Consolidated Tangible Assets means, as of any date of
determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries as the total assets of the Company and its Restricted Subsidiaries, excluding goodwill, patents,
trade names, trademarks, copyrights, franchises, experimental expense, organization expense and any other assets properly classified as intangible assets in accordance with GAAP, determined in accordance with GAAP.
continuing means, with respect to any Default or Event of Default, that such Default or Event of Default
has not been cured or waived.
Corporate Trust Office of the Trustee for
administration purposes will be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company. With respect to presentation of Notes at maturity, redemption or for
registration of transfer or exchange, 1505 Energy Park Drive, St. Paul, MN 55108, Attention Corporate Trust Operations.
Credit Agreements means (i) the Revolving Credit Facility Agreement dated January 21, 2022 among
Mercer Peace River Pulp Ltd., Mercer Celgar Limited Partnership, Mercer Forestry Services Ltd., Mercer Celgar Pulp Ltd., Mercer Celgar Holdings LLC, Royal Bank of Canada, Wells Fargo Capital Finance Corporation Canada and Canadian Imperial Bank of
Commerce; (ii) the Revolving Facility Agreement dated September 15, 2022, as amended and restated pursuant to an Amendment and Restatement Agreement dated March 22, 2023 among Mercer Rosenthal GmbH, Mercer Timber Products GmbH, Mercer
Stendal GmbH, Mercer Holz GmbH, Mercer Europe GmbH, Mercer Stendal Logistik GmbH, Mercer Timber Products Stendal GmbH, Mercer Torgau GmbH and Co. KG, Mercer Torgau Holding GmbH, Mercer Torgau Beteiligungs GmbH, Mercer Pulp Sales GmbH, Unicredit Bank
AG, Commerzbank AG, Berlin Branch, Barclays Bank Ireland PLC, Credit Suisse (Deutschland) Aktiengesellschaft, Royal Bank of Canada and Landesbank Baden-Württemberg; and (iii) the Universal Contract
for Business Loans dated April 30, 2013 between Zellstoff-und Papierfabrik Rosenthal GmbH and Kreissparkasse Saale-Orla, as supplemented by the Special Agreement to the Loan Agreement dated April 30, 2013 among Zellstoff-und Papierfabrik
Rosenthal GmbH, D&Z Beteiligungs GmbH, D&Z Holding GmbH, Mercer International Inc. and Kreissparkasse Saale-Orla.
Credit Facilities means, one or more debt facilities (including, without limitation, the Credit
Agreements), indentures or commercial paper facilities, in each case, with banks or other institutional lenders, accredited investors or institutional investors providing for revolving credit loans, term loans, term debt, debt securities,
receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed,
extended, increased, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.
Custodian means the Trustee, as custodian with respect to the Notes in global form, or any successor entity
thereto.
Customary Recourse Exceptions means, with respect to any
Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such
Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.
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