or similar charges;

(b) all other cash proceeds;

(c) all cheques and bills of exchange, which, for the avoidance of doubt, have been credited to the relevant account in the relevant Servicer’s account system;

(d) all net enforcement proceeds of Related Rights relating to such Purchased Receivable;

(e) all other amounts received or recovered in respect thereof whether as a result of any claim, resale, redemption, other disposal or enforcement of any claim or judgment relating thereto or otherwise;

(f) all Deemed Collections; and

(g) all insurance proceeds,

in each case, including any amount allocable to the VAT portion of such Receivable, whether received by any Seller, any Servicer or the Master Servicer; or otherwise payable by any Seller, any Servicer or the Master Servicer to the Purchaser.

“Commercial Paper Notes” means the commercial paper notes issued by the Issuer from time to time.

“Commissioning Agreement” means a commissioning agreement dated 12 August 2011 between the Purchaser and the Issuer.

“Commitment Fee” shall bear the meaning ascribed to such term in the Fee Agreement.

“Company” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Compliance Certificate” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Conditions Precedent” means the Initial Conditions Precedent and the Subsequent Conditions Precedent.

“Consolidated Net Interest Expense” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Contract” means any agreement entered into between an Originator and an Account Debtor under which a Receivable is originated.

“Contractual Dilution” means any contractually quantified Dilutions in respect of Receivables, whether sold to the Purchaser or not, which are periodic rebates (with Credit Notes categorised as “rebates”), the amount of cash discounts granted and taken for prompt payments, and the amount of any volume incentive agreement paid by Credit Note.

“Contractual Dilution Ratio” means, on any Reset Date, the aggregate amount of Contractual Dilutions attributable to the immediately preceding Settlement Period divided by the aggregate unpaid balance of all Receivables originated by all Sellers, the relevant data in respect of which has been transferred to the IT Services Provider, at the end of such Settlement Period (regardless of whether they have been sold to the

Purchaser or not) and, for the purpose of calculation of the Cash Reserve, the above references to “aggregate amount of Contractual Dilutions” and “all Receivables originated by all Sellers” shall be:

(a) in the case of the Austrian EUR Seller, the Belgian Seller or the German EUR Seller, “aggregate amount of Contractual Dilutions” and “all Receivables originated by the Belgian Seller, which are serviced by the Master Servicer”;

(b) in the case of the US Seller, “aggregate amount of Contractual Dilutions” and “all Receivables originated by the US Originator, which are serviced by the US Servicer”; and

(c) in the case of the Austrian USD Seller and the German USD Seller, “aggregate amount of Contractual Dilutions” and “all Receivables originated by the Austrian USD Seller and the German USD Seller, which are serviced by Sappi Trading HK”.

“Contributed Receivables” means, with respect to the US Purchase and Contribution Agreement, such amount by Unpaid Balance of Receivables originated by the US Originator and contributed by the US Originator to the US Seller on the Closing Date, as marked in the books and records of the US Seller.

“Contributed Value” shall have the meaning given to it in the US Purchase and Contribution Agreement.

“Covenants of the Sellers” means the covenants set out in Schedule 6 (Covenants of the Sellers) of the Incorporated Terms Memorandum.

“Credit and Collection Policy” means the credit and collection policy of the Originators and the Servicers with respect to the collection of Receivables as set out in Schedule 15 (Credit and Collection Policy) to the Incorporated Terms Memorandum as amended or modified from time to time as permitted by the Receivables Purchase Agreements and the Servicing Agreements.

“Credit Notes” means any Dilution documented by any Seller, any Servicer or the Master Servicer with respect to any Purchased Receivable.

“Credit Risk” means the risk of Insolvency, other financial inability to pay in respect of an Account Debtor or, for purposes of the US Purchase and Contribution Agreement, financial default of an Account Debtor.

“Cut-Off Date” means in respect of (i) any Receivable to be offered on the Closing Date, 19 August 2011, (ii) any other Receivable, one Business Day prior to the Reporting Date (which is the Purchase Date) in respect of such Receivable and (iii) in respect of a Settlement Period, the last Business Day of such Settlement Period.

“Daily Report” means each settlement report required to be delivered by the Master Servicer to the Purchaser on each Business Day in a form acceptable to the Purchaser and the Accounts Administrator pursuant to each Servicing Agreement.

“Danish Krone”, “DKr” and “DKK” each means the lawful currency of the Kingdom of Denmark.

“Data Protection Standards” means all data protection laws and all other statutory rules and regulations applicable to a Contract related to a Purchased Receivable acquired by the Purchaser and the Related Rights as well as all contractual confidentiality stipulations applicable to such Purchased Receivable and Related Rights, in each case as amended from time to time.

“Day Count Fraction” means in respect of any period, the actual number of days in such period divided by 360.

“Days Sales Outstanding” means on any Reset Date, the average number of days required for Collections of Purchased Receivables during the immediately preceding Settlement Period, calculated as the (a) Aggregate Unpaid Balance of all Purchased Receivables as at the end of the immediately preceding Settlement Period divided by the Aggregate Amount of Purchased Receivables purchased during such Settlement Period multiplied by (b) the actual calendar days in the same period.

“Debtor Group” means two or more Account Debtors that are, directly or indirectly, under the common control of one legal entity (as defined by the Sellers and/or Originators from time to time). All Account Debtors that form such group shall be deemed one Debtor Group.

“Debtor Notification Event” means:

(a) the occurrence of an Automatic Termination Event or an Automatic Servicer Termination Event;

(b) the delivery of a Termination Event Notice or a Servicer Termination Event Notice; or

(c) the existence or introduction of any Requirement of Law affecting the validity or enforceability of the assignment of any Purchased Receivable against the relevant Account Debtor.

“Deemed Collection” means, in respect of a Purchased Receivable, a collection which will be deemed to have been received by the relevant Seller, and be payable to the Purchaser under each Receivables Purchase Agreement in the relevant Purchaser Currency or converted into the relevant Purchaser Currency at the Applicable Exchange Rate in the amount specified below less any Collections (excluding, for the avoidance of doubt, the relevant Deemed Collection) received by the Purchaser, if:

(a) any representation or warranty in respect of such Purchased Receivable proves to have been incorrect when made;

(b) such Purchased Receivable which was the subject of an Offer and was purchased by the Purchaser but proves not to have been an Eligible Receivable on the respective Offer Date, the Purchase Date or the Funding Date;

(c) such Purchased Receivable was the subject of an Offer and was purchased by the Purchaser although the Conditions Precedent were not fulfilled on the respective Offer Date, the Purchase Date or the Funding Date;

(d) such Purchased Receivable becomes a Disputed Receivable;

(e) the relevant Servicer or Seller grants a time extension, modifies the Purchased Receivable or otherwise affects the collectability of such Purchased Receivable other than in accordance with the Credit and Collection Policy, the Receivables Purchase Agreements and the Servicing Agreements;

(f) the Unpaid Balance of such Purchased Receivable is reduced by reason of any Dilution (including, for the avoidance of doubt, any Contractual Dilution or FX Dilution Shortfall);

(g) any Related Rights related to such Purchased Receivable have to be or are sold or otherwise enforced by the relevant Servicer or the Master Servicer and the Account Debtor or another third party is entitled to all or parts of the proceeds of such enforcement;

(h) the Offer for such Purchased Receivable has not been made in accordance with the terms of the relevant Receivables Purchase Agreement; or

(i) any Collection in respect of any Purchased Receivable is made by way of an Instrument of Debt and such Instrument of Debt is discounted upon presentment,

the amount of such Deemed Collection being, in the case of clauses (a), (b), (c), (d), (e) and (h) above, the Unpaid Balance of such Purchased Receivable, or, in the case of paragraphs (f), (g) or (i) above, the amount by which the Unpaid Balance of such Purchased Receivable has been reduced due to the circumstances described in such clauses.

“Default Ratio” means, on any Reset Date, the ratio (expressed as percentage) of which the numerator shall be the Aggregate Unpaid Balance of Purchased Receivables which are (i) more than ninety (90) days, but less than one-hundred and twenty-one days (121) overdue, and (ii) write-offs, that occurred during the immediately preceding Settlement Period, and the denominator shall be the Aggregate Amount of Purchased Receivables purchased during the Settlement Period that corresponds to the beginning of the applicable Loss Horizon and, for the purpose of calculation of the Default Ratio for the determination whether a Stop Purchase Event has occurred, the above references to the “Aggregate Unpaid Balance of Purchased Receivables”, “Aggregate Amount of Purchased Receivables” and “Loss Horizon” shall be:

(a) in the case of the Austrian EUR Seller, the Belgian Seller and the German EUR Seller, “Aggregate Unpaid Balance of Purchased Receivables”, “the Aggregate Amount of the Purchased Receivables” and “the Loss Horizon” in respect of Purchased Receivables serviced by the Master Servicer”;

(b) in the case of the US Seller, “Aggregate Unpaid Balance of Purchased Receivables”, “the Aggregate Amount of the Purchased Receivables” and “the Loss Horizon” in respect of Purchased Receivables serviced by the US Servicer”; and

(c) in the case of the Austrian USD Seller and the German USD Seller, “Aggregate Unpaid Balance of Purchased Receivables”, “the Aggregate

Amount of the Purchased Receivables” and “the Loss Horizon” in respect of Purchased Receivables serviced by Sappi Trading HK”.

“Defaulted Receivable” means, as of any time of determination:

(a) any Receivable, to which any payment under the terms of the related Contract remains unpaid for more than ninety (90) days after the due date therefor set forth in such Contract;

(b) any Receivable that has been or should have been deemed uncollectible by the respective Servicer or the Master Servicer in accordance with the Credit and Collection Policy; or

“Delinquency Ratio” means, on any Reset Date, the three (3) month rolling average of the ratio (expressed as percentage) of which the numerator shall be the sum of the Aggregate Unpaid Balance of Purchased Receivables which were Delinquent Receivables at the end of the immediately preceding Settlement Period and the denominator shall be the Aggregate Unpaid Balance of all Purchased Receivables as at the end of the same period and, for the purpose of calculation of the Delinquency Ratio for the determination whether a Stop Purchase Event has occurred, the above reference to the “Aggregate Unpaid Balance of Purchased Receivables” shall be:

(a) in the case of the Austrian EUR Seller, the Belgian Seller and the German EUR Seller, “the Unpaid Balance of the Purchased Receivables serviced by the Master Servicer”;

(b) in the case of the US Seller, “the Unpaid Balance of the Purchased Receivables serviced by the US Servicer”; and

(c) in the case of the Austrian USD Seller and the German USD Seller, “the Unpaid Balance of the Purchased Receivables serviced by Sappi Trading HK”.

“Delinquent Receivable” means, as of any time of determination, any Receivable with respect to which any payment under the terms of the related Contract remains unpaid for more than thirty (30) days, but less than ninety-one days (91), after the due date therefor set forth in such Contract.

“Dilution” means the amount by which the Unpaid Balance of a Purchased Receivable is reduced or cancelled as a result of:

(a) any defective, rejected or returned goods or defective or rejected services, any discount, rebate, allowance, trade credit, expense, or dispute under, or rescission, revocation or other amendment of, the Contract with the Account Debtor;

(b) any set-off, counterclaim, defence or claim; or

(c) any repurchase of goods by the relevant Originator or Seller, the sale of which gave rise to the Purchased Receivable during a Settlement Period; or

(d) any governmental order, moratorium or other restriction on the transfer of payments by the Account Debtor; or

(e) Contractual Dilutions,

provided that for the purposes of the calculation of the Dilution Ratio, the term “Dilution” shall not include the cancellation of any invoice and reissuance of a new invoice due to a pricing error, and, for the avoidance of doubt, if, Dilutions relating to Unpaid Balance of Purchased Receivables assigned by any Seller cannot be allocated to specific Purchased Receivables, in respect of any Settlement Period, the aggregate amount of Dilutions relating to the Unpaid Balance of Purchased Receivables assigned by such Seller shall be an amount equal to the product of the Purchased Receivables Ratio and all dilutions (as described in paragraphs (a) to (e) above) accruing during such Settlement Period which relate to invoices issued by such Seller in the ordinary course of its Paper Business.

“Dilution Horizon” means the period of time (expressed in days) between (i) the issuance of an invoice and (ii) the issuance of a Credit Note which relates to that invoice. The Dilution Horizon is assumed to be two (2) months unless proved to be shorter or longer based on additional information provided by the Master Servicer or any Servicer and satisfactory to the Purchaser.

“Dilution Horizon Ratio” means, on any Reset Date, with respect to the applicable Dilution Horizon, the ratio of the Aggregate Amount of Purchased Receivables purchased during the applicable Dilution Horizon divided by (i) the Aggregate Unpaid Balance of all Purchased Receivables minus (ii) the Aggregate Unpaid Balance of Defaulted Receivables (excluding any write-offs) as at the end of the immediately preceding Settlement Period.

“Dilution Ratio” means, on any Reset Date, the ratio (expressed as a percentage) of which the numerator is the sum of all Dilutions (excluding any Contractual Dilutions) which occurred during the immediately preceding Settlement Period and the denominator is the Aggregate Amount of Purchased Receivables purchased during such Settlement Period that corresponds to the beginning of the respective Dilution Horizon and, for the purpose of calculation of the Dilution Ratio for the determination whether a Stop Purchase Event has occurred, the above reference to the “Aggregate Amount of Purchased Receivables” and “all Dilutions (excluding any Contractual Dilutions)” shall be:

(a) in the case of the Austrian EUR Seller, the Belgian Seller and the German EUR Seller, “the Aggregate Amount of the Purchased Receivables” and “all Dilutions (excluding any Contractual Dilutions)” serviced by the Master Servicer”;

(b) in the case of the US Seller, “the Aggregate Amount of the Purchased Receivables” and “all Dilutions (excluding any Contractual Dilutions)” serviced by the US Servicer”; and

(c) in the case of the Austrian USD Seller and the German USD Seller, “the Aggregate Amount of the Purchased Receivables” and “all Dilutions (excluding any Contractual Dilutions)” serviced by Sappi Trading HK”.

“Dilution Reserve Percentage” means the sum of (a) the FX Dilution Reserve Percentage and (b) the Other Dilution Reserve Percentage.

“Dilution Spike” means, on any Reset Date, the maximum of the “t-month” rolling average Dilution Ratio (where “t” is the Dilution Horizon (expressed as an integer, and any fraction of an integer rounded up to the next integer) during the immediately preceding twelve (12) Settlement Periods ending on the last day of the immediately preceding Settlement Period.

“Dispute” means a dispute arising out of or in connection with any Transaction Document (including a dispute regarding the existence, validity or termination of any Transaction Document or the consequences of its nullity).

“Disputed Receivable” means a Receivable or part of a Receivable as to which the related Account Debtor has raised defence, including, for the avoidance of doubt,

(a) which is qualified in accordance with the Credit and Collection Policy as disputed (for any reason whatsoever other than for reason of Credit Risk), or

(b) which is subject to any court ruling stating that such Receivable does not exist or is not enforceable, or

(c) in relation to which a set-off right, counterclaim or any retention right or right to rescission exists or is being claimed by the relevant Account Debtor.

“Distribution Agreements” means the Initial Distribution Agreements and the Additional Distribution Agreements, and “Distribution Agreement” means any of them.

“Downgrade Event” means the downgrade of the long-term issuer credit rating of Sappi Limited below BB- by S&P or the downgrade of the corporate family rating below Ba3 by Xxxxx’x.

“EBITDA” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Elektra” means Elektra Purchase No. 29 Limited as Purchaser.

“Eligible Account Debtor” means a debtor who satisfies the criteria set out in Schedule 3 (Eligible Account Debtors) Part 2 in the Incorporated Terms Memorandum.

“Eligible Bank” means a credit institution acting through its registered office or branch in the European Union or the United States and being subject to the supervision and regulation of the national supervisory authority of one of the member states of the European Union or the United States.

“Eligible Country” means a country listed or otherwise referred to in Schedule 3 (Eligible Countries) Part 3 of the Incorporated Terms Memorandum.

“Eligible Functional Currency” means (i) for any Seller, any of GBP, CHF, NOK, SEK, DKK, JPY, AUD, CAD, NZD, (ii) for the Austrian EUR Seller, the Belgian Seller and the German EUR Seller, USD and (iii) for the Austrian USD Seller, the

German USD Seller and the US Seller, EUR and, for the avoidance of doubt, does not include a Purchaser Currency.

“Eligible Receivable” means a Receivable which satisfies the criteria set out in Schedule 3 (Eligible Receivables) Part 1 of the Incorporated Terms Memorandum.

“Eligibility Criteria” means the criteria set out in Schedule 3 (Eligibility Criteria) of the Incorporated Terms Memorandum.

“Encumbrance” means:

(a) a mortgage, charge, pledge, lien or other encumbrance securing any obligation of any person or any mandate for the creation of the same;

(b) any arrangement under which money or claims to money, or the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person; or

(c) any other type of preferential arrangement (including any title transfer and retention arrangement) having a similar effect.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended, and any regulations promulgated and rulings issued thereunder.

“EU Country” means (i) any country that is one of the European Union (EU) member states that have adopted the euro currency as their sole legal tender as at the Closing Date, (ii) Norway, (iii) United Kingdom, (iv) Switzerland or (v) Poland, provided that it is not an Ineligible Country.

“Euro”, “euro”, “€” and “EUR” each means the lawful currency of the member states of the European Union that adopt the single currency in accordance with the EC Treaty.

“EUR Collection Account” means an account in the name of the Purchaser at the Collection Account Bank as set out under the heading “EUR Collection Account” in Schedule 19 (Account Details) of the Incorporated Terms Memorandum.

“EUR Priority of Payments” means the priority of payments set out in Schedule 12 (Priority of Payments) Part 1 of the Incorporated Terms Memorandum.

“EUR Receivable” means a Receivable, the Purchaser Currency of which is EUR.

“EUR Surplus Amount” means, at any time, the difference between the Actual EUR Reserve Amount and the Required EUR Reserve Amount.

“Expected Contractual Dilutions” means, as of any Reset Date, the 12-month rolling average Contractual Dilution Ratio multiplied by the Aggregate Unpaid Balance of all Purchased Receivables (reflected in the respective Purchaser Currency of the relevant Servicer) and, for the purpose of calculation of the Cash Reserve, the above reference to the “Aggregate Unpaid Balance of all Purchased Receivables” shall be:

(a) in the case of the Austrian EUR Seller, the Belgian Seller and the German EUR Seller, “the Unpaid Balance of the Purchased Receivables serviced by the Master Servicer”;

(b) in the case of the US Seller, “the Unpaid Balance of the Purchased Receivables serviced by the US Servicer”; and

(c) in the case of the Austrian USD Seller and the German USD Seller, “the Unpaid Balance of the Purchased Receivables serviced by Sappi Trading HK”.

“Expected Dilution” means, at any time, the 12-month rolling average of the Dilution Ratio.

“Facility Maturity Date” means 24 August 2014, unless terminated earlier.

“Factored Receivable” means any Receivable that has been the subject of a Factoring Agreement between the Originator thereof as vendor and the Seller thereof as factor.

“Factoring Agreements” means the Initial Factoring Agreements and the Additional Factoring Agreements, and “Factoring Agreement” means any of them.

“Factors” means any Initial Factor and any person who becomes a factor under an Additional Factoring Agreement.

“Fee” means any fee payable in accordance with the Fee Agreement.

“Fee Agreement” means the separate agreement between, inter alios, the Sellers, the Servicers, the Master Servicer, the Performance Guarantor and the Purchaser providing for the settlement of the Fees, other costs and expenses in connection with the Transaction.

“Final Discharge Date” means the date on which the Purchaser Trustee notifies the Purchaser and the Issuer that it is satisfied that all the Purchaser Secured Obligations and/or all other moneys and other liabilities due or owing by the Purchaser have been paid or discharged in full.

“Financial Indebtedness” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Financial Statements” means, in respect of any person, the audited financial statements of such person for a specified period (including, a balance sheet, profit and loss account (or other form of income statement) and statement of cash flow).

“Force Majeure Event” means an event beyond the reasonable control of the person affected, including, without limitation, an act of God, war, riot, civil commotion, fire or flood.

“Funding Agreement” means:

(a) the Commissioning Agreement;

(b) any liquidity, credit enhancement, trust, back-up support, corporate services or security agreement, deed or other document entered into from time to time by the Purchaser or the Issuer directly or indirectly with respect to any of the transactions specified in any Receivables Purchase Agreement;

(d) any other agreement providing the Purchaser with capital for the compliance with, and maintenance of, its payment obligations under any Receivables Purchase Agreement.

“Funding Amount” means, at any time, any outstanding funding owing by the Purchaser to the Issuer pursuant to the Commissioning Agreement.

“Funding Costs” means, in respect of any Settlement Period:

(a) the actual costs of the Issuer issuing Commercial Paper Notes during such Settlement Period in order to directly or indirectly fund the advances to the Purchaser (including, for the avoidance of doubt, prevailing market standard dealer commissions at the time of issuing such Commercial Paper Notes and, the costs of any swap transaction entered into in relation to the Commercial Paper Notes and/or foreign exchange fees); or

(b) for as long as the asset backed commercial paper market is disrupted (which means that either the liquidity support provided by UniCredit is drawn or the Issuer’s Commercial Paper Notes is refinanced by UniCredit) the UniCredit refinancing rate at that point in time.

“Funding Date” means any Business Day which, in relation to the first Funding Date, is the Closing Date and, in relation to any other Funding Date, is not more than three (3) Business Days after a Purchase Date (as identified in the relevant Daily Report).

“Funding Rate” means, on any Reset Date, the ratio (expressed as a percentage) of which (a) the numerator is the estimated funding costs of the Issuer for the following Settlement Period, and (b) the denominator is the estimated weighted average amount of funding to be made available by the Issuer to the Purchaser for the following Settlement Period.

“Funding Source” means any of Arabella Finance Limited, Elektra Purchase No. 29 Limited, UniCredit Bank AG, or any bank or other financial institution or company providing liquidity, overdraft or credit enhancement facility, commissioning, or other financial support or back-up purchase support or facilities to, or currency hedging or exchange arrangements for the benefit of the Purchaser with respect to:

(a) the transactions contemplated by each purchase of Receivables; or

(b) the Commercial Paper Notes issued or to be issued by the Issuer to fund and maintain the funding of the Purchaser obligations with respect to such transactions.

“FX Dilution Reserve Percentage” means 0.75%, as may be increased or decreased from time to time at the reasonable request of the Purchaser to the Sellers.

“FX Dilution Shortfall” means, on any Business Day:

(a) in respect of Purchased Receivables denominated in an Eligible Functional Currency, the positive difference between the Collections converted into the relevant Purchaser Currency at the Historical Exchange Rate less such Collections converted into the relevant Purchaser Currency at the spot rate of exchange as displayed on the appropriate page of the Reuters or Bloomberg Screen equal to the mid closing rates released on the immediately preceding Business Day at or about 11:00 CET on such Business Day ; and

(b) any foreign exchange shortfall in EUR resulting from any Collection in respect of a Receivable denominated in USD as a Purchaser Currency being lower than the Base Currency Exchange Rate used to calculate the Programme Limit on the date of receipt by the Purchaser of such Collection.

“GAAP” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“GBP” means the lawful currency of the United Kingdom.

“German EUR Seller” means Sappi Lanaken NV.

“German EUR Servicer” means the Master Servicer.

“German Receivable” means any Receivable which arises under a Contract with an Account Debtor which is incorporated in Germany or acting through an established place of business in Germany in relation to that contract.

“German USD Receivables Purchase Agreement” means the receivables purchase agreement dated 12 August 2011 between, inter alios, the German USD Seller and the Purchaser.

“German USD Seller” means Sappi Deutschland GmbH.

“German USD Seller Collection Accounts” means the bank accounts set out under the heading “German USD Seller Collection Accounts” in 3 (Account Details) of the Back-Up Servicing Agreement.

“German USD Servicers” means the German USD Seller and Sappi Trading HK.

“German USD Servicing Agreement” means the servicing agreement dated 12 August 2011 between the German USD Servicers, the Master Servicer and the Purchaser.

“Governmental Authority” means any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Group” means Sappi Limited and its Subsidiaries for the time being and “Group Company” means any of them.

“Guarantor” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Historical Exchange Rate” means for each Purchased Receivable that is not denominated in a Purchaser Currency, the spot rate of exchange of the relevant Purchaser Currency into the relevant Eligible Functional Currency as displayed:

(a) on any other date of determination, on the appropriate page of the Reuters Screen as recorded on SAP-FI on the date of the issuance of the invoice for such Receivable as reflected in the books of the Master Servicer; and

(b) on any date of determination, provided that any currency conversion as contemplated by the Transaction Documents is not possible for a consecutive period of two (2) Business Days and the Purchaser and the Master Servicer have not agreed upon an alternative conversion basis, the relevant spot rate of exchange available to the Purchaser.

“IFRS” means the international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Incorporated Terms Memorandum” means the memorandum so named dated 12 August 2011 and signed for the purpose of identification by each of the Transaction Parties.

“Increased Costs” means any and all sums payable by the Purchaser in connection with the Transaction under the Transaction Documents in respect of increased costs (including, for the avoidance of doubt, any regulatory costs) relating to compliance with any law or guideline or request from any central bank or other governmental authority (whether or not having the force of law) coming into force or otherwise initially applied after the date of any Transaction Document.

“Indemnified Amounts” has the meaning given to such term in Clause 13 of each Receivables Purchase Agreement.

“Independent Manager” means any natural person who has at least three years of prior experience as an independent manager, independent director or independent member and who is provided by Global Securitization Services, LLC, Amacar Group, CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent managers, independent directors or independent members, another nationally-

recognized company that provides such services and which is reasonably approved by Purchaser.

“Ineligible Country” means a country listed or otherwise referred to in Schedule 3 (Ineligible Country) Part 4 of the Incorporated Terms Memorandum.

“Initial Conditions Precedent” means, in the case of any Seller, the conditions set forth in Schedule 1 Part A (Conditions Precedent Relating to the Initial Offer) of the Receivables Purchase Agreement to which such Seller is expressed to be a party.

“Initial Distribution Agreements” means the agreements set out in Schedule 16 (Initial Factoring and Distribution Agreements) Part 1 of the Incorporated Terms Memorandum and “Initial Distribution Agreement” means any of them.

“Initial Factors” has the meaning given to it in Schedule 18 (Initial Producers, Initial Originators and Initial Factors) Part 3.

“Initial Factoring Agreements” means the agreements set out in Schedule 16 (Initial Factoring and Distribution Agreements) Part 2 of the Incorporated Terms Memorandum and “Initial Factoring Agreement” means any of them.

“Initial Originators” has the meaning given to it in Schedule 18 (Initial Producers, Initial Originators and Initial Factors) Part 2 of the Incorporated Terms Memorandum.

“Initial Producers” has the meaning given to it in Schedule 18 (Initial Producers, Initial Originators and Initial Factors) Part 1 of the Incorporated Terms Memorandum.

“Initial Receivables Purchase” means the purchase of Receivables effected on or about the Closing Date.

“Initial Sales Commission Agency Agreements” means the sales commission agency agreements set out in Schedule 16 (Initial Factoring and Distribution Agreements) Part 3 of the Incorporated Terms Memorandum.

“Initial Unpaid Balance” means, with respect to any Purchased Receivable, at any time the nominal amount of such Purchased Receivable specified in the Offer for the sale of such Receivable.

“Insolvency” of a person means the occurrence of an Insolvency Event in respect of such person.

“Insolvency Event” means such person:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and either:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained within, in respect of any Person domiciled in the United States within sixty (60) days or, for any other Person, within fifteen (15) days of the institution or presentation thereof;

(f) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g) seeks or becomes subject to the appointment of an administrator, provisional liquidator, examiner, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(h) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in respect of any Person domiciled in the United States within sixty (60) days or, in respect of any other Person within fifteen (15) days thereafter;

(i) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above (inclusive); or

(j) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

“Insolvency Proceedings” means with respect to any person, the winding-up, liquidation, dissolution, bankruptcy, receivership, examinership, insolvency or administration of proceedings in respect of such person or any equivalent or analogous proceedings under the law of the jurisdiction in which such person is incorporated (or, if not a company or corporation, domiciled) or of any jurisdiction in

which such person carries on business or has any assets including the seeking of an arrangement, adjustment, protection or relief of creditors.

“Insolvent” means any person in respect of whom an Insolvency Event has occurred.

“Insurers” means the Belgian Insurer and the US Insurer.

“Instruments of Debt” means, in respect of any Receivable, all bills of exchange (including, but not limited to, lettres de change and riba), cheques, promissory notes (including, but not limited to, pagarès) and any other instruments of debt issued from time to time to effect payment of such Receivable, and “Instrument of Debt” means any of them.

“Issuer” means Arabella Finance Limited.

“IT Services Agreement” means the agreement dated 12 August 2011 between the Purchaser, the Master Servicer and the IT Services Provider.

“IT Services Fee” means the fee payable to the IT Services Provider under the IT Services Agreement.

“IT Services Provider” means, initially Fidis Finanz- und Daten-Informations Services GmbH and any successor or permitted assignee thereof.

“Japanese Yen”, “Yen”, “¥” and “JPY” each means the lawful currency of Japan.

“Liabilities” means, in respect of any person, any losses, damages, costs, charges, awards, claims, demands, expenses, judgments, actions, proceedings or other liabilities whatsoever including legal fees and any Taxes and penalties incurred by that person, together with any VAT charged or chargeable in respect of any of the sums referred to in this definition, and “Liability” means any one of them.

“Liquidity Banks” shall bear the meaning ascribed to “Banks” in the Liquidity Facility Agreement.

“Liquidity Facility” means the committed EUR revolving liquidity facility made available to the Issuer by the Banks in accordance with the terms of the Liquidity Facility Agreement.

“Liquidity Facility Agent” means UniCredit Bank AG.

“Liquidity Facility Agreement” means a liquidity facility agreement to be dated 12 August 2011 between the Issuer, the Liquidity Facility Agent and the Liquidity Banks.

“Liquidity Facility Termination Date” means 24 August 2014.

“Lock-Box Accounts” means the accounts identified as the “Lock-Box” accounts under which the relevant currencies are specified as USD and CAD in of Schedule 19 (Account Details) of the Incorporated Terms Memorandum.

“Lock-Box Bank” means any of the banks or other financial institutions holding one or more Lock-Box Accounts, as set out as the “Lock-Box Bank” in respect of each

such Account in Schedule 19 (Account Details) of the Incorporated Terms Memorandum.

“Loss Horizon” means, at any time, the expected time period (expressed in months) starting with the invoice date to the date at which a Purchased Receivable becomes a Defaulted Receivable, (rounded up to the nearest month) and, for the purpose of calculation of the Loss Horizon for the determination whether a Stop Purchase Event has occurred, the above reference to a “Defaulted Receivable” shall be:

(a) in the case of the Austrian EUR Seller, the Belgian Seller and the German EUR Seller, “Defaulted Receivable serviced by the Master Servicer”;

(b) in the case of the US Seller, “Defaulted Receivable serviced by the US Servicer”; and

(c) in the case of the Austrian USD Seller and the German USD Seller, “Defaulted Receivable serviced by Sappi Trading HK”,

provided that, for calculation purposes, the Loss Horizon will be deemed to be five (5) months, unless calculated differently by the Purchaser.

“Loss Horizon Ratio” means, on any Reset Date, with respect to the applicable Loss Horizon, the Aggregate Amount of Purchased Receivables purchased during the Loss Horizon divided by the Aggregate Unpaid Balance of all Purchased Receivables less the Aggregate Unpaid Balance of Defaulted Receivables (excluding any write-offs) as at the end of the immediately preceding Settlement Period.

“Loss Ratio” means, at any time, the maximum 3-month rolling average Default Ratio over the immediately preceding twelve (12) Settlement Periods.

“Loss Reserve Percentage” means the higher of (i) 16% and (ii) the product of (a) the Loss Ratio, (b) the Loss Horizon Ratio and (c) the Stress Factor.

“Loss to Liquidation Ratio” means, in respect of the US Purchase and Contribution Agreement, the ratio (expressed as a percentage) computed as of the last day of each month by dividing (i) the Aggregate Unpaid Balance of all Receivables originated by the US Originator that were charged-off as uncollectible during the most recent calendar month then ended by (ii) the aggregate USD Collections (other than Deemed USD Collections) received by the US Seller or the US Originator during such month.

“Master Definitions Schedule” means Schedule 1 (Master Definition Schedule) of the Incorporated Terms Memorandum.

“Master Servicer” means Sappi International SA, and any successor or permitted assignee thereof.

“Master Servicer Accounts” means the MS Final Collection Accounts set out in Schedule 19 (Account Details) of the Incorporated Terms Memorandum and the accounts in the name of the Master Servicer in different currencies set out under the heading “Master Servicer Accounts” in Part II of Schedule 3 (Account Details) of the Back-Up Servicing Agreement.

“Material Adverse Effect” means, as the context specifies:

(a) a material adverse effect on the legality, validity, enforceability or termination of any of the Transaction Documents; or

(b) in respect of a Transaction Party, a material adverse effect on:

(i) the business, operations, assets, property, condition (financial or otherwise) or prospects of such Transaction Party; or

(ii) the ability of such Transaction Party to perform its obligations under any of the Transaction Documents; or

(iii) the rights or remedies of such Transaction Party under any of the Transaction Documents to which any Seller, any Servicer, the Master Servicer or the Performance Guarantor is a party; or

(i) the interests of the Purchaser in the Purchased Receivables or the Related Rights or the Collections with respect thereto; or

(ii) the collectability of all Purchased Receivables; or

(d) a material adverse effect on the validity or enforceability or the early termination or cancellation of the Commissioning Agreement or the Liquidity Facility Agreement.

“Material Subsidiary” has the meaning set out in Schedule 17 (RCF Covenant Terms) of the Incorporated Terms Memorandum.

“Maturity Date” means for each Receivable the respective date when payment is due and payable under the relevant Contract.

“Money Market Investments” means short term money market investments which can be liquidated and with terms of one month or less.

“Monthly Average Prime Rate” means, in respect of the US Purchase and Contribution Agreement, a per annum rate equal to the monthly average of the “prime rate” as published in the “Money Rates” section of The Wall Street Journal or such other publication that may replace or substitute The Wall Street Journal.

“Monthly Report” means a report to be delivered by the Master Servicer to the Purchaser no later than 16:00 CET on each Monthly Reporting Date pursuant to each Servicing Agreement in a form acceptable to the Purchaser and the Accounts Administrator which contains, in respect of the Purchased Receivables, historical data, including without limitation, sales, repayment profile, delinquency bucket analysis, defaults, actual monthly write-offs, dilutions, the aggregate unpaid amount of all invoices issued by such Seller in the ordinary course of its Paper Business during the relevant Settlement Period, the aggregate amount of Collections in respect of which a Cleared Invoice Allocation has not occurred during the preceding Settlement Period, any other information relevant to determine the Unallocated Collection Percentage,

Purchase Prices and Collections (in each case, unless already provided to the Purchaser in any Daily Report) and other information that the Purchaser may reasonably request.

“Monthly Reporting Date” means the Business Day that is five (5) Business Days after the last day of the immediately preceding Settlement Period.

“Moody’s” means Xxxxx’x Investors Service, Inc.

“MS EUR Transfer Account” means the bank account described as the “MS EUR Transfer Account” in Schedule 19 (Account Details) of the Incorporated Terms Memorandum.

“MS Final Collection Account Bank” means the account bank set out under the heading “MS Final Collection Account Bank” in Schedule 19 (Account Details) of the Incorporated Terms Memorandum.

“MS Final Collection Accounts” means the MS Final Collection EUR Account and the MS Final Collection USD Account, an “MS Final Collection Account” means either of them.

“MS Final Collection EUR Account” means the account identified as such under the heading “MS Final EUR and USD Collection Accounts” in Schedule 19 (Account Details) of the Incorporated Terms Memorandum in the name of Sappi International SA, to which funds from any other Master Servicer Account in the same currency are zero-balanced on a daily basis.

“MS Final Collection USD Account” means the account identified as such under the heading “MS Final EUR and USD Collection Accounts” in Schedule 19 (Account Details) of the Incorporated Terms Memorandum, to which funds from any other Master Servicer Account in the same currency are zero-balanced on a daily basis.

“MS USD Transfer Account” means the bank account described as the “MS USD Transfer Account” in Schedule 19 (Account Details) of the Incorporated Terms Memorandum.

“Net Debt” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“New Financings” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“NOK” means the lawful currency of Norway.

“Non-OECD Country” shall be any country other than (i) an OECD country or (ii) an EU Country, provided that it is not an Ineligible Country.

“Notice” means any notice delivered under or in connection with any Transaction Document.

“Notices Details” means the provisions set out in Schedule 8 (Notices Details) of the Incorporated Terms Memorandum.

“Obligor” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“OECD Country” means any country that is a member of the Organisation for Economic Co-operation and Development (OECD), excluding any EU Country, the United States and Canada, provided that it is not an Ineligible Country.

“Offer” bears the meaning ascribed to such term in Clause 2.2 of each Receivables Purchase Agreement.

“Offer Agent” means the IT Services Provider.

“Offer Date” means each Reporting Date on which an Offer is made by a Seller to the Purchaser.

“Offer File” bears the meaning ascribed to such term in Clause 2.2 of each Receivables Purchase Agreement.

“Offered Receivable” means any Receivable offered for sale by a Seller to the Purchaser pursuant to an Offer.

“Original Borrowers” means has the meaning given to it in Schedule 17 (RCF Covenant Terms).

“Original Financial Statements” means has the meaning given to it in Schedule 17 (RCF Covenant Terms).

“Original Guarantors” means has the meaning given to it in Schedule 17 (RCF Covenant Terms).

“Originators” means the Initial Originators and the Additional Originators, and “Originator” means any one of them.

“Other Dilution Reserve Percentage” means, at any time, the product (expressed as percentage) of the Dilution Horizon Ratio and A, where A is the sum of:

(a) the product of the Stress Factor and the Expected Dilution;

(b) the product of:

(i) the difference between the Dilution Spike and the Expected Dilution; and

(ii) the Dilution Spike divided by the Expected Dilution.

“Outstanding EUR Advances” means, at any time, the aggregate amount of outstanding advances denominated in EUR made by the Issuer to the Purchaser in accordance with the Commissioning Agreement.

“Outstanding USD Advances” means, at any time, the aggregate amount of outstanding advances denominated in USD made by the Issuer to the Purchaser in accordance with the Commissioning Agreement.

“Paper Business” means, any one or more of the following businesses:

(a) the production, manufacture, distribution, supply, sale, purchase and trading in respect of paper and related by-products (including but not limited to fine paper, coated and uncoated wood-free paper, packaging paper, publication paper, newsprint and energy);

(b) pulp (including all chemical or other manufacturing processes relating to pulp);

(c) wood products (including all initial processes, manufacturing or otherwise relating to paper, pulp and paper pulp) and the growing of timber supplies;

(d) specialities and release paper; and

(e) chemical cellulose.

“Paying Transaction Party” means, where any Transaction Party is under an obligation created by a Transaction Document to make a payment to a Receiving Transaction Party, the Transaction Party who is to make such payment.

“Performance Guarantee” means a guarantee dated 12 August 2011 of the Performance Guarantor in favour of the Purchaser as beneficiary, whereby the Performance Guarantor guarantees all the payment and performance obligations of each of the Sellers, the Servicers and the Master Servicer. For the avoidance of doubt, the foregoing shall not include the Credit Risk of the Purchased Receivables.

“Performance Guarantor” means Sappi Papier Holding GmbH, Austria.

“Person” means an individual, partnership, limited liability company, corporation, joint stock company, trust (including a business trust), unincorporated association, joint venture, firm, enterprise, official body or any other entity.

“Portfolio Limits” means the portfolio limits listed in Schedule 3 Part 5 (Portfolio Limits) of the Incorporated Terms Memorandum.

“Post-Termination Priority of Payments” means the priority of payments set out in Schedule 12 (Priority of Payments) Part 3 of the Incorporated Terms Memorandum.

“Potential Automatic Termination Event” means any event which according to reasonable judgment may become (with the passage of time, the giving of notice, the making of any determination or any combination thereof) an Automatic Termination Event.

“Potential Stop Purchase Event” means an event which, according to reasonable judgement may become (with the passage of time, the giving of notice, the making of any determination or any combination thereof) a Stop Purchase Event.

“Potential Termination Event” means any event which according to reasonable judgement may become (with the passage of time, the giving of notice, the making of any determination or any combination thereof) a Termination Event.

“Powers of Attorney” means the powers of attorney required by each Receivables Purchase Agreement to be completed substantially in the form as set out in Schedule 3

to each such Agreement (or, in the case of the US Receivables Purchase Agreement, Schedule 7 thereof).

“Priorities of Payments” means the EUR Priority of Payments, the USD Priority of Payments and Post-Termination Priority of Payments and “Priority of Payments” means any one of these.

“Proceedings” means any legal proceedings relating to a Dispute.

“Producers” means the Initial Producers and any additional producers which produce products sold by an Originator to an Account Debtor, where Receivables relating to such products will be sold by any Seller to the Purchaser under a Receivables Purchase Agreement, and “Producer” means any of them.

“Programme Limit” means EUR 360,000,000.

“Purchase Date” means the Reporting Date.

“Purchase Price” means, on any Purchase Date, the purchase price for the Receivables which are the subject of an Offer in an amount equal to the product of (i) the aggregate Initial Unpaid Balance of such Receivables and (ii) 1 minus the Reserve Percentage and payable in the relevant Purchaser Currency.

“Purchase Report” shall have the meaning ascribed to it in the US Purchase and Contribution Agreement.

“Purchased EUR Receivable” means any EUR Receivable purchased by the Purchaser pursuant to a Receivables Purchase Agreement.

“Purchased Receivables” means, at any time, the aggregate of all Receivables that have been purchased by the Purchaser pursuant to the Receivables Purchase Agreements.

“Purchased Receivables Ratio” means, for any Seller in respect of any Settlement Period, the ratio (expressed as a percentage) of which the numerator shall be the Aggregate Amount of Purchased Receivables purchased from such Seller and the denominator shall be the face amount of all invoices issued by such Seller in the ordinary course of its Paper Business and the relevant data in respect of which is transferred to the IT Services Provider during such Settlement Period.

“Purchased USD Receivable” means any USD Receivable purchased by the Purchaser pursuant to a Receivables Purchase Agreement.

“Purchaser” means Elektra Purchase No 29 Limited.

“Purchaser Account” means the EUR Collection Account or the USD Collection Account as set out under the heading “Purchaser Accounts” in Schedule 19 (Account Details) of the Incorporated Terms Memorandum in the name of the Purchaser.

“Purchaser (Austrian) Security Agreement” means the Austrian security agreement to be dated the Closing Date between the Purchaser and the Purchaser Trustee.

“Purchaser (Belgian) Receivables Pledge Agreement” means the Belgian receivables pledge agreement to be dated the Closing Date between the Purchaser and the Issuer.

“Purchaser Beneficiaries” means the Purchaser Trustee and the Issuer.

“Purchaser Currency” means (i) EUR for all Receivables sold by the Austrian EUR Seller, the Belgian Seller or the German EUR Seller to the Purchaser and (ii) USD for all Receivables sold by the Austrian USD Seller, the German USD Seller and the US Seller to the Purchaser. For any Purchased Receivable that is denominated in a Purchaser Currency, the Purchase Price or any Collections will be payable in the currency of its denomination. For any Purchased Receivable that is not denominated in a Purchaser Currency (i.e. in an Eligible Functional Currency), the Purchase Price will be paid in the applicable Purchaser Currency, as converted at the Historical Exchange Rate. Any Collection will be paid in the applicable Purchaser Currency, as converted at the Historical Exchange Rate, provided that if any such Collection is payable or received directly into the relevant Collection Account for any reason whatsoever under the Transaction Documents or upon instruction of the Purchaser including, upon the occurrence an Automatic Termination Event or the delivery of a Termination Event Notice, that Collection will be converted at the applicable spot rate of exchange on the relevant day.

“Purchaser (English) Deed of Charge” means the deed of charge to be dated the Closing Date between the Purchaser and the Purchaser Trustee.

“Purchaser (German) Security Agreement” means the German security agreement to be dated the Closing Date between the Purchaser and the Purchaser Trustee.

“Purchaser Secured Obligations” means the aggregate of all monies and liabilities which from time to time are or may become due, owing or payable by the Purchaser to the Issuer or the Purchaser Trustee under any of the Purchaser Transaction Documents to which the Purchaser is a party.

“Purchaser Security Documents” means the Purchaser (Austrian) Security Agreement, the Purchaser (Belgian) Receivables Pledge Agreement, the Purchaser (English) Deed of Charge, the Purchaser (German) Security Agreement and the Purchaser (US) Security Agreement.

“Purchaser Transaction Documents” means the Transaction Documents, an accounts administration agreement dated 1 July 2009 entered into by, inter alios, the Issuer in relation to its Arabella Programme, as amended from time to time, and any corporate secretarial agreement entered into between the Purchaser and its company secretary.

“Purchaser Trustee” means The Bank of New York Mellon.

“Purchaser (US) Security Agreement” means the US security agreement to be dated the Closing Date between the Purchaser and the Purchaser Trustee.

“Quarter” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Quarter Date” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Rating Agencies” means Moody’s and S&P.

“Receivable” means any and all indebtedness and payment claims (including the VAT portion) of a Seller (or, in the case of Receivables originated in the United States, the US Originator) against the Account Debtors under the respective underlying Contract, including, without limitation an account, instrument or general intangible, arising in connection with, or constituting consideration for, the sale of goods or rendering of services by the Seller, and includes the obligation to pay any finance charges, fees and other charges with respect thereto and any of the relevant Seller’s claims (and any rights to determine the legal relationship, including termination rights) arising under the Contract.

“Receivables Purchase Agreements” means the Austrian USD Receivables Purchase Agreement, the Belgian Receivables Purchase Agreement, the German USD Receivables Purchase Agreement and the US Receivables Purchase Agreement and “Receivables Purchase Agreement” means any of them.

“Receiving Transaction Party” means, where any Transaction Party is under an obligation created by a Transaction Document to make payment to another Transaction Party, the Transaction Party which is to receive such payment.

“Records” means the accounts and/or systems and/or other relevant records whether in electronic or hard copy form which contain information on Account Debtors and/or Receivables and/or Collections.

“Regulatory Direction” means, in relation to any person, a direction or requirement of any Governmental Authority with whose directions or requirements such person is accustomed to comply.

“Reinvestment” has the meaning given to it in Clause 2.8 of each Receivables Purchase Agreement.

“Related Rights” means, with respect to any Receivable:

(a) all present and future interests in Repossessable Goods (including claims for redelivery, return and/or re-delivery of such Repossessable Goods and returned, repossessed or redelivered Repossessable Goods), including (without limitation) full title, retention of title rights, all rights in any receivables arising from the related Account Debtor’s resale of such Repossessable Goods and all insurance contracts with respect thereto;

(b) all accessory and non-accessory collateral, other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable;

(c) all rights out of guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable, or substituting such Receivable, whether pursuant to the Contract related to such Receivable or otherwise;

(d) all Instruments of Debt in respect of such Receivable;

(e) all Records related to such Receivable,

(f) all Seller Collateral related to such Receivable,

in each case, including all proceeds at any time howsoever arising out of the resale or other disposal of (net of collection costs) such Receivable or Repossessable Goods, or dealing with, or judgments relating to, any of the foregoing, any debts represented thereby, and all rights of action against any person in connection therewith.

“Relevant” means:

(a) when used in relation to the execution of or the entering into of a Transaction Document and in conjunction with a reference to any Transaction Party, a Transaction Document which such Transaction Party is required to execute or enter into or has executed or entered into;

(b) when used in respect of the Transaction Documents generally and in conjunction with a reference to any particular Transaction Party, the Transaction Documents to which such Transaction Party is a party together with the Transaction Documents that contain provisions that otherwise bind or confer rights upon such Transaction Party;

and “relevant” has the same meaning. References to “Relevant Transaction Documents” and cognate expressions shall be construed accordingly.

“Relevant Period” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Reporting Date” means the Closing Date and, thereafter, any Business Day on which date a Seller or the Master Servicer is required to deliver (on behalf of each relevant Seller) an Offer and an Offer File to the Purchaser no later than 7:00 am CET and a Daily Report to the Purchaser no later than 10:30 am CET pursuant to each Servicing Agreement.

“Reports” means the Daily Report and the Monthly Report.

“Repossessable Goods” means, in respect of any Receivable which is subject to retention of rights or similar rights under applicable law, the goods the delivery of which gave rise to such Receivable.

“Required EUR Reserve Amount” means, in the case of the Austrian EUR Seller, the Belgian Seller or the German EUR Seller, at any time, the aggregate amount of (i) the applicable Reserve Percentage (as applied at the respective Purchase Date when the Receivable has been purchased) multiplied by (ii) the Unpaid Balance of any Purchased Receivable (which for the avoidance of doubt does not relate to any Defaulted Receivable).

“Required MS EUR Amount” means EUR 1,500,000.

“Required MS USD Amount” means USD 250,000.

“Required US Seller USD Amount” USD 250,000.

“Required Reserve Amount” means, the Required EUR Reserve Amount and the Required USD Reserve Amount.

“Required USD Reserve Amount” means, in the case of the Austrian USD Seller, the German USD Seller and the US Seller, at any time, the aggregate amount of (i) applicable Reserve Percentage (as applied at the respective Purchase Date when the Receivable has been purchased) multiplied by (ii) the Unpaid Balance of any Purchased Receivable (which for the avoidance of doubt does not relate to any Defaulted Receivable).

“Requirement of Law” in respect of any person shall mean:

(a) any law, treaty, rule, requirement or regulation;

(b) a notice by or an order of any court having jurisdiction;

(d) a determination of an arbitrator or Governmental Authority,

in each case applicable to or binding upon that person or to which that person is subject or with which it is customary for it to comply.

“Reserve Floor Percentage” means the sum of (i) 19% and (b) the product of the Expected Dilutions and the Dilution Horizon Ratio.

“Reserve Percentage” means the higher of (i) the Reserve Floor Percentage and (ii) and sum of the following items:

(a) Yield Reserve Percentage;

(b) Loss Reserve Percentage;

(d) the greater of (i) the sum of the Servicer Fee Reserve Percentage and the Back-Up Servicer Standby Fee Percentage and (ii) the Back-Up Servicer Fee Reserve Percentage,

as determined by the Purchaser on each Reset Date.

“Reset Date” means, in respect of the first Reset Date, 22 August 2011 and, thereafter, the Business Day that is two (2) Business Days prior to each Settlement Date.

“Reuters Screen” means a page of the Reuters service or of any other medium for the electronic display of data as may be previously approved in writing by the Arranger and the Purchaser.

“Revolving Period” means the period commencing on the Closing Date and ending on the earlier of (a) the occurrence of an Automatic Termination Event, (b) the delivery of a Termination Event Notice or (c) the date 60 days prior to the end of the Term.

“S&P” means Standard & Poor’s, a Division of the XxXxxx-Xxxx Companies, Inc.

“Sales Commission Agency Agreements” means the Initial Sales Commission Agency Agreements and the Additional Sales Commission Agency Agreements, and “Sales Commission Agency Agreement” means any of them.

“Sappi Deutschland” means Sappi Deutschland GmbH, Hanover, Germany as Originator and as Seller.

“Sappi Lanaken” means Sappi Lanaken NV, Lanaken, Belgium as Factor and as Seller.

“Sappi Month” means any monthly accounting period identified as a “Sappi Month” in the Sappi Month Calendar.

“Sappi Month Calendar” means a calendar delivered by the Master Servicer to the Purchaser on or about the Closing Date, as amended or modified from time to time.

“Sappi Papier Holding” means Sappi Papier Holding GmbH, Gratkorn, Austria, as Seller, as Originator and as Performance Guarantor.

“Sappi Southern Africa” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Sappi Southern Africa Group” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Sappi Southern Africa Indebtedness” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Sappi Trading HK” means Sappi Trading Hong Kong Limited, as Servicer in respect of the Austrian USD Seller and the German USD Seller.

“S.D. Xxxxxx” means S.D. Xxxxxx Company a Pennsylvania corporation doing business as Sappi Fine Paper North America as US Originator and as US Servicer.

“Seller Accounts” means any of the bank accounts notified to the Purchaser by any Seller for any payments due to the Sellers under the relevant Receivables Purchase Agreement or Servicing Agreement.

“Seller Collateral” means in relation to a Receivable purchased by the Purchaser, the following assets of the relevant Seller relating to such Receivable:

(a) ownership of all Records relating to such Receivable;

(b) ownership in the goods relating to a Contract under which such Receivable is originated;

(c) any claims against a supplier arising out of the terms of the (extended) retention of title agreements entered into between the relevant Seller and a supplier;

(d) any rights and benefits of the relevant Seller under the respective Factoring Agreement or Distribution Agreement; and

(e) any remainder,

in each case, including all proceeds at any time howsoever arising out of the resale or other disposal of (net of collection costs), or dealing with, or judgments relating to any of the foregoing, any debts represented thereby, and all rights of action against any person in connection therewith.

“Seller Collection Accounts” means the Austrian USD Seller Collection Accounts and the German USD Seller Collection Accounts set out under the heading “Seller Collection Accounts” in 3 (Account Details) of the Back-Up Servicing Agreement.

“Seller Jurisdiction” means:

(a) in the case of the Austrian EUR Seller, Belgium;

(b) in the case of the Austrian USD Seller, Austria;

(d) in the case of the German EUR Seller, Belgium;

(e) in the case of the German USD Seller, Germany; or

(f) in the case of the US Seller, Delaware, the United States.

“Seller Warranties” means the representations and warranties given by each Seller set out in Schedule 4 (Representations and Warranties of the Sellers) of the Incorporated Terms Memorandum and “Seller Warranty” means any of them.

“Sellers” means the Austrian EUR Seller, the Austrian USD Seller, the Belgian Seller, the German EUR Seller, the German USD Seller, and the US Seller and “Seller” means any one of them.

“Servicer Collection Authority” has the meaning ascribed to such term in Clause 2.3 of each Servicing Agreement.

“Servicer Fee Reserve Percentage” means the product of Servicing Fee Rate and the Day Count Fraction.

“Servicer Jurisdiction” means:

(a) in the case of Sappi Papier Holding in its role as Austrian USD Servicer, Austria;

(b) in the case of Sappi Deutschland in its role as German USD Servicer, Germany;

(d) in the case of Sappi International SA in its role as Master Servicer, Austrian EUR Servicer, Belgian Servicer and German EUR Servicer, Belgium;

(e) in the case of S.D. Xxxxxx in its role as US Servicer, Pennsylvania, United States; and

(f) in the case of the US Seller in its role as US Servicer, Delaware, United States.

“Servicer Warranties” means the representations and warranties given by each Servicer and the Master Servicer and set out in Schedule 7 (Servicer Covenants) of this Incorporated Terms Memorandum and “Servicer Warranty” means any of them.

“Servicers” means the Austrian Servicers, the Belgian Servicer, the German USD Servicers and the US Servicer and “Servicer” means each of them.

“Servicer Termination Event” has the meaning ascribed to it in Schedule 13 (Termination Events) Part 2 of the Incorporated Terms Memorandum.

“Servicer Termination Event Notice” means a notice to the relevant Servicer from the Purchaser advising such Servicer of the occurrence of a Servicer Termination Event.

“Servicing Agreements” means the Austrian USD Servicing Agreement, the Belgian Servicing Agreement, the German USD Servicing Agreement and the US Servicing Agreement and “Servicing Agreement” shall mean any one of them.

“Servicing Fee” shall bear the meaning ascribed to such term in the Fee Agreement.

“Servicing Fee Rate” shall bear the meaning ascribed to such term in the Fee Agreement.

“Settlement Date” means the Business Day which is five (5) Business Days after each Monthly Reporting Date.

“Settlement Period” means the period from (and including) the first day of a Sappi Month until (and including) the earlier of:

(a) the date at which the Unpaid Balance of all Purchased Receivables has been reduced to zero; or

(b) the last day of that Sappi Month,

provided that if such day is not a Business Day, the Settlement Period shall end on the immediately preceding Business Day, it will be the Business Day prior to such day provided that the first Settlement Period shall start on 25 August 2011 and end on the Business Day immediately following 2 October 2011.

“Special Items” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Standard of Care” means the standard of care of a prudent merchant.

“Standard Terms and Conditions” means the Sales Conditions of Sappi Fine Paper Europe as set out in Schedule 20 of the Incorporated Terms Memorandum.

“Stand-by Period” means the period from (and including) the Closing Date to (but excluding) the delivery of a Back-Up Servicer Activation Notice by the Purchaser to the Back-Up Servicer.

“Stop Purchase Event” means any event set out in Schedule 14 (Stop Purchase Event) of the Incorporated Terms Memorandum.

“Stress Factor” means 2.25.

“Subsidiary” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Subsequent Conditions Precedent” means, in the case of any Seller, the conditions set forth in Schedule 1 Part B (Conditions Precedent relating to each (including the initial) Offer) of the Receivables Purchase Agreement to which such Seller is expressed to be a party.

“Substitution Period” means the period from (and including) the delivery of a Back-Up Servicer Activation Notice by the Purchaser to the Back-Up Servicer to (and including) the Final Discharge Date.

“Surplus Amount” means, at any time, the EUR Surplus Amount or the USD Surplus Amount, as applicable.

“Swedish Krona”, “SKr” and “SEK” each means the lawful currency of the Kingdom of Sweden.

“TARGET2 Settlement Day” means any day on which the TARGET2 system is open for the settlement of payments in euro.

“TARGET2 system” means the Trans European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single platform and which was launched on 19 November 2007.

“Tax” shall be construed so as to include any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature whatsoever (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same, but excluding taxes on net income) imposed or levied by or on behalf of any Tax Authority and “Taxes”, “taxation”, “taxable” and comparable expressions shall be construed accordingly.

“Tax Authority” means any government, state or municipality or any local, state, federal or other authority, body or official anywhere in the world exercising a fiscal, revenue, customs or excise function.

“Tax Credit” means any credit received by a Transaction Party from a Tax Authority in respect of any Tax paid by such Transaction Party.

“Tax Deduction” means any deduction or withholding on account of Tax.

“Tax Payment” means any payment for or on account of Tax.

“Term” means the period commencing on the Closing Date and ending on the Facility Maturity Date.

“Termination Event” has the meaning ascribed to it in Schedule 13 (Termination Events) Part 1 of the Incorporated Terms Memorandum.

“Termination Event Notice” means a notice to the relevant Seller from the Purchaser or Purchaser Trustee to each of the Sellers, the Servicers, the Master Servicer and the Performance Guarantor of the occurrence of a Termination Event.

“Total Capitalisation” has the meaning set out in Schedule 17 (RCF Covenant Terms).

“Total Required Reserve Amount” means the sum of the Required Reserve Amount for each of the Sellers.

“Transaction” means the transactions contemplated under the Transaction Documents.

“Transaction Documents” means:

(a) the Incorporated Terms Memorandum;

(b) the Receivables Purchase Agreements;

(d) the Commissioning Agreement;

(e) each US Lock-Box Agreement;

(f) the Back-Up Servicing Agreement;

(g) the Fee Agreement;

(h) the Performance Guarantee;

(i) each Transfer Account Pledge Agreement;

(j) the Purchaser Security Documents;

(k) the US Contribution Agreement; and

(l) the IT Services Agreement.

“Transaction Margin” shall bear the meaning ascribed to such term in the Fee Agreement.

“Transaction Party” means any party to a Transaction Document.

“Transfer Account Bank” means the account bank set out opposite each Transfer Account in Schedule 19 (Account Details) of the Incorporated Terms Memorandum.

“Transfer Account Pledge Agreement” means each pledge agreement to be dated the Closing Date between the Purchaser (as pledgee) and the US Seller and the Master Servicer, respectively (as pledgors).

“Transfer Accounts” means the bank accounts described as the “MS EUR Transfer Account”, the “MS USD Transfer Account” and the “US Seller USD Transfer Account” in Schedule 19 (Account Details) of the Incorporated Terms Memorandum, and “Transfer Account” means any of them.

“UCC” means the New York Uniform Commercial Code (as amended and revised from time to time).

“Unallocated Collections Percentage” means, in respect of each relevant Seller, the ratio (expressed as percentage) of which the numerator shall be the sum of the aggregate collections relating to invoices issued by such Seller in the ordinary course of its Paper Business as at the end of the immediately preceding Settlement Period in respect of which an allocation to the relevant invoice has not been made as described in the definition of “Cleared Invoice Allocation” at the end of such Settlement Period and the denominator shall be the aggregate of collections relating to invoices issued by such Seller in the ordinary course of its Paper Business as at the end of the same period, irrespective of whether an allocation as described in the definition of “Cleared Invoice Allocation” to the relevant invoice has been made or not.

“UniCredit” means UniCredit Bank AG as Arranger.

“UniCredit Lon” means UniCredit Bank AG, London Branch as Account Bank, Liquidity Facility Agent and Bank for the Purchaser.

“United States” means the United States of America.

“Unpaid Balance” means, with respect to any Purchased Receivable, at any time the Initial Unpaid Balance (including the VAT portion) of such Purchased Receivable less the amount of Collections received by the Purchaser and applied to the Initial Unpaid Balance of such Purchased Receivable as determined by reference to the most recent Daily Report.

“U.S. Dollar”, “Dollar”, “U.S.$”, “$” and “USD” each means the lawful currency of the United States of America.

“US Indemnified Party” has the meaning ascribed to it in the US Servicing Agreement.

“US Insurer” means Euler Hermes American Credit Indemnity Company, Maryland, United States.

“US Lock-Box Agreements” means the deposit account control agreements to be entered into by the US Seller in the forms as attached to Schedule 6 of the US Purchase and Contribution Agreement.

“US Originator” means S.D. Xxxxxx doing business as Sappi Fine Paper North America.

“US Purchase and Contribution Agreement” means the purchase and contribution agreement dated 12 August 2011 between the US Originator and the US Seller.

“US Purchase Price” has the meaning ascribed to it in the US Purchase and Contribution Agreement.

“US Receivables Purchase Agreement” means the receivables purchase agreement dated 12 August 2011 among the US Seller, the US Originator, the Purchaser, the Offer Agent and the Master Servicer.

“US Seller” means Sappi NA Finance LLC, a Delaware limited liability company.

“US Seller Insurance Policy” means the credit insurance policy entered into between the US Seller and the US Insurer bearing world policy number WP-252.00007 to which the Purchaser is an extended party.

“US Seller Note” means a subordinated promissory note issued by the US Seller to the US Originator on the Closing Date pursuant to the US Purchase and Contribution Agreement in the form attached thereto as Exhibit B (as such promissory note may be amended, supplemented, endorsed or otherwise modified from time to time, together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents).

“US Seller USD Transfer Account” means the bank account described as the “US Seller USD Transfer Account” in Schedule 19 (Account Details) of the Incorporated Terms Memorandum.

“US Servicer” means S.D. Xxxxxx.

“US Servicer Fee” shall have the meaning ascribed to it in the US Purchase and Contribution Agreement.

“US Servicing Agreement” means the servicing agreement dated 12 August 2011 between the US Servicer, the Master Servicer and the Purchaser.

“USD Collection Account” means an account in the name of the Purchaser at the Collection Account Bank (as set out under the heading “USD Collection Account” in Schedule 19 (Account Details) of the Incorporated Terms Memorandum).

“USD Priority of Payments” means the priority of payments set out in Schedule 12 (Priority of Payments) Part 2 of the Incorporated Terms Memorandum.

“USD Receivable” means a Receivable, the Purchaser Currency of which is USD.

“USD Surplus Amount” means, at any time, the difference between the Actual USD Reserve Amount and the Required USD Reserve Amount.

“Yield Reserve Percentage” means the rate, (expressed as percentage) calculated as the product of:

(a) the sum of:

(i) the product of the Stress Factor and the Funding Rate;

(ii) the Transaction Margin; and

(iii) the Commitment Fee;

(b) the Stress Factor; and

divided by 360.

1.1 Any reference to:

an “account” includes, unless otherwise required by the context such other account or accounts as may for the time being be in addition thereto or in substitution therefor in accordance with the relevant Transaction Document(s) and, any sub-account thereof, irrespective of its currency;

“administration”, “bankruptcy”, “liquidation”, “receivership” or “winding up” of a person shall be construed so as to include any equivalent or analogous proceedings under the laws of the jurisdiction in which such person is incorporated (or, if not a company or corporation, domiciled) or any jurisdiction in which such person has its principal place of business;

“affiliate” means, when used with respect to any company incorporated in Germany, any related company or corporation within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) and, when used with respect to any other person, directly or indirectly controlling, controlled by or under common control with that person, in each case whether beneficially, or as a trustee, guardian or other fiduciary, and including a Subsidiary or a company or corporation of which that person is a Subsidiary and any other Subsidiary of that company or corporation;

a “member state” shall be construed as a reference to a member state of the European Union;

a “month” is, in relation to the calculation of any reserve, ratio or rolling average, a Sappi Month, and otherwise is a reference to a period starting on one calendar day in a calendar month and ending on the numerically corresponding calendar day in the next calendar month save that, where any such period would otherwise end on a calendar day which is not a Business Day, it shall end on the next Business Day, unless that day falls in the calendar month succeeding that in which it would

otherwise have ended, in which case it shall end on the preceding Business Day provided that, if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month (and references to “months” shall be construed accordingly) unless otherwise agreed in the relevant Transaction Document;

“stamp duty” shall be construed as a reference to any stamp, registration or other transaction or documentary tax (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying out any of the same);

“tax” shall be construed so as to include any tax, levy, impost, duty, withholding or other charge of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) arising under applicable law and shall include in particular, without limitation, any income taxes, trade tax (Gewerbesteuer) and value added tax;

“value added tax”, “Value Added Tax” or “VAT” shall be construed so as to include any value added tax under any jurisdiction;

“writing” means, unless otherwise agreed, that any document (e.g. agreements, notices, correspondence etc.) has to be signed by (or by some person duly authorised by) the issuer of the respective document and that agreements need to be signed by (or by some person duly authorised by) each party to it on such document representing the respective agreement. For the avoidance of doubt, the use of e-mail or any other electronic form of communication does not fulfil the requirement of the written form unless the parties agree otherwise. For the avoidance of doubt, the use of facsimile shall be deemed to be part of this definition unless one party has expressly requested the written form as stated above prior to the respective facsimile having been sent. The exchange of pdf-documents via e-mail shall be deemed to be made “in writing”.

2. PRINCIPLES OF INTERPRETATION AND CONSTRUCTION

2.1 Interpretation

Any reference in the Transaction Documents to:

a document being in an “agreed form” means that the form of the document in question has been agreed between the proposed parties thereto;

“continuing”, in respect of an Automatic Termination Event, an Automatic Servicer Termination Event, a Termination Event, a Servicer Termination Event, a Potential Automatic Termination Event, a Potential Termination Event, as the case may be, which has not been waived in accordance with the terms of the relevant Transaction Document and in respect of a Potential Termination Event, a Potential Stop Purchase Event or a Potential Servicer Termination Event, as the case may be, one which has not been remedied within the relevant grace period or waived in accordance with the terms of a Stop Purchase Event, a Potential Stop Purchase Event, a Servicer Termination Event or a Potential Servicer Termination Event or, as the case may be, the relevant Transaction Document;

“including” shall be construed as a reference to “including without limitation”, so that any list of items or matters appearing after the word “including” shall be deemed not to be an exhaustive list, but shall be deemed rather to be a representative list, of those items or matters forming a part of the category described prior to the word “including”;

“indebtedness” shall be construed so as to include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a “law” shall be construed as any law (including common or customary law), statute, constitution, decree, judgement, treaty, regulation, directive, bye law, order or any other legislative measure of any government, supranational, local government, statutory or regulatory body or court;

“principal” shall, where applicable, include premium;

“repay” and “pay” shall each include both of the others and “repaid”, “repayable” and “repayment” and “paid”, “payable” and “payment” shall be construed accordingly;

a reference to any person defined as a “Transaction Party” in this Agreement or in any Transaction Document shall be construed so as to include its and any subsequent successors and permitted transferees in accordance with their respective interests and any reference to “Account Bank” shall include any additional account bank and any replacement of any of them pursuant to the relevant Transaction Document(s);

a “subsidiary” of a company or corporation shall be construed as a reference to any company or corporation:

(a) which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or

and, for these purposes, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body;

a “successor” of any party shall be construed so as to include an assignee or successor in title of such party and any person who under the laws of the jurisdiction of incorporation or domicile of such party has assumed the rights and obligations of such party under any Transaction Document or to which, under such laws, such rights and obligations have been transferred;

a “wholly owned subsidiary” of a company or corporation shall be construed as a reference to any company or corporation which has no other members except that other company or corporation and that other company’s or corporation’s wholly owned

subsidiaries or persons acting on behalf of that other company or corporation or its wholly owned subsidiaries; and

a term or definition not defined herein but defined in the relevant agreement referred to and shall have the meaning given to it therein.

2.2 Transaction Documents and other agreements

Any reference to the Incorporated Terms Memorandum, any document defined as a Transaction Document or any other agreement or document shall be construed as a reference to the Incorporated Terms Memorandum, such Transaction Document or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated, supplemented or replaced.

2.3 Statutes and Treaties

Any reference to a statute or treaty shall be construed as a reference to such statute or treaty as the same may have been, or may from time to time be, amended or, in the case of a statute, re enacted.

2.4 Time

Any reference in any Transaction Document to a time of day shall, unless a contrary indication appears, be a reference to CET.

2.5 Schedules

Any Schedule of, or Appendix to a Transaction Document forms part of such Transaction Document and shall have the same force and effect as if the provisions of such Schedule or Appendix were set out in the body of such Transaction Document. Any reference to a Transaction Document shall include any such Schedule or Appendix.

2.6 Headings

Section, Part, Schedule, Paragraph and Clause headings are for ease of reference only.

2.7 Sections

Except as otherwise specified in a Transaction Document, reference in a Transaction Document to:

2.7.1 a “Section” shall be construed as a reference to a Section of such Transaction Document;

2.7.2 a “Part” shall be construed as a reference to a Part of such Transaction Document;

2.7.3 a “Schedule” shall be construed as a reference to a Schedule of such Transaction Document;

2.7.4 a “Clause” shall be construed as a reference to a Clause of a Part or Section (as applicable) of such Transaction Document;

2.7.5 a “Paragraph” shall be construed as a reference to a Paragraph of a Schedule of such Transaction Document; and

2.7.6 “this Agreement” shall be construed as a reference to such Transaction Document together with any Schedules thereto.

2.7.7 “this Memorandum” shall be construed as a reference to such Incorporated Terms Memorandum together with any Schedules thereto.

2.8 Number

In any Transaction Document, save where the context otherwise requires, words importing the singular number include the plural and vice versa.

SCHEDULE 2
COMMON TERMS

PART 1
GENERAL TERMS

1. ENTIRE AGREEMENT

1.1 Entire Agreement

The Transaction Documents and any document referred to in the Transaction Documents constitute the entire agreement and understanding between the Transaction Parties relating to the Transaction and supersede any previous agreements between the parties relating to the subject matter of the Transaction Documents.

1.2 Separate parties

Where any Transaction Party acts in more than one capacity, the provisions of the Common Terms shall apply to such person as though it were a separate party in each such capacity.

1.3 No reliance

Each Transaction Party agrees that it has not entered into any of the Transaction Documents in reliance upon any representation, warranty or undertaking of any other Transaction Party which is not expressly set out or referred to in one of the Transaction Documents.

2. APPLICATION OF COMMON TERMS

2.1 Inconsistency

If a provision of any Transaction Document is inconsistent with any provision of the Common Terms or the Master Definitions Schedule, the provision of such Transaction Document shall prevail.

3. SERVICES NON EXCLUSIVE

3.1 Non Exclusivity

Subject to the provisions of the Transaction Documents, nothing in the Transaction Documents shall prevent any Transaction Party from rendering services similar to those provided for in the Transaction Documents to other persons, firms or companies or from carrying on any business similar to or in competition with the business of any of the Transaction Parties.

3.2 Existing Businesses

Nothing in the Transaction Documents shall prevent any Transaction Party from carrying on its own business in the manner which it thinks fit, unless, by so doing, it would render itself unable to perform its obligations under the Transaction Documents in the manner contemplated in the Transaction Documents.

4. NON PETITION AND LIMITED RECOURSE

4.1 No Petition

Notwithstanding anything herein to the contrary, each of the Transaction Parties hereby agrees that it shall not take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation or for the appointment of a receiver, examiner, administrator, an administrative receiver, trustee, liquidator, sequestrator or similar officer of the Purchaser or the Issuer or of any or all of the Purchaser’s or the Issuer’s revenues and assets.

4.2 Limited Recourse

4.2.1 Notwithstanding anything herein to the contrary, no recourse under any obligation, covenant or agreement of the Purchaser and/or the Issuer contained in any Transaction Document shall be had against any shareholder, officer, agent, employee or director of the Purchaser and/or the Issuer in his capacity as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it is expressly agreed and understood that the relevant Transaction Document is a corporate limited recourse obligation of the Purchaser and/or the Issuer, payable solely from the assets of the Purchaser and/or the Issuer and following application of such amounts, any claims made by the other Transaction Parties (and the obligations of the Purchaser and/or the Issuer) shall be extinguished and no personal liability shall attach to or be incurred by the shareholders, officers, agents or directors of the Purchaser and/or the Issuer as such, or any of them under or by reason of any of the obligations, covenants or agreements of the Purchaser and/or the Issuer contained herein, or implied therefrom, and that any and all personal liability for breaches by the Purchaser and/or the Issuer of any of such obligations, covenants or agreements, either at law, or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by each Transaction Party as a condition of and consideration for the execution hereof.

4.2.2 Each of the Transaction Parties (other than the Purchaser and/or the Issuer) agrees that sums payable to each Transaction Party in respect of the Purchaser and/or the Issuer’s obligations to such Transaction Party shall be limited to the lesser of (a) the aggregate amount of all sums due and payable to such Transaction Party and (b) the aggregate amounts received, realised or otherwise recovered by or for the account of the Purchaser or Issuer, net of any sums which are payable by the Purchaser or Issuer in accordance with the relevant Priority of Payments in priority to or pari passu with sums payable to such Transaction Party.

4.2.3 The terms of Paragraph 4.1 and this Paragraph 4.2 shall survive termination of the relevant Transaction Document.

5. OBLIGATIONS AS CORPORATE OBLIGATIONS

5.1 No liability for Obligations of the Purchaser

The Transaction Parties, other than the Purchaser, shall not have any liability for the obligations of the Purchaser and nothing in the Transaction Documents shall constitute the giving of a guarantee, an indemnity or the assumption of a similar obligation by any of such other Transaction Parties in respect of the performance by the Purchaser of the obligations.

6. VARIATION OF TRANSACTION DOCUMENTS

6.1 Transaction Documents

A variation of any Transaction Document is valid only if it is in writing and signed by or on behalf of each Transaction Party which is a party to such Transaction Document and notification is made to the Liquidity Facility Agent, the Accounts Administrator and the Rating Agencies of such variation.

6.2 Incorporated Terms Memorandum

A variation of the Incorporated Terms Memorandum is valid only if it is approved by each of the Transaction Parties and notification is made to the Rating Agencies of such variation.

7. EXERCISE OF RIGHTS AND REMEDIES

7.1 No waiver

A failure to exercise or delay in exercising a right or remedy provided by any Transaction Document or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by any Transaction Document or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

7.2 Rights and remedies cumulative

Except where any Transaction Document specifically provides otherwise, the rights and remedies contained in a Transaction Document are cumulative and not exclusive of rights or remedies provided by law.

8. PARTIAL INVALIDITY

The invalidity, illegality or unenforceability of a provision of a Transaction Document does not affect or impair the continuation in force of the remainder of such Transaction Document.

9. NO PARTNERSHIP

Except where any Transaction Document specifically provides otherwise, no provision of any Transaction Document creates a partnership between any of the Transaction Parties or makes a Transaction Party the agent of another Transaction

Party for any purpose. Except where any Transaction Document provides otherwise, a Transaction Party has no authority or power to bind, to contract in the name of, or to create a liability for another Transaction Party in any way or for any purpose.

10. CONTINUATION OF OBLIGATIONS

Except to the extent that they have been performed and except where any Transaction Document specifically provides otherwise, the warranties, representations, indemnities, and obligations contained in any Transaction Document remain in force after the date on which they were expressed to take effect until the Final Discharge Date.

11. ASSIGNMENT AND SUB-CONTRACTING

11.1 Successors

Each Transaction Document shall be binding upon and enure to the benefit of each Transaction Party which is a party to such Transaction Document or is otherwise bound by its terms and its or any subsequent successors, transferees and assigns.

11.2 Assignment

Except where any Transaction Document provides otherwise or with the prior written consent of:

(a) the Purchaser, a Transaction Party (other than the Purchaser); or

(b) the Purchaser Trustee,

the Purchaser as Transaction Party may not assign or transfer or purport to assign or transfer a right or obligation under any Transaction Document to which it is a party.

11.3 Benefit

Each Transaction Party is entering into each Transaction Document to which it is a party for its benefit and not for the benefit of another person.

11.4 Delegation

Except where any Transaction Document specifically provides otherwise, a Transaction Party may not subcontract or delegate the performance of any of its obligations under a Transaction Document.

12. THIRD PARTY TRANSACTION RIGHTS

Rights under a Transaction Document only accrue to a person party to such Transaction Document. Accordingly, a person who is not a party to a Transaction Document shall have no rights under to enforce any term of any Transaction Document, but this does not affect any right or remedy of a third party which exists or is available to such third party.

13. CONFIDENTIALITY

13.1 Confidentiality of information

Each Transaction Party agrees that prior to the Final Discharge Date it shall keep confidential and it shall not disclose to any person whatsoever, any information relating to the business, finances or other matters of a confidential nature of any Originator, any Seller, any Servicer, the Master Servicer, the Back-Up Servicer, the IT Services Provider, the Offer Agent, the Performance Guarantor, the Purchaser or the Issuer (as the case may be) which it may have obtained as a result of the execution of any Transaction Document or of which it may otherwise have become possessed as a result of the performance of its obligations in respect of the Transaction including any information concerning the identity of any Transaction Party.

13.2 Disapplication of confidentiality provisions

The Transaction Parties shall use all reasonable endeavours to prevent any disclosure referred to in Paragraph 13.1 (Confidentiality of information) provided however that the provisions of Paragraph 13.1 (Confidentiality of information) shall not apply:

13.2.1 to the disclosure of any information to any person who is a Transaction Party insofar as such disclosure is expressly permitted by the relevant Transaction Document;

13.2.2 to the disclosure of any information already known to the recipient otherwise than as a result of entering into any of the Transaction Documents;

13.2.3 to the disclosure of any information with the consent of the relevant Transaction Parties;

13.2.4 to the disclosure of any information which is or becomes public knowledge otherwise than as a result of the conduct of the recipient;

13.2.5 to the disclosure of any information to the Purchaser Trustee, any Funding Source and to any prospective or actual assignee or holder of shares of the Purchaser or the Funding Source (including, without limitation, the Issuer, the Liquidity Facility Agent and the Banks), the Accounts Administrator or the Purchaser Trustee;

13.2.6 to the extent that the recipient is required to disclose the same pursuant to any requirement of law or any regulatory direction;

13.2.7 to the extent that the recipient needs to disclose the same for the exercise, protection or enforcement of any of its rights under any of the Transaction Documents or, in the case of the Purchaser Trustee, for the purpose of discharging, in such manner as it thinks fit, its duties or obligations under or in connection with the Transaction Documents, in each case, to such persons as require to be informed of such information for such purposes or, in the case of the Purchaser Trustee, in connection with transferring or purporting to transfer its rights and obligations to a successor Purchaser Trustee;

13.2.8 to the extent that the recipient needs to disclose the same to any of its employees provided that before any such disclosure each Transaction Party shall make the relevant employees aware of its obligations of confidentiality under the relevant Transaction Document and shall at all times procure compliance with such obligations by such employees;

13.2.9 to the disclosure of any information to professional advisers who receive the same under a duty of confidentiality;

13.2.10 to the disclosure of any information disclosed to a prospective successor Servicer, successor Master Servicer, successor Back-Up Servicer or successor Purchaser Trustee on the basis that the recipient will hold such information confidential upon substantially the same terms as this Paragraph;

13.2.11 to the disclosure of any information which any Rating Agency may require to be disclosed to it or its professional advisers on the basis that the recipient will hold such information confidential upon substantially the same terms as this Paragraph or to the disclosure of any information to any nationally recognized statistical rating organization where any party or a nationally recognized rating organisation providing a credit rating to it is required to provide access to any Transaction Document or such other information to another nationally recognized statistical rating organization pursuant to Rule 17g-5 of the U.S. Securities Exchange Act of 1934 (as the same may be amended from time to time) or any other analogous provision in any relevant jurisdiction provided that any disclosure made hereunder is in accordance with the provisions of the relevant law;

13.2.12 to the disclosure of any information which the Arranger may require to be disclosed to it or its professional advisers on the basis that the recipient will hold such information confidential upon substantially the same terms as this Paragraph; or

13.2.13 to any Commercial Paper Note dealer or provider of a surety bond, guaranty or other form of credit enhancement or liquidity to the Purchaser or any entity organised for the purpose of purchasing, or making loans secured by, financial assets for which the Arranger acts as the administrative agent, provided that each such person shall have undertaken to maintain the confidentiality of such information.

14. NOTICES

14.1 Communications in writing

Except as specified in any Transaction Document, any Notice:

14.1.1 shall be in writing;

14.1.2 shall be in the English language or accompanied by a translation thereof into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation thereof; and

14.1.3 shall be delivered personally or sent by first class post pre paid recorded delivery (and air mail if overseas) or by fax or by e mail to the party due to receive the Notice at its address, fax number or e mail address and marked for the attention of the person or persons set out in the Notices Details or to another address or fax number or e mail address or marked for the attention of another person or persons specified by the receiving party by not less than 7 days’ written notice to the other Transaction Parties received before the Notice was despatched.

14.2 Time of receipt

Unless there is evidence that it was received earlier, a Notice marked for the attention of the person specified in accordance with Paragraph 14.1 (Communications in writing) is deemed given:

14.2.1 if delivered personally, when left at the relevant address referred to in the Notices Details;

14.2.2 if sent by post, except air mail, two business days after posting it;

14.2.3 if sent by air mail, six business days after posting it;

14.2.4 if sent by fax, when confirmation of its transmission has been recorded by the sender’s fax machine; and

14.2.5 if sent by e mail when confirmation of its transmission has been received by the sender.

15. COUNTERPARTS

Each Transaction Document may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

16. GOVERNING LAW

If and to the extent that the Common Terms are incorporated by reference into any Transaction Document such Common Terms and all non contractual obligations arising out of or pursuant to them shall be governed by and construed in accordance with the laws governing that Transaction Document and the provision of that Transaction Document setting out the relevant jurisdiction shall apply mutatis mutandis to such Common Terms.

17. AMENDMENTS

17.1 The Purchaser may at any time by written notice to the Sellers and the Master Servicer add or remove any country from the list of “Eligible Countries” and/or “Ineligible Countries” and each of the Transaction Parties (including, for the avoidance of doubt, the Sellers and the Master Servicer) hereby agrees that upon delivery of such notice the respective list or lists shall be amended without further action on the part of any of the Transaction Parties and such amended list shall be binding on the Transaction Parties.

PART 2
PAYMENT PROVISIONS

1. CALCULATIONS AND PAYMENTS

1.1 Basis of accrual

Except as otherwise provided in any Transaction Document, any interest, commitment commission, or fees due from one Transaction Party to another under any Transaction Document shall accrue from day to day and shall be calculated on the basis of a year of the number of days referred to in the definition of Day Count Fraction (or, in any case where market practice differs, in accordance with market practice).

1.2 Currency indemnity

If any sum (a “Sum”) from a Paying Transaction Party to a Receiving Transaction Party under any Transaction Document, pursuant to any order, judgment, award or decision given or made in relation thereto, has to be converted from the currency (the “First Currency”) in which such Sum is payable into another currency (the “Second Currency”) for the purpose of:

1.2.1 making or filing a claim or proof against the Paying Transaction Party; or

1.2.2 obtaining or enforcing an order, judgment, award or decision in any court or other tribunal,

the Paying Transaction Party shall indemnify the Receiving Transaction Party from and against any loss suffered or incurred as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert such Sum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to such person at the time of receipt of such Sum.

1.3 Currency of account and payment

Unless otherwise specified in any Transaction Documents, the euro, is the currency of account and payment for each and every sum at any time due from one Transaction Party to another under the Transaction Documents, except that each payment in respect of costs and expenses in respect of a Transaction Document shall be made in the currency in which the same were incurred.

1.4 Payments to the Sellers

On each date on which any Transaction Document requires an amount to be paid by a Transaction Party to a Seller, such Transaction Party shall make the relevant amount available to such Seller by payment to a Seller Collection Account or other Seller Account of such Seller for value on the due date no later than the time specified in the relevant Transaction Document or, if no time is specified in the Transaction Document, by close of banking hours in the place of payment on the due date.

1.5 Payments to the Purchaser

On each date on which any Transaction Document requires an amount to be paid by a Transaction Party to the Purchaser, such Transaction Party shall make the relevant amount available to the Purchaser by payment to the Collection Account for value on the due date no later than the time specified in the relevant Transaction Document or, if no time is specified in the relevant Transaction Document, by close of banking hours in the place of payment on the due date.

1.6 Payments to other Transaction Parties

On each date on which any Transaction Document requires an amount to be paid by one Transaction Party to another Transaction Party (other than to any Seller or to the Purchaser), the Paying Transaction Party shall make the relevant amount available to the Receiving Transaction Party by payment to the account specified in the relevant Transaction Document for value on the due date no later than the time specified in the relevant Transaction Document or, if no time is specified in the relevant Transaction Document, by close of banking hours in the place of payment on the due date.

1.7 No set off

Except as otherwise provided in any Transaction Document, all payments required to be made by any Transaction Party under the Transaction Documents shall be calculated without reference to any set off or counterclaim and shall be made free and clear of and without any deduction for or on account of any set off or counterclaim.

1.8 Partial Payments

If and whenever a payment is made by any Transaction Party to another under any Transaction Document, the Receiving Transaction Party shall, except as otherwise provided in any Transaction Document, apply the amount received towards the obligations of the Paying Transaction Party under the relevant Transaction Document in the following order:

1.8.1 first, in or towards payment of any Liabilities which the Receiving Party is entitled to be paid under the terms of the relevant Transaction Document; and

1.8.2 secondly, in or towards payment pro rata of any other sum due but unpaid.

1.9 Variation of partial payments

The order of payments set out in Paragraph 1.8 (Partial Payments) shall override any appropriation made by any Paying Transaction Party but the order set out in sub paragraph 1.8.2 of Paragraph 1.8 may be varied if the relevant Transaction Parties so agree and for this purpose “relevant Transaction Parties” means Transaction Parties who might, in the Purchaser’s sole opinion, be affected by such variation in application.

1.10 Business Days

Except as otherwise provided in any Transaction Document any payment which is due to be made on a day that is not a Business Day shall be made on the next Business

Day in the same calendar month (if there is one) or on the preceding Business Day (if there is not).

1.11 Rectification

If any amount paid pursuant to a Transaction Document (other than by or to the Purchaser Trustee) shall be determined (after consultation in good faith between the Transaction Parties which are parties to the relevant Transaction Document) to have been incorrect, the Transaction Parties shall consult in good faith in order to agree upon an appropriate method for rectifying such error so that the amounts subsequently received and retained by all relevant Transaction Parties are those which they would have received and retained if no such error had been made.

1.12 Amounts not due to be held on trust for, or for the account of, the Purchaser

If any Seller, any Servicer, the Master Servicer or the Back-Up Servicer:

1.12.1 receives any amount which should not have been paid out of the Collection Account and which it purports to apply; or

1.12.2 purports to set off any amount owed to it by the Purchaser in or towards satisfaction of any sum owed by it under any Transaction Document other than out of amounts in the Collection Account and in strict accordance with the Priority of Payments,

such Collection shall hold the amount so received or applied on trust for, or for the account of, the Purchaser and for application in accordance with the Priority of Payments.

2. VALUE ADDED TAX

2.1 Amounts payable by a Transaction Party

2.1.1 Except as otherwise provided in a Transaction Document and subject to Paragraph 2.1.3 below, all amounts set out or expressed in a Transaction Document to be payable by one Transaction Party (the “VAT Receiving Transaction Party”) to another Transaction Party (the “VAT Supplying Transaction Party”) which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be exclusive of any VAT which is chargeable on such supply or supplies.

2.1.2 If VAT is or becomes chargeable on any supply under a Transaction Document and the reverse charge mechanism is not applicable, the VAT Receiving Transaction Party shall pay to the VAT Supplying Transaction Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (subject to Paragraph 2.1.3 below).

2.1.3 Where the Purchaser or the Purchaser Trustee is the VAT Receiving Transaction Party and the reverse charge mechanism is not applicable, all amounts set out or expressed in a Transaction Document to be payable by the Purchaser or the Purchaser Trustee to a VAT Supplying Transaction Party

which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be inclusive of any VAT which is chargeable on such supply or supplies. Accordingly, the Purchaser or the Purchaser Trustee shall be under no obligation to pay to the VAT Supplying Transaction Party an amount equal to the amount of such VAT pursuant to Paragraph 2.1.2.

2.1.4 Where the Purchaser or the Purchaser Trustee is the VAT Receiving Transaction Party and the reverse charge mechanism is applicable, the consideration for such supply as set out or expressed in a Transaction Document payable to the VAT Supplying Transaction Party shall be reduced such that the consideration for such supply and VAT attributable to such supply is equal to the amount of the consideration as set out in the relevant Transaction Document.

2.1.5 The Purchaser shall, as soon as is reasonably practical, at the end of each accounting period, pay to the Master Servicer an amount equal to any VAT refunds which the Purchaser has received from the Irish tax authorities in respect of that accounting period as a result of the operation of the reverse charge mechanism and in respect of the services covered in Paragraph 2.1.4 above. Any amount owed to the Master Servicer pursuant to this Paragraph 2.1.5 shall be reduced such that the consideration for such supply and the VAT attributable to such supply under the reverse charge mechanism is equal to the amount of the relevant refund received from the Irish tax authorities.

2.2 Consideration not (wholly) consisting of money

2.2.1 If anything done pursuant to the Transaction Documents gives rise to a supply the consideration for which does not, or does not wholly, consist of money, then

(a) where the relevant VAT Receiving Transaction Party is neither the Purchaser nor the Purchaser Trustee and the VAT reverse charge mechanism is not applicable, that VAT Receiving Transaction Party shall pay to the relevant VAT Supplying Transaction Party an amount equal to the VAT thereon; or

(b) where the relevant VAT Receiving Transaction Party is the Purchaser or the Purchaser Trustee and the VAT reverse charge mechanism is applicable, the relevant Supplying Transaction Party shall pay to the Purchaser or the Purchaser Trustee, as the case may be, an amount equal to the VAT thereon.

2.2.2 Any amount payable pursuant to Paragraph 2.2.1 above shall be paid at the latest five (5) Business Days before the relevant Transaction Party has to account for that VAT to the relevant tax authority.

2.3 VAT indemnification

Where a Transaction Document requires any Transaction Party to reimburse or indemnify another Transaction Party for any cost or expense, that Transaction Party

shall reimburse or indemnify (as the case may be) such other Transaction Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that the other Transaction Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

3. WITHHOLDING TAXES

3.1 Tax Deduction

Except as otherwise provided in any Transaction Document, each payment made by a Paying Transaction Party to a Receiving Transaction Party under any Transaction Document shall be made without any Tax Deduction, unless a Tax Deduction is required by any Requirement of Law.

3.2 Notification

If a Paying Transaction Party becomes aware that it must make a Tax Deduction in respect of any payment under any Transaction Document (or that there is any change in the rate or the basis of a Tax Deduction) it shall notify the Receiving Transaction Party accordingly.

3.3 Tax gross up

If a Tax Deduction is required by law to be made by a Paying Transaction Party (other than the Purchaser or the Issuer) the amount of the payment due from such Paying Transaction Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

3.4 Tax Credits

If a Paying Transaction Party makes a Tax Payment and a Receiving Transaction Party determines that a Tax Credit is attributable to that Tax Payment and the Receiving Transaction Party has obtained, utilised and retained that Tax Credit then the Receiving Transaction Party shall pay an amount to the Paying Transaction Party which the Receiving Transaction Party determines will leave it (after that payment) in the same after tax position as it would have been in had the Tax Payment not been required to be made by the Paying Transaction Party.

4. COSTS AND EXPENSES

4.1 Sappi Papier Holding shall pay (on behalf of each Seller, Servicer and the Master Servicer) all of the costs and expenses relating to the negotiation, preparation, execution and implementation by the Transaction Parties of each Transaction Document and of each document referred to in it and the preservation and/or enforcement of any of the rights of the Purchaser thereunder (including legal fees) together with any non-recoverable VAT thereon.

SCHEDULE 3
ELIGIBILITY CRITERIA

PART 1
ELIGIBLE RECEIVABLES

“Eligible Receivable” means a Receivable:

(a) which is originated by an Originator in the ordinary course of its business and is legally and beneficially owned by the respective Seller thereof, free and clear of any Adverse Claims or Encumbrances and the relevant Seller has good and marketable title to such Receivable;

(b) the Originator of which is not Insolvent;

(i) has been entered into in the ordinary course of the Originator’s business;

(ii) is legal, valid and binding for the parties thereto and is in compliance with all applicable laws;

(iii) is governed by and subject to the laws of the relevant Asset Jurisdiction;

(iv) except in the case of the US Originator, is entered into on the terms of the Standard Terms & Conditions without any modification or variation thereto and in respect of which nothing is done at the time of the conclusion of such Contract or subsequently to add to, lessen, modify, waive or otherwise vary the express provisions of the Contract in any respect;

(v) is one in respect of which the relevant Seller has not acquiesced in any breach;

(vi) does not contain provisions under which the Account Debtor may require any variation to the terms of such Contract;

(vii) was capable of execution by the relevant Originator and is capable of performance by the relevant Seller without the consent of any other party or any filing, recording, enrolment, consent, licence, approval or authorisation of any Governmental Authority;

(viii) contains no confidentiality clause which could impair the exercise of the rights of the Purchaser, its authorised representatives or assignees, if any, arising from the assignment of such Receivable, and, in particular, their right to disclose any information as may be required for the enforcement of such Receivable;

(d) which is (i) a claim for the payment of money owed by an Eligible Account Debtor and evidenced by a legal and valid invoice which will be sufficient to

prove a claim against the respective Account Debtor in the relevant courts and which shows the amount of VAT applied if any, and (ii) validly existing and constitutes a legal, valid, binding, enforceable and irrevocable payment obligation on an Eligible Account Debtor;

(e) the Unpaid Balance of which remains a debt, has not been paid and has not been discharged by set-off or otherwise;

(f) which is (i) governed by the laws of the Originator thereof and (ii) created in compliance with the Credit and Collection Policy;

(g) which is denominated in a Purchaser Currency or an Eligible Functional Currency applicable to the Seller thereof;

(h) which has a maximum term of one hundred and thirty one (131) days from the date of the invoice, if sold (or purported to be sold) by the Austrian USD Seller, the Belgian Seller or the German USD Seller or has a maximum term of seventy (70) days from the date of the invoice, if sold (or purported to be sold) by the US Seller;

(i) which is not (i) a Defaulted Receivable, (ii) Delinquent Receivable, (iii) a Disputed Receivable or (iv) subject to any dispute, right of set off or netting, counterclaim, defence, claim rescission or revocation existing or pending against the Seller or Originator thereof and the payment obligation with regard to such Receivable is not reduced (other than by payment);

(j) which is not interest bearing (other than in respect of late payment charges);

(k) which arises from the sale and delivery of specified goods or services, represents the purchase price of such goods or services and in relation to which all delivery and service obligations under or in connection with such Receivable or otherwise under the relevant Contract have been fully performed by the relevant Originator, and the relevant Eligible Account Debtor is not in breach of the terms and conditions of such Receivable or the related Contract;

(l) which has not been selected from all Receivables owned by the relevant Seller in a manner that is materially adverse to the Purchaser;

(m) the sale of which to the Purchaser would not cause the weighted average remaining term of all Purchased Receivables (other than Delinquent Receivables or Defaulted Receivables) to exceed sixty (60) days;

(n) in the case of a German law governed Receivable, in respect of which the Account Debtor has been correctly notified of his revocation right (Widerrufsrecht) as specified in section 312 b et seq. or, if applicable, section 495, 355 of the German Civil Code (Bürgerliches Gesetzbuch);

(o) which can be freely sold and transferred by way of assignment under the laws of the relevant Asset Jurisdiction applicable to the Seller thereof, without consent of or notice to the Account Debtor and there are no legal, contractual

or other restrictions or limitations on the sale, assignment, transfer or novation, or disclosure of information with respect to such Receivable;

(p) which is identifiable by its Unpaid Balance, the Account Debtor name and address, and its term, the details of which are saved in the computer system of the relevant Seller and the Master Servicer at any time;

(q) which can be easily segregated and identified for ownership on any day;

(r) in the case of an extended retention of title or similar arrangement, the Seller of such Receivable is entitled under the provisions of the respective agreement contemplating such extended retention of arrangement to sell and transfer such Receivable to the Purchaser (or in the case of the US Seller, S.D. Xxxxxx) as:

(i) the relevant Seller is authorised by the relevant supplier or applicable law to collect such Receivable and this authorisation has not been revoked or has otherwise been terminated;

(ii) the relevant Seller has the right to freely dispose of the Purchase Price payable by the Purchaser under the relevant Receivables Purchase Agreement, there are no third-party rights to such Purchase Price and the account to which such Purchase Price is paid does not have a negative balance;

(iii) the Seller or the Originator, has duly paid any amounts outstanding to the relevant supplier;

(iv) in relation to retention of title arrangements which are subject to any laws other than German law, the relevant conditions are fulfilled which permit the assignment of the relevant Receivables to the Purchaser before such Receivables are offered to the Purchaser; and

(v) the Purchase Price payable for such Receivable is materially higher than the portion belonging to and to be paid to the relevant supplier by the Seller or Originator thereof;

(s) which does not originate from the resale of products which had been acquired by the Belgian Seller subject to a reservation of title, unless the reservation of title has lapsed due to the payment of the original acquisition price;

(t) the relevant Originator of such Receivable had title to the underlying goods, free and clear of any Encumbrances, prior to their sale to the Account Debtor;

(u) in the case of any Receivable originated by the US Originator, constitutes an “account” or a “payment intangible” within the meaning of such terms under the UCC;

(v) the acquisition of which will not result in the Programme Limit being exceeded;

(w) the Account Debtor of such Receivable is not on the then current list of Specially Designated Nationals published by the United States Office of Foreign Assets Control;

(x) which complies with the requirements of the Credit and Collection Policy;

(y) in relation to which the Account Debtor of such Receivable and relevant Seller and/or the relevant Originator have not entered into a current account agreement in which such Receivable is included (it being noted that Receivables originated by the US Originator are not otherwise subject to current account agreements);

(z) which, if it is not denominated in a Purchaser Currency, the payment of the Purchase Price therefor by the Purchaser in a Purchaser Currency shall constitute a valid discharge for the Purchaser’s obligation to pay the Purchase Price for such Receivable and the Purchaser shall obtain valid and unencumbered title to such Receivable;

(aa) which is payable without any Tax Deduction and in relation to which no stamp, registration or similar tax is required to be paid;

(bb) the acquisition of which will not result in any of the Portfolio Limits being exceeded;

(cc) which is not encumbered by a real estate lien (privilege immobilier / onroerend voorrecht);

(dd) the Records for which do not contain or include consumer data, “personal data” (for the purposes of the Belgian privacy law of 8 December 1992) or “sensible Daten” (for the purposes of the Federal Act Concerning the Protection of Personal Data (DSG 2000)) and “Geheimnisse” (for the purposes of Sec. 38 of the Austrian Banking Act);

(ee) which has not been acquired by a Seller, or by any earlier owner thereof, including the Originator, as part of an acquisition of a business or of another set of assets falling under Article 442bis of the Income Tax Code 1992 of the Kingdom of Belgium or any other applicable tax laws;

(ff) which does not represent claims in connection with the execution by the relevant Originator of a contract which is partly subcontracted to a third party unless the full amount of Receivable is payable to the relevant Originator (including the portion due to the third party subcontractor), the relevant Originator is solely responsible for the payment of the amount due to the third party subcontractor and the third party subcontractor has no recourse or claim against the related Account Debtor, the related Receivable or the proceeds thereof;

(gg) which does not arise under or in relation to a contract which constitutes hire, leasing, hire-purchase or contract hire transactions; and

(hh) if it is a Factored Receivable, in addition to satisfying the eligibility criteria referred to in paragraphs (a) to (gg) above, the relevant Factoring Agreement

relating to such Receivable constitutes the legal, valid, binding and enforceable obligations of the parties thereto and the sale and assignment of such Receivable pursuant to such Factoring Agreement has been effected without recourse to the relevant Originator and such Receivable will not be included as an asset of the relevant Originator upon its Insolvency;

PART 2
ELIGIBLE ACCOUNT DEBTORS

“Eligible Account Debtor” means any Account Debtor that:

(a) is not a governmental entity, governmental subdivision or affiliated with any government and is not subject to public procurement requirements;

(b) has not been in bankruptcy or in a restructuring governed by court within the last 5 years;

(c) is not affiliated with any Originator, any Seller, any Servicer, the Master Servicer, the Performance Guarantor or any other member of the Group;

(d) is not an Account Debtor of any Defaulted Receivable (other than any Disputed Receivable) of any Seller (or in the case of the US Seller, S.D. Xxxxxx);

(e) for any Receivable originated by S.D. Xxxxxx, resides (a) in one of the 50 states of the United States of America or the District of Columbia (for the avoidance of doubt, any debtors residing in an unincorporated US territory are not deemed eligible), or (b) in Canada;

(f) for any Receivable originated by the Austrian EUR Seller, the Austrian USD Seller, the Belgian Seller, the German EUR Seller or the German USD Seller, resides in (a) an EU Country, (b) an OECD Country or (c) a Non-OECD Country, each such country being an Eligible Country;

(g) is not a natural person or a sole trader or a partnership with any natural person as a partner;

(h) is not entitled to claim a right of plea, retention, contest and/or set off;

(i) is not Insolvent;

(j) is located in an Eligible Country;

(k) is located at the address set out in the relevant invoice and that address is in an Eligible Country;

(l) is either a direct or indirect customer of the relevant Seller (or in the case of the US Seller, S.D. Xxxxxx); and

(m) met the criteria in the Credit and Collection Policy in force at the time such Receivables were originated by the relevant Originator.

PART 3
ELIGIBLE COUNTRIES

“Eligible Country” means the following countries and, for each Receivables Purchase Agreement and corresponding Servicing Agreement, any other country reasonably required by the Master Servicer to be an eligible country where agreed between the Purchaser and the Master Servicer:

No	Country	Region	SAP Code
1	Canada	US	CA
2	United States	US	US
3	Australia	OECD	XX
0	Xxxxx Xxxxxxxx	OECD	CZ
5	Denmark	OECD	DK
6	Hungary	OECD	HU
7	Iceland	OECD	IS
8	Israel	OECD	IL
9	Japan	OECD	JP
10	Mexico	OECD	MX
11	New Zealand	OECD	NZ
12	Sweden	OECD	SE
00	Xxxxxx	XXXX	XX
00	Xxxxxxxx Xxxxx	Xxx-XXXX	AS
15	Andorra	Non-OECD	AD
16	Xxxxxxxx	Xxx-XXXX	XX
00	Xxxxxxxxx	Non-OECD	AR
18	Aruba	Non-OECD	AW
19	Bahamas	Non-OECD	BS
00	Xxxxxxxx	Xxx-XXXX	XX
00	Xxxxxxx	Xxx-XXXX	BM
22	Xxxxxx	Xxx-XXXX	XX
00	Xxxxxxxx	Xxx-XXXX	XX
24	Cayman Islands	Non-OECD	KY
00	Xxxxx	Xxx-XXXX	XX
00	Xxxxxxxx	Xxx-XXXX	CO
27	Costa Rica	Xxx-XXXX	XX
00	Xxxxxxx	Xxx-XXXX	XX
00	French Guiana	Non-OECD	XX
00	Xxxx	Xxx-XXXX	XX
00	Xxxx Xxxx	Xxx-XXXX	HK

32	India	Non-OECD	IN
33	Kenya	Xxx-XXXX	XX
00	Xxxxxx	Xxx-XXXX	LV
35	Liechtenstein	Non-OECD	LI
36	Lithuania	Non-OECD	LT
37	Malaysia	Non-OECD	MY
38	Maldives	Non-OECD	MV
39	Martinique	Non-OECD	MQ
00	Xxxxxxxxx	Xxx-XXXX	XX
00	Xxxxxxxxxxx Xxxxxxxx	Xxx-XXXX	AN
42	Peru	Non-OECD	XX
00	Xxxxxx Xxxx	Xxx-XXXX	XX
00	Qatar	Non-OECD	QA
45	Reunion	Non-OECD	RE
46	Romania	Non-OECD	RO
47	Russia	Non-OECD	RU
48	Saudi Arabia	Non-OECD	SA
49	Serbia	Non-OECD	CS
50	Seychelles	Non-OECD	SC
51	Singapore	Non-OECD	XX
00	Xxxxx Xxxxxx	Xxx-XXXX	XX
53	South Korea	Non-OECD	KR
00	Xx. Xxxxx xxx Xxxxx	Xxx-XXXX	KN
55	St. Lucia	Non-OECD	LC
56	St. Xxxxxxx and the Grenadines	Non-OECD	VC
57	Xxxxxx	Xxx-XXXX	XX
00	Xxxxxxxx	Xxx-XXXX	XX
00	Xxxxxxx	Non-OECD	UA
60	United Arab Emirates	Xxx-XXXX	XX
00	Xxxxxxx	Xxx-XXXX	UY
62	US Virgin Islands	Non-OECD	VI
63	Austria	Europe	AT
64	Belgium	Europe	BE
65	Cyprus	Europe	CY
66	Estonia	Europe	EE
67	Finland	Europe	FI
68	France	Europe	FR
69	Germany	Xxxxxx	XX
00	Xxxxxx	Xxxxxx	XX
00	Xxxxxxx	Europe	IE
72	Italy	Europe	IT
73	Luxembourg	Europe	LU
74	Malta	Europe	MT
75	Netherlands	Europe	NL
76	Norway	Europe	XX
00	Xxxxxx	Xxxxxx	XX
00	Xxxxxxxx	Europe	XX

00	Xxxxxxxx	Europe	SK
80	Slovenia	Europe	SI
81	Spain	Europe	ES
00	Xxxxxxxxxxx	Xxxxxx	XX
00	Xxxxxx Xxxxxxx	Europe	GB

PART 4
INELIGIBLE COUNTRIES

“Ineligible Country” means the following countries and, for each Receivables Purchase Agreement and corresponding Servicing Agreement, any other country reasonably required by the Purchaser to be an ineligible country where agreed between the Purchaser and the Master Servicer:

Xx	Xxxxxxx	Xx	Xxxxxxx
0	Xxxxxxxxxxx	00	Xxxxxx
0	Xxxxxxx	62	Kuwait
3	Xxxxxxx	00	Xxxxxxxxxx
0	Xxxxxx	00	Xxxx
0	Antigua and Barbuda	65	Lebanon
6	Armenia	66	Lesotho
7	Azerbaijan	67	Liberia
8	Bahrain	68	Libya
9	Bangladesh	69	Macau
10	Belarus	70	Madagascar
11	Belize	71	Malawi
12	Xxxxx	00	Xxxx
00	Xxxxxx	00	Xxxxxxxxxx
00	Bolivia	74	Micronesia
15	Bosnia and Xxxxxxxxxxx	00	Xxxxxxx
16	Botswana	76	Mongolia
17	Brazil	77	Montenegro
18	Burkina Faso	78	Morocco
19	Burundi	79	Mozambique
20	Cambodia	80	Myanmar
21	Cameroon	81	Namibia
22	Cape Verde	82	Nepal
23	Central African Republic	83	Xxxxxxxxx
00	Xxxx	00	Xxxxx
00	Xxxxx	85	Nigeria
26	Comoros	86	North Korea
27	Congo	87	Oman
28	Côte d’Ivoire	88	Pakistan
29	Cuba	89	Palestinian Xxxxxxxxx
00	Xxxxxxxxxx Xxxxxxxx of Congo	90	Panama
31	Djibouti	91	Papua New Guinea
32	Dominica	92	Xxxxxxxx
00	Xxxxxxxxx Xxxxxxxx	93	Philippines

34	East Timor	94	Rwanda
35	Xxxxxxx	00	Xxxxx
00	Xxxxx	96	Sao Tome and Principe
37	El Salvador	97	Sierra Leone
38	Equatorial Guinea	98	Solomon Islands
39	Eritrea	00	Xxxxxxx
00	Xxxxxxxx	000	Xxx Xxxxx
41	Fiji	101	Sudan
42	FYR Macedonia	102	Suriname
43	Gabon	103	Xxxxxxxxx
00	Xxxxxx	104	Syria
45	Georgia	105	Xxxxxxxxxx
00	Xxxxx	000	Xxxxxxxx
47	Grenada	107	Togo
48	Guatemala	108	Tonga
49	Guinea	109	Trinidad and Tobago
50	Guinea-Bissau	110	Tunisia
51	Guyana	111	Turkmenistan
52	Haiti	112	Tuvalu
53	Honduras	113	Uganda
54	Indonesia	114	Uzbekistan
55	Iran	115	Vanuatu
56	Iraq	116	Venezuela
00	Xxxxxxx	000	Xxxxxxx
58	Jordan	118	Yemen
59	Xxxxxxxxxx	000	Xxxxxx
60	Kiribati	120	Zimbabwe

and any other country not either listed as an Eligible Country or agreed to be an Eligible Country between the Purchaser and the Master Servicer.

PART 5
PORTFOLIO LIMITS

“Portfolio Limits” means, at any time, the applicable concentration limits as follows (applied on an iterative basis and without duplications):

(a) the Aggregate Unpaid Balance of Purchased Receivables related to any one Account Debtor at such time shall not exceed 2.0 % of the Aggregate Unpaid Balance of all Purchased Receivables;

(b) subject to clause (k) below, the Aggregate Unpaid Balance of Purchased Receivables related to any one Debtor Group at such time shall not exceed 3.0% of the Aggregate Unpaid Balance of all Purchased Receivables;

(c) the Aggregate Unpaid Balance of Purchased Receivables related to all Account Debtors in all Non-OECD Countries at such time shall not exceed 15.0% of the Aggregate Unpaid Balance of all Purchased Receivables;

(d) the Aggregate Unpaid Balance of Purchased Receivables related to all Account Debtors located in any one EU Country (other than Germany) at such time shall not exceed 15.0% of the Aggregate Unpaid Balance of all Purchased Receivables;

(e) the Aggregate Unpaid Balance of Purchased Receivables related to all Account Debtors located in Germany at such time shall not exceed 25.0% of the Aggregate Unpaid Balance of all Purchased Receivables;

(f) the Aggregate Unpaid Balance of Purchased Receivables related to all Account Debtors located in any one OECD Country at such time shall not exceed 3.5% of the Aggregate Unpaid Balance of all Purchased Receivables, provided that, if so requested by the Purchaser, a legal opinion with respect to the enforceability of Receivables in such jurisdiction satisfactory to the Purchaser has been obtained;

(g) the Aggregate Unpaid Balance of Purchased Receivables related to all Account Debtors located in any one Non-OECD Country at such time shall not exceed 2.0% of the Aggregate Unpaid Balance of all Purchased Receivables, provided that Russia shall be excluded from this calculation and provided that a legal opinion with respect to the enforceability of Receivables in such jurisdictions satisfactory to the Purchaser has been obtained;

(h) the Aggregate Unpaid Balance of Purchased Receivables related to all Account Debtors located in Russia at such time shall not exceed 3.5% of the Aggregate Unpaid Balance of all Purchased Receivables, provided that a legal opinion with respect to the enforceability of Receivables in Russia satisfactory to the Purchaser has been obtained;

(i) the Aggregate Unpaid Balance of Purchased Receivables that were sold based on their respective Historical Exchange Rate at such time shall not exceed 15.0% of the Aggregate Unpaid Balance of all Purchased Receivables;

(j) the Aggregate Unpaid Balance of Purchased Receivables related to all Account Debtors located in the United States of America and Canada at such time shall not exceed 25% of the Aggregate Unpaid Balance of all Purchased Receivables; and

(k) the Aggregate Unpaid Balance of Purchased Receivables of the three largest Debtor Groups at such time shall not exceed 16.0 % of the Aggregate Unpaid Balance of all Purchased Receivables; as long as (i) such Purchased Receivables are credit insured with a credit insurance provider rated with a short term rating of at least “A-1” by S&P and “P1” by Xxxxx’x or an equivalent long-term rating and (ii) the Purchaser is an extended party to such credit insurance.

SCHEDULE 4

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller represents and warrants the following in the relevant Receivables Purchase Agreement:

1. Corporate Matters

(a) such Seller is duly organised, and validly existing under the laws of the relevant Seller Jurisdiction;

(b) such Seller has all licences, authorisations, consents, approvals and other governmental authorisations that are necessary to conduct its business in each jurisdiction in which its business is conducted, except to the extent that the failure to have them does not have a Material Adverse Effect on the Purchaser;

2. Transaction Documents

(a) the execution, delivery and performance by the relevant Seller of the Transaction Documents to which it is expressed to be a party and the transactions contemplated herein and therein are within its corporate powers, have been duly authorised by all necessary corporate action, require no action by or in respect of, or filing, recording or enrolling with, any governmental body, agency, court official or other authority (and all fees and dues in respect of such filing, recording, enrolling or other action have been paid), and do not contravene, or constitute a default under, any provision of applicable law, rule or regulation, by laws or other constitutive document (including its articles of association agreement or limited liability company agreement (as applicable), each as amended from time to time) or any agreement, judgment, injunction, order, decree or other instrument binding upon it or result in the creation or imposition of any Encumbrances or Adverse Claims on its assets;

(b) each of the Transaction Documents to which such Seller is expressed to be a party and each sale of Receivables pursuant to the relevant Receivables Purchase Agreement constitutes legal, valid and binding obligations enforceable against it in accordance with the terms of such agreements;

(c) such Seller is entering into the Transaction Documents to which it is expressed to be a party acting on its own behalf (but, for the avoidance of doubt, not as an agent or trustee) and in good faith;

3. Accuracy of Information

(a) all information made available to the Purchaser for the purpose of the relevant Receivables Purchase Agreement, including, without limitation, the information on the Receivables sold hereunder contained in each Offer, each Offer File, the records and documents submitted, the latest financial statements and the information contained in the notes to such financial statements, each Daily Report, each Monthly Report and any reports or files provided at the request of the Purchaser relating to the Receivables and the

Purchased Receivables is correct, accurate and complete on the date such information is provided;

4. Receivables

(a) all Receivables which are the subject of an Offer are Eligible Receivables on the respective Offer Date, the Purchase Date and the Funding Date thereof;

5. Insolvency

(a) such Seller is not nor would it be, as a consequence of doing any act or thing contemplated under any Transaction Document, Insolvent;

(b) with the exception of the US Seller, the registered office of such Seller and “centre of main interest” (within the meaning of European Council Regulation No. 1346/2000 on Insolvency Proceedings) is in the relevant Seller Jurisdiction;

(c) in respect of the Transaction Documents to which such Seller is a party and each of the transactions contemplated in, referred to in, provided for or effected by such Transaction Documents, such Seller:

(i) has entered into or will enter into the same in good faith and for the purpose of carrying on its business;

(ii) has and will have reasonable grounds for believing that the same will benefit it;

(iii) has not entered into or will enter into the same if the entering into the same would prejudice any of its creditors; and

(iv) is not and will not be in a breach of a negative pledge (which would have a negative impact on the Purchaser, the Receivables purchased by the Purchaser or the Related Rights) if entering into the Transaction Documents;

(d) none of the transactions contemplated in the Transaction Documents will infringe the terms of, or constitute a default under, any agreement or instrument or obligation to which it is a party or by which any of its property, undertaking, assets or revenues are bound (which would have a negative impact on the Purchaser, the Purchased Receivables or the Related Rights);

6. Offer

Where such Seller makes an offer to the Purchaser under the relevant Receivables Purchase Agreement:

(a) each such Offer will be made and submitted to the Purchaser by a person who is duly authorised by such Seller or the Master Servicer on its behalf to make and submit such Offers to the Purchaser;

(b) as at the date of each Offer, all information provided to the Offer Agent in respect of such Offer is true and correct;

7. Others

(a) since the date of the last financial statements or half-year report of such Seller no Material Adverse Effect in its financial situation has occurred;

(b) there are no litigation or arbitration proceedings pending or to its knowledge threatened against such Seller or against any of its affiliates which could reasonably be expected to have a Material Adverse Effect on such Seller;

(c) all Records and documents relating to the Receivables sold hereunder are kept in the office of such Seller or its agents (including the IT Services Provider);

(d) the Purchaser has been notified of such Seller’s Collection Accounts (if applicable), the MS Final Collection Accounts and all other bank accounts to which the Account Debtors make payments on the Purchased Receivables;

(e) such Seller is not obliged to pay any withholding tax on the Collections received on the Receivables or to make any deductions or withholdings;

(f) no value added tax, stamp tax or stamp duty or similar tax or duty is payable upon the execution or enforcement of the relevant Receivables Purchase Agreement, the sale and assignment of Receivables to the Purchaser under the relevant Receivables Purchase Agreement or the enforcement of the relevant Receivables Purchase Agreement or any Purchased Receivable or Related Right or any other transaction contemplated herein or in any other Transaction Document to which such Seller is expressed to be a party;

(g) each sale of Receivables will be properly identified as such in the systems of:

(i) such Seller; and

(ii) the relevant Servicer and/or the IT Services Provider,

such that the Seller is in a position (A) to identify each Purchased Receivable at all times and (B) to retrace the origin of, and the Applicable Exchange Rate applied to, all Collections to each Purchased Receivable; and

(h) such Seller has not created any floating charge or Encumbrance over its business which affects the Receivables.

SCHEDULE 5

REPRESENTATIONS AND WARRANTIES OF THE SERVICERS, THE MASTER

SERVICER, THE BACK-UP SERVICER AND THE IT SERVICES PROVIDER

PART 1

REPRESENTATIONS OF THE SERVICERS AND THE MASTER SERVICER

Each Servicer and Master Servicer represents and warrants the following in the relevant Servicing Agreement:

1. Corporate Matters

(a) such Servicer or Master Servicer (as applicable) is duly organised, and validly existing under the laws of the relevant Servicer Jurisdiction;

(b) such Servicer or Master Servicer (as applicable) has all licences, authorisations, consents, approvals and other governmental authorisations that are necessary to conduct its business in each jurisdiction in which its business is conducted, except to the extent that the failure to have them does not have a Material Adverse Effect on the Purchaser;

2. Transaction Documents

(a) the execution, delivery and performance by the relevant Servicer or Master Servicer of the Transaction Documents to which it is expressed to be a party and the transactions contemplated herein and therein are within its corporate powers, have been duly authorised by all necessary corporate action, require no action by or in respect of, or filing, recording or enrolling with, any governmental body, agency, court official or other authority (and all fees and dues in respect of such filing, recording, enrolling or other action have been paid), and do not contravene, or constitute a default under, any provision of applicable law, rule or regulation, by laws or other constitutive document (including its articles of association agreement or limited liability company agreement (as applicable), each as amended from time to time) or any agreement, judgment, injunction, order, decree or other instrument binding upon it or result in the creation or imposition of any Encumbrances or Adverse Claims on its assets;

(b) each of the Transaction Documents to which such Servicer or Master Servicer (as applicable) is expressed to be a party constitutes legal, valid and binding obligations enforceable against it in accordance with the terms of such agreements;

(c) such Servicer or Master Servicer (as applicable) is entering into the Transaction Documents to which it is expressed to be a party acting on its own behalf (but, for the avoidance of doubt, not as an agent or trustee) and in good faith;

3. Accuracy of Information

(a) all information made available by the Servicer or Master Servicer (as applicable) to the Purchaser for the purposes of the relevant Servicing

Agreement and, in the case of the Master Servicer, the Back-Up Servicing Agreement, including, without limitation, the information on the Receivables sold under each relevant Receivables Purchase Agreement contained in each Offer, each Offer File, the records and documents submitted, each Daily Report, each Monthly Report and any reports or files provided at the request of the Purchaser relating to the Receivables and the Purchased Receivables, and, in the case of the Master Servicer only, the latest financial statements and the information contained in the notes to such financial statements is correct, accurate and complete on the date such information is provided;

4. Insolvency

(a) such Servicer or Master Servicer (as applicable) is not nor would it be, as a consequence of doing any act or thing contemplated under any Transaction Document, Insolvent;

(b) with the exception of the US Servicers, the registered office of such Servicer or Master Servicer (as applicable) and “centre of main interest” (within the meaning of European Council Regulation No. 1346/2000 on Insolvency Proceedings) is in the relevant Servicer Jurisdiction;

(c) in respect of the Transaction Documents to which such Servicer or Master Servicer (as applicable) is a party and each of the transactions contemplated in, referred to in, provided for or effected by such Transaction Documents, such Servicer or Master Servicer:

(i) has entered into or will enter into the same in good faith and for the purpose of carrying on its business;

(ii) has and will have reasonable grounds for believing that the same will benefit it;

(iii) has not entered into or will enter into the same if the entering into the same would prejudice any of its creditors; and

5. Others

(a) to the knowledge of such Servicer or Master Servicer (as applicable), there are no litigation or arbitration proceedings pending or threatened against such Servicer or Master Servicer or against any of its affiliates which could have a

Material Adverse Effect on the economic and financial situation of such Servicer or Master Servicer; and

(b) each sale of Receivables will be properly identified as such in the systems of such Servicer, the Master Servicer or the IT Services Provider, such that the Servicer is in a position (i) to identify at all times each Purchased Receivable and (ii) to retrace the origin of, and the Applicable Exchange Rate applied to, all Collections to each Purchased Receivable.

PART 2

REPRESENTATIONS OF THE BACK-UP SERVICER

The representations and warranties of the Back-Up Servicer are set out in the Back-Up Servicing Agreement.

PART 3

REPRESENTATIONS OF THE IT SERVICES PROVIDER

The representations and warranties of the IT Services Provider are set out in the IT Services Agreement.

SCHEDULE 6

COVENANTS OF THE SELLERS

Each Seller covenants and undertakes the following to the Purchaser in the relevant Receivables Purchase Agreement:

(a) such Seller shall punctually and fully comply with its covenants and material obligations under the Contracts underlying the Receivables assigned hereunder. Any expenses incurred in connection therewith shall be borne by such Seller. By purchasing the Receivables the Purchaser shall assume no obligation or liability towards the Account Debtors;

(b) upon reasonable request by the Purchaser, such Seller shall promptly make available to the Purchaser and, at the Purchaser’s election, an auditor of internationally recognised standing (i) any information and any documents in its possession relating to the Purchased Receivables and the Related Rights, (ii) all information and documentation necessary to fully evaluate such Seller’s financial situation and (iii) any information and any documents held by such Seller which the Purchaser may require in order to perform its due diligence on such Seller, and such Seller shall cooperate fully with any Servicer or Master Servicer (as applicable) to provide such information and any such documents to the Purchaser. Such Seller shall at all times during regular business hours permit the Purchaser or its agents to visit its offices and properties and to inspect all records and documents relating to the Receivables sold hereunder and to the Related Rights, including internal documentary evidence and data processing systems, and to make copies and abstracts. In addition, such Seller shall permit the Purchaser to discuss matters relating to the assigned Receivables with the management, the employees and the accountants of such Seller;

(c) such Seller shall safekeep and make available to the Purchaser at its principal place of business originals of all Contracts, agreements, delivery notes, lists of balances and other material relating to the Receivables, employing the care of a prudent businessman;

(d) such Seller shall deliver to the Purchaser promptly upon request in accordance with the relevant Receivables Purchase Agreement duly signed Account Debtor Notifications for any Receivables which have been sold and assigned, but not yet collected;

(e) such Seller shall not contribute to the creation of counterclaims of the Account Debtor against the Purchased Receivables;

(f) such Seller shall promptly inform the Purchaser on any imminent execution measures undertaken by third parties with respect to the Purchased Receivables and/or Related Rights. Additionally, upon the occurrence of such measures, such Seller shall deliver to the Purchaser at its request all documents and records necessary for the legal enforcement of its claims and reimburse the Purchaser for all expenses incurred in connection with such legal enforcement. At the request of the Purchaser and to the extent permitted by law such Seller shall enforce the claims of the Purchaser against the

Account Debtor before any court (and shall procure, if necessary, that the Originator joins the relevant Seller in any legal proceedings against Account Debtors);

(g) such Seller shall use best efforts to protect the rights of the Purchaser in the Receivables sold hereunder. In particular, such Seller shall execute deeds and documents and take any other action necessary to protect, give evidence of and create the rights of the Purchaser in the Receivables, the Related Rights and the Collections;

(h) such Seller shall, without request, promptly make available to the Purchaser all information which it has at its disposal on any Account Debtor of Purchased Receivables with an aggregate Unpaid Balance of EUR 100,000 or more, if such Seller would, on the grounds of such information, have reason to believe that such Account Debtor is at imminent risk of Insolvency;

(i) such Seller shall make available to the Purchaser, at the Purchaser’s reasonable request and during normal business hours, all information and documentation necessary to fully evaluate such Seller’s financial situation;

(j) such Seller shall maintain a system of accounting established and administered in accordance with generally accepted accounting principles of the relevant Seller Jurisdiction and furnish to the Purchaser any financial report or other information reasonably requested by the Purchaser within 10 Business Days of notification of such request;

(k) upon request of the Purchaser, such Seller shall provide the Purchaser with a Solvency Certificate, i.e. a certificate certifying that no material adverse change has occurred with respect to the financial and business situation of such Seller;

(l) such Seller shall report without request of the Purchaser any extraordinary events other than any Force Majeure Event which would reasonably be expected to have a Material Adverse Effect its financial situation immediately upon the occurrence of such events;

(m) during the Term such Seller shall ensure that its business and procure that the business of the Group, taken as a whole, remains the Paper Business;

(n) such Seller shall have fulfilled or shall fulfill all VAT payment obligations with respect to each Receivable sold;

(o) such Seller shall notify the Purchaser in writing of any of the following events immediately upon learning of the occurrence thereof, describe the same and, if applicable, the measures being taken with respect thereto: the occurrence of an Automatic Termination Event or a Potential Automatic Termination Event, if it pertains to itself (and not to another Seller), by a statement of the corporate controller or chief financial officer;

(p) such Seller shall notify the Purchaser of the occurrence of a Termination Event or Potential Termination Event or Stop Purchase Event or Potential Stop Purchase Event as soon as it becomes aware of such event;

(q) such Seller shall not change its name, identity or corporate structure or relocate its principal office or any office where books are kept, or in the case of the US Seller, any other change which would change the “location” of the US Seller (within the meaning of Section 9-307 of the UCC) or which could render any UCC financing statement filed in connection with this Agreement “seriously misleading” as such term is used in the UCC, unless it shall have given the Purchaser at least forty five (45) days prior written notice thereof;

(r) such Seller shall not transfer by way of assignment, novation or otherwise or pledge or grant any Related Right in or over any of the Receivables or any additional rights relating thereto to any party other than to the Purchaser;

(s) such Seller shall:

(i) notify the Purchaser of any attachment by its creditors to any Receivables which may lead to payments in relation to any Receivable being made directly to any of such Seller’s creditors or, in the case of the US Seller, any claim filed under the UCC or purported attachment by the US Seller’s creditors, or of any claim filed under the UCC or purported attachment by the creditors of the US Originator to the extent the US Seller has knowledge of such claim or attachment, with respect to any Receivables;

(ii) not give any instructions to any Account Debtor to make any payments in relation to any Receivable to any of such Seller’s creditors (and, in the case of the US Seller, the US Originator’s creditors);

(iii) indemnify the Purchaser against any reduction in the obligations owed by the Account Debtors to the Purchaser due to such payments to creditors of such Seller;

(t) such Seller shall procure that the Offer Agent shall deliver, an Offer File to the Purchaser on the date of each Offer;

(u) such Seller shall procure that the Master Servicer shall deliver, a Daily Report to the Purchaser on a daily basis;

(v) such Seller shall, upon the occurrence of a Downgrade Event, immediately pay an amount equal to the Cash Reserve to the Purchaser;

(w) such Seller shall maintain an internal foreign exchange currency hedging mechanism which is reasonably satisfactory to the Purchaser and notify the Purchaser of any material changes thereto;

(x) such Seller shall procure that the Master Servicer shall transfer all Collections relating to the Receivables assigned to the Purchaser to the relevant Transfer Account (if applicable) or the USD or EUR Collection Account (as applicable, in accordance with the Purchaser Currency under the relevant Receivables

Purchase Agreement) in accordance with the relevant Receivables Purchase Agreement;

(y) such Seller shall notify the Master Servicer as soon as reasonably practicable following any change to the Account Details relevant to such Seller;

(z) in the event that during the Term of the Transaction a material net economic interest is required to be retained in accordance with Article 122a of Directive 2006/48/EC in the European Union or any similar requirements are imposed in any jurisdiction, such Seller shall, within five (5) Business Days from (and including) the delivery of written notice from the Purchaser, commence negotiations in good faith with the Purchaser to implement such requirement for the purposes of the Transaction;

(aa) such Seller shall do all things necessary to remain duly organised, validly existing and in good standing under the laws of the relevant Seller Jurisdiction and maintain all requisite authority to conduct its business in the relevant Seller Jurisdiction;

(bb) such Seller shall comply in all respects which could be regarded as material in the context of the transactions contemplated by the relevant Receivables Purchase Agreement, with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject;

(cc) during the Revolving Period, except as otherwise provided herein or unless the Purchaser otherwise consents in writing, such Seller shall not sell, assign or otherwise dispose of, or create or suffer to exist any Adverse Claim or Encumbrance upon or with respect to any Purchased Receivable, related Contract or Related Rights, or assign any right to receive income in respect thereof or attempt, purport or agree to do any of the foregoing to the extent that it conflicts with the terms the relevant Receivables Purchase Agreement or the transactions contemplated thereby;

(dd) if any Repossessable Goods are repossessed by, or returned to an Originator or a Seller, the relevant Seller shall, or shall procure that the relevant Originator, shall attempt to sell such Repossessable Goods in accordance with the Credit and Collection Policy;

(ee) insofar as any payments of Collections in respect of any Purchased Receivables are made by cheque, xxxx of exchange or promissory note by or on behalf of any Account Debtor, such Seller shall:

(i) to the extent possible, ensure that such cheque, xxxx of exchange or promissory note is drawn or issued in favour of the Purchaser as beneficiary;

(ii) in case a cheque is not drawn or issued in accordance with paragraph (i) above, deliver or procure the delivery of, such cheque to the designated local branch of the relevant Account Bank to be paid into the relevant Seller Collection Account, Master Servicer Account or Lock-Box Account in accordance with the usual cheque clearing practice:

(A) if practicable, on the day of receipt; or

(B) if not so practicable and if received (a) on a day which is not a Business Day or (b) at a time (which shall not be earlier than 14.00 CET) on any Business Day which the relevant Seller, Servicer or Master Servicer reasonably determines is too late to permit same day deposit into the relevant Seller Collection Account or Master Servicer Account, on the next following Business Day,

provided that, (a) if such cheque is not drawn or issued in favour of the Purchaser in accordance with paragraph (i) above, or (b) such cheque is not or cannot be delivered to the relevant Account Bank in accordance with paragraph (ii)(A) or (B) above, the relevant Seller, Servicer and/or Master Servicer, as applicable, shall ensure that any such cheque is endorsed to the Purchaser on the Business Day immediately following the date of receipt thereof; or

(iii) in case a xxxx of exchange or promissory note is not drawn or issued in accordance with paragraph (i) above, ensure that such xxxx of exchange or promissory note is forthwith endorsed to the Purchaser to the extent possible. The relevant Seller, Servicer or Master Servicer, as applicable, shall forthwith deliver any such xxxx of exchange or promissory note issued in connection with a Purchased Receivable to the Account Bank.

(ff) in the case of the US Seller and the Belgian Seller only, such Seller shall promptly inform the Purchaser of any material change of which it becomes aware to any credit insurance policy arrangement applicable to the Receivables transferred hereunder (including, without limitation, cancellation of such insurance, changes to the terms of such credit insurance and a down-grade by any credit rating agency of the rating of the provider of any such insurance);

(gg) in the case of the US Seller and the Belgian Seller only, each such Seller shall procure that, so long as it has credit insurance arrangements relating to Purchased Receivables (in the case of the US Seller, however, only with respect to those Purchased Receivables subject to paragraph (k) of Schedule 3, Part 5 (Portfolio Limits), that it shall make the Purchaser an extended party to such insurance, so that the Purchaser becomes a beneficiary of such insurance upon such Seller’s insolvency;

(hh) in the case of the US Seller only, after the delivery of US Lock-Box Agreements with respect to the Lock-Box Accounts of the US Seller in accordance with Section 11.2 of the US Receivables Purchase Agreement, the US Seller shall not add or terminate any bank as a Lock-Box Bank or any account as a Lock-Box Account, or make any change in its instructions to Account Debtors with respect to the Purchased Receivables regarding payments to be made to the US Seller or the US Servicer or payments to be made to any Lock-Box Account (or related post office box), unless the Purchaser shall have consented thereto in writing and the Purchaser shall have

received copies of all agreements and documents (including US Lock-Box Agreements) that it may request in connection therewith;

(ii) in the case of the US Seller only, such Seller shall, or shall cause the US Servicer to, (i) instruct all Account Debtors with respect to the Purchased Receivables to make payments in respect of all Purchased Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis), and (ii) deposit, or cause to be deposited, any US Collections of Receivables received by it or the US Servicer into Lock-Box Accounts not later than one Business Day after receipt thereof. After the Closing Date, each Lock-Box Account shall at all times be subject to a US Lock-Box Agreement. The US Seller shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account or to the USD Collection Account cash or cash proceeds other than US Collections; and

(jj) in the case of the US Seller only, such Seller and the US Originator hereby acknowledge that Purchaser is entering into the transactions contemplated by the Agreement and the Transaction Documents in reliance upon such Seller’s identity as a legal entity separate from the US Originator and the US Servicer. Therefore, from and after the date hereof, the US Seller shall take all reasonable steps to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the US Seller is an entity with assets and liabilities distinct from those of the US Originator, the US Servicer and any other Person, and is not a division of the Originator, US Servicer or any other Person. Without limiting the generality of the foregoing the US Seller shall take such actions as shall be required by in order that the Separateness Covenants listed in Schedule 3 Part B of the US Receivables Purchase Agreement are fulfilled in all respects.

SCHEDULE 7

COVENANTS OF THE MASTER SERVICER, THE BACK-UP SERVICER AND

THE IT SERVICES PROVIDER

PART 1

COVENANTS OF THE MASTER SERVICER

The Master Servicer covenants and undertakes the following to the Purchaser in the relevant Servicing Agreement:

(a) it will devote or procure that there is devoted to the performance of its obligations under each Servicing Agreement at least the same amount of time and attention and that there is exercised the same level of skill, care and diligence in the performance of those obligations, under each Servicing Agreement and its exercise of the rights of the Purchaser in respect of Purchased Receivables, the Related Rights and the Factoring Agreements (where applicable) as it would if it were administering unsecured trade Factoring Agreements in respect of which it held the entire benefit (both legally and beneficially);

(b) upon reasonable request by the Purchaser, the Master Servicer shall promptly make available to the Purchaser and, at the Purchaser’s election, an auditor of internationally recognised standing any information and any documents held by the Master Servicer which the Purchaser may require in order to perform its due diligence on the Master Servicer, and the Master Servicer shall cooperate fully with any Servicer or Seller (as applicable) to provide such information and any such documents to the Purchaser. The Master Servicer shall at all times during regular business hours permit the Purchaser or its agents to visit its offices and properties and to inspect all records and documents relating to the Receivables sold hereunder and to the Related Rights, including internal documentary evidence and data processing systems, and to make copies and abstracts. In addition, the Master Servicer shall permit the Purchaser to discuss matters relating to the assigned Receivables with the management, the employees and the accountants of the Master Servicer. The Master Servicer shall disclose any material disclosed under this paragraph (b) in complete form;

(c) subject to any Reinvestment, it shall transfer all Collections relating to the Receivables assigned to the Purchaser in such manner and at such times as provided under the terms of the relevant Receivables Purchase Agreement to the relevant Transfer Account (if applicable) or to the USD Collection Account or the EUR Collection Account (as applicable);

(d) it will in relation to its obligations hereunder act in accordance with the Credit and Collection Policy;

(e) it shall promptly inform the Purchaser of a change of its independent auditors;

(f) it will comply (subject to the rights of any third parties) with any directions, orders and instructions which the Purchaser may from time to time give to it in accordance with the relevant Servicing Agreement and which would not result

in it committing a breach of its obligations under each relevant Servicing Agreement or an illegal act;

(g) it will use all reasonable endeavours to keep in force all licences, approvals, authorisations and consents which may be necessary in connection with the performance of its obligations under the Transaction Documents and in particular, but without limitation, any applicable licences and registrations under applicable data protection legislation, except to the extent that the failure to have them does not have a Material Adverse Effect on the Purchaser and shall, so far as it reasonably can do so, perform its obligations under the Transaction Documents in such a way as not to prejudice the continuation of any such approval, authorisation, consent or licence;

(h) it will allocate office space, facilities, equipment and staff sufficient to enable it to fulfil its obligations under the relevant Servicing Agreement to its own employees; Sappi Deutschland will not make available any office space to the Master Servicer;

(i) it will give to the Purchaser within 30 days after demand therefor a certificate signed by one of its directors to the effect that as at the date of such certificate (the “Relevant Date”) there did not exist and had not existed since the Relevant Date of the previous certificate relating to the Master Servicer (or in the case of the first such certificate, the date such Master Servicer became party to the relevant Servicing Agreement) any Servicer Termination Event with respect to such Servicer or the Master Servicer;

(j) it will promptly notify the Purchaser if legal proceedings are initiated against it which might in its reasonable opinion materially adversely affect the relevant Seller’s title to or interest in Purchased Receivables, the Related Rights or the Factoring Agreements (where applicable) in respect of the Purchased Receivables;

(k) subject to and in accordance with the provisions of each Servicing Agreement it will use its reasonable endeavours to recover all sums due from each Account Debtor to the Purchaser, including taking reasonable endeavours to ensure that Account Debtors make payments solely to, in the case of any Account Debtor that resides in the US or Canada, the Lock-Box Accounts, in the case of the any other Account Debtor for which the Seller is the Austrian USD Seller, the German USD Seller or the US Seller, the relevant Seller Collection Account, and in the case of any other Account Debtor for which the Seller is the Austrian EUR Seller, the Belgian Seller or the German EUR Seller, the relevant MS Final Collection Account;

(l) it will provide, annually, on or before each anniversary of the date of each Servicing Agreement, at any time when there is a material change to the Account Details in respect of any Account to which Account Debtors may remit payments, including any change to the established zero-balancing mechanism, and at any time upon the reasonable request of the Purchaser or the Back-Up Servicer a list of Account Details to the Purchaser and the Back-Up Servicer;

(m) it will promptly notify the Purchaser if an Additional Originator is to be added to the Transaction;

(n) it will deliver to the Purchaser a signed copy of any Additional Factoring Agreement, Additional Distribution Agreement or Additional Sales Commission Agency Agreement promptly after the agreement has been made;

(o) it will notify the Purchaser of any change in the Sappi Month Calendar at least two (2) months prior to such change;

(p) it will deliver to the Purchaser a copy of any external audit report or attestation report to the Board of Directors and shareholders of Sappi Limited as required under the Xxxxxxxx-Xxxxx Xxx 0000 xf the United States concerning the Transaction, the origination, the servicing and the management of Purchased Receivables within thirty (30) days of such report having been finalised;

(q) it will deliver bank statements to the Purchaser on a weekly basis relating to the MS EUR Transfer Account, the MS USD Transfer Account and the US Seller USD Transfer Account;

(r) it will promptly notify the Purchaser if a material change has been or will be made to any of the Initial Factoring Agreements, Initial Distribution Agreements, Initial Sales Commission Agency Agreements, or any Additional Distribution Agreement, Additional Factoring Agreement or Additional Sales Commission Agency Agreement delivered to the Purchaser under covenant (n) under the Part and Schedule hereto, and it will deliver to the Purchaser a signed copy of any such amendment promptly after it has been made;

(s) it shall not make any change to its Credit and Collection Policy which would reasonably be expected to have a Material Adverse Effect on the collectability of any of the Purchased Receivables without the prior consent of the Purchaser and it shall on the date of each Servicing Agreement and at least thirty (30) days prior to the effectiveness of any material change to the Credit and Collection Policy, furnish to the Purchaser a copy of the Credit and Collection Policy then in effect and a notice indicating such change shall only take effect with the prior written approval of the Purchaser;

(t) it shall not sell, assign or otherwise dispose of or create or suffer to exist any Encumbrance upon or with respect to any Purchased Receivable acquired by the Purchaser or the Related Rights related to such Purchased Receivable, or assign any right to receive income in respect thereof or attempt, purport or agree to do any of the foregoing, except in the case of any Encumbrances arising under or pursuant to the Transaction Documents and any purchase contemplated by the Transaction Documents;

(u) it shall punctually and fully comply with its covenants and material obligations under the contracts underlying the Receivables assigned under the respective Receivables Purchase Agreement;

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SECURITISATION OF TRADE RECEIVABLES BY SAPPI PAPIER HOLDING GMBH, SAPPI INTERNATIONAL SA AND OTHER SAPPI COMPANIES THROUGH ELEKTRA PURCHASE NO. 29 LIMITED FUNDED UNDER THE ARABELLA PROGRAMME ARRANGED BY UNICREDIT BANK AG EFFECTIVE AUGUST 25, 2011.