Common use of Nature of Guaranty Clause in Contracts

Nature of Guaranty. The US Borrower agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible payment, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Subject to Section 12.1 above, each Borrower Guarantor agrees that this US its Borrower Guaranty is a continuing, unconditional guaranty of payment and not of collection, and that its obligations under this US such Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian such Borrower is or may become a party, (b) the absence of any action to enforce this US its Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender other Guaranteed Party with respect to any of the provisions of this US its Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, against, any security for or other guaranty of the US its Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender other Guaranteed Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), (d) any structural change in, restructuring of or other similar change of the Canadian such Borrower or any of its respective Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US each Borrower Guarantor that its obligations under this US its Borrower Guaranty shall not be discharged until the final and indefeasible payment, in full, of the US its Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US each Borrower Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law)statute, or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender other Guaranteed Party to proceed in respect of the US its Borrower Guaranteed Obligations against the Canadian Borrowerany other Credit Party, any other guarantor or any other party or against any security for or other guaranty of the payment of the US its Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US any other Borrower. To the extent permitted by law, the US each Borrower Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender other Guaranteed Party to commence an action in respect of the US its Borrower Guaranteed Obligations against the Canadian Borrower, the US any other Borrower, any other guarantor or any other party or any security for the payment of the US its Borrower Guaranteed Obligations. The US Each Borrower Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which other Guaranteed Party that is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lenderother Guaranteed Party, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US its Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US its Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US each applicable Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower agrees that this US Borrower Guaranty is Each Guarantor hereby absolutely and unconditionally guarantees, jointly and severally, as a continuing, unconditional guaranty guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and that its obligations at all times thereafter, of any and all existing and future Obligations including, without limitation, all indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of Borrower to the Credit Parties arising under this US Borrower the Credit Agreement, the other Loan Documents, and the Secured Hedge Agreements (including all renewals, extensions, modifications, amendments, and restatements thereof and all costs, attorneys’ fees and expenses incurred by any Credit Party in connection with the collection or enforcement thereof) (collectively, the “Guaranteed Obligations”) and hereby consents to any extension of the Maturity Date pursuant to Section 2.14 of the Credit Agreement or otherwise. Administrative Agent’s books and records showing the amount of the Guaranteed Obligations under the Loan Documents shall, absent manifest error, be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive for the purpose of establishing the amount of such Guaranteed Obligations. The amount of any Guaranteed Obligations under any Secured Hedge Agreement shall be determined in accordance with the terms of such Secured Hedge Agreement. This Guaranty shall not be primary, absolute and unconditional, irrespective of, and unaffected affected by (a) the genuineness, validity, regularity, or enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any actioninstrument or agreement evidencing any Guaranteed Obligations, or by the absence existence, validity, enforceability, perfection, or extent of any actioncollateral therefor, or by any fact or circumstance relating to the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances Guaranteed Obligations which might otherwise constitute a legal or equitable discharge or defense to the obligations of a surety or guarantor; it being agreed by any Guarantor under this Guaranty. The obligations of each Guarantor hereunder shall be limited to an aggregate amount equal to the US Borrower largest amount that would not render its obligations hereunder subject to avoidance under this US Borrower Guaranty shall not be discharged until the final and indefeasible payment, in full, Section 548 of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by lawBankruptcy Code (Title 11, the US Borrower expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent United States Code) or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage comparable provisions of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this Agreementapplicable state law.

Nature of Guaranty. The US Borrower agrees This Guaranty may not be revoked by Guarantor; provided, however, in the event it shall be determined that Guarantor shall have the right, in accordance with applicable law and notwithstanding its express agreement herein to the contrary, to revoke this US Borrower Guaranty Guaranty, Guarantor may deliver to Administrative Agent, at its address for notices set forth in the Credit Agreement, written notice of Guarantor's intention not to be liable hereunder for any Guaranteed Obligations arising, created or incurred after Administrative Agent's receipt of such notice, whereupon such notice shall be effective to the extent (but only to the extent) provided hereinbelow as to Guarantor from and after (but not before) the time when such notice is a continuingactually delivered to and received by and receipted for in writing by Administrative Agent (the "Effective Revocation Time"); provided, unconditional guaranty of payment and further, however, that such notice shall not of collectionbe effective as to, and that its shall not in any way restrict, limit, impair, release or otherwise affect, the indebtedness, liabilities or obligations of Guarantor under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by with respect to (a) any Guaranteed Obligations consisting of indebtedness, liabilities or obligations under the genuinenessCredit Agreement, validity, regularity, enforceability or any future amendment of, or change in, this Agreement the Notes or any other Loan Document Document, whether incurred before or after the Effective Revocation Time (including, without limitation, any other agreementloans, document advances or instrument extensions of credit at any time made or created under the Credit Agreement, whether or not agreed, committed or contemplated to which the Canadian Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent be made by the Administrative Agent or any Lender and whether or not discretionary with Administrative Agent or any Lender), (b) any Guaranteed Obligations arising, created or incurred prior to the Effective Revocation Time, (c) any amendments, modifications, renewals, extensions, restatements and/or supplements to or of the indebtedness, liabilities or obligations referred to in clauses (a) and (b) preceding, whether occurring before or after the Effective Revocation Time, or (d) any interest or costs of collection with respect to any of the provisions of this US Borrower Guarantyindebtedness, this Agreement liabilities or any other Loan Documentobligations referred to in clauses (a), (b) or (c) the existencepreceding. Any revocation or attempted revocation of this Guaranty, value whether in whole or condition ofin part, or failure to perfect a Lien, if any, against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible payment, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower expressly waives all rights it may now or in the future have effective except under any statute limited circumstances (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar lawif any), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers limited extent, expressly provided in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this AgreementParagraph 26.

Nature of Guaranty. The US Borrower Guarantor agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian any such Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, its Lien against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), ) or (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower Guarantor that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible paymentpayment and performance, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower The Guarantor expressly waives all rights it may now or in the future have under any statute (including, including without limitation, limitation North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor such Borrower or any other party or against any security for or other guaranty of the payment and performance of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US BorrowerGuarantor. To the extent permitted by law, the US Borrower The Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian any such Borrower, the US Borrower, any other guarantor Guarantor or any other party or any security for the payment and performance of the US Borrower Guaranteed Obligations. The US Borrower Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent Agents and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower Guarantor agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian any such Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, Agreement (other than an express written waiver of any provision of this Agreement Article XI pursuant to Section 14.11) or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, its Lien against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), ) or (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower Guarantor that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible paymentpayment and performance, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower The Guarantor expressly waives all rights it may now or in the future have under any statute (including, including without limitation, limitation North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor such Borrower or any other party or against any security for or other guaranty of the payment and performance of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US BorrowerGuarantor. To the extent permitted by law, the US Borrower The Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian any such Borrower, the US Borrower, any other guarantor Guarantor or any other party or any security for the payment and performance of the US Borrower Guaranteed Obligations. The US Borrower Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian Borrower is [Second Amendment – SCP Pool Corporation] 92 or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible payment, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower agrees that this US Borrower obligation of Guarantor to Lender hereunder is irrevocable, absolute and unconditional. This Guaranty is a continuing, unconditional guaranty of payment and performance and not just collection. The Obligations expressed to be undertaken by Guarantor under this Guaranty are those of collectiona primary obligor and not merely as a surety or secondary obligor. Lender may enforce Guarantor’s obligations to it hereunder without first suing or enforcing its rights or remedies against NFIE. The obligations of Guarantor hereunder shall not be in any way discharged, released, or impaired or otherwise affected, and that its obligations under this US Borrower Guaranty the rights of Lender hereunder shall not be primary, absolute and unconditional, irrespective of, and unaffected in any way diminished or otherwise affected by (ai) any insolvency or bankruptcy of NFIE or transfer by NFIE of control of NFIE or any merger, consolidation or sale of assets by or involving NFIE; (ii) any failure, delay or waiver on the part of Lender, whether with or without fault on its part, in enforcing the obligations of the NFIE under the Note; (iii) the genuinenessexistence of any claims, validity, regularity, enforceability set-off or other rights which Guarantor may have at any future amendment of, or change in, this Agreement time against NFIE or any other Loan Document person or entity, whether in connection herewith or any unrelated transactions; (iv) any Applicable Law requiring Lender to file suit against NFIE or take any other agreement, document action against NFIE as a prerequisite to Lender taking any action or instrument bringing any suit against Guarantor under this Guaranty; (v) each and every other defense to which the Canadian Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries Guarantor might be entitled; or (evi) any other action or circumstances which might otherwise be deemed to constitute a legal or equitable discharge or defense of Guarantor as a surety or guarantor; guarantor or otherwise, it being agreed by understood, however, that the US Borrower that its liability of Guarantor to perform the obligations of NFIE under this US Borrower Guaranty the Note shall not be discharged until subject to the final and indefeasible paymentexpress provisions, in fullincluding any limitations, exculpations or adjustments, contained therein. Without limiting the generality of the US Borrower Guaranteed Obligations and the termination of the Commitments. To foregoing, to the extent permitted by law, the US Borrower expressly Guarantor hereby waives notice of acceptance of this Guaranty, presentment, demand, protest, notice of nonpayment or notice of any default in respect to this Guaranty and any and all other notices which may be required to preserve intact all rights it may now against Guarantor hereunder, and Guarantor agrees that the obligations of Guarantor hereunder shall not be affected by any modification, termination or in the future have under extension of any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect provision of the US Borrower Guaranteed Obligations against Merger Agreement or the Canadian Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this AgreementNote.

Nature of Guaranty. The US Borrower agrees that this US Borrower Guaranty is a continuing, unconditional an absolute guaranty of payment and performance and not of collection. Therefore, Lender may insist that Guarantor pay immediately, and that its obligations under this US Borrower Guaranty Lender is not required, and Guarantor hereby waives any requirement or obligation on the part of Lender, to sue or otherwise attempt to cxxxect first from Borrower, the Collateral, or any other person liable for the Indebtedness. The obligation of Guarantor shall be primary, absolute and unconditionalunconditional even if all or any part of any agreement between Lender and Borrower is unenforceable, irrespective ofvoid, voidable or illegal or uncollectible due to incapacity, lack of power or authority, discharge or for any reason whatsoever, and unaffected by regardless of the existence of any defense, setoff, discharge or counterclaim (in any case, whether based on contract, tort or any other theory) which Borrower may assert. If Borrower is a corporation, limited liability company, partnership or trust, it is not necessary for Lender to inquire into the powers of Borrower or the officers, directors, members, managers, partners, trustees or agents acting or purporting to act on its behalf, and any of the Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder. Without limiting the foregoing, Guarantor's liability is absolute and unconditional irrespective of and shall not be released, diminished or affected by: (a) the genuinenessany present or future law, validityregulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, regularityamend, enforceability restructure, render unenforceable or otherwise affect any future amendment of, term of any Indebtedness; or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian Borrower is or may become a party, (b) any war, riot or revolution affecting multinational companies or any act of expropriation, nationalization or currency inconvertibility or nontransferability arising from governmental, legislative or executive measures affecting any Obligor or Other Guarantor or the absence property of any action to enforce this US Borrower Guaranty, this Agreement Obligor or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, Other Guarantor. New Paragraph without limitation, the release of any such security or guaranty), (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible payment, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this Agreement.marked changes:

Nature of Guaranty. The US Borrower Company agrees that this US Borrower Guaranty ------------------ is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian any such Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, its Lien against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), ) or (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower Company that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible paymentpayment and performance, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower The Company expressly waives all rights it may now or in the future have under any statute (including, including without limitation, limitation North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor such Borrower or any other party or against any security for or other guaranty of the payment and performance of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US BorrowerCompany. To the extent permitted by law, the US Borrower The Company further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian any such Borrower, the US Borrower, any other guarantor Company or any other party or any security for the payment and performance of the US Borrower Guaranteed Obligations. The US Borrower Company agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent Agents and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower agrees that this US Borrower Guaranty is a continuing, unconditional guaranty Guarantors’ liability for performance of the Guaranteed Obligations and payment and not of collection, and that its obligations under this US Borrower Guaranty the Repayment Obligation guaranteed hereunder shall be primary, a primary obligation and shall be absolute and unconditional. The Guarantors agree that none of the following acts, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment ofomissions, or change inoccurrences shall diminish or impair the liability of the Guarantors in any respect (all of which acts, this Agreement omissions, or occurrences may be done or occur without notice to any Guarantor): Any extension, modification, indulgence, compromise, settlement or variation of any of the terms of the Guaranteed Obligations or Repayment Obligation; The discharge or release of any obligations of any Guarantor or any other Loan Document person now or hereafter liable on the Guaranteed Obligations or Repayment Obligation, by reason of bankruptcy or insolvency laws or otherwise; The acceptance or release by ADFA of any collateral, security, or other guaranty or any other agreementsettlement, document compromise, or instrument to which the Canadian Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender extension with respect to any collateral, security, or other guaranty; The application or allocation by ADFA of payments, collections, or credits on the Repayment Obligation; The creation of any new indebtedness by Owner; The making of a demand, or absence of demand, for payment of the provisions of this US Borrower amounts owing under the Guaranty, this Agreement or giving, or failing to give, any notice of dishonor, protest, presentment, or non-payment or any other Loan Documentnotice; Any failure, (c) the existence, value or condition ofomission, or failure to perfect a Lien, if any, against, any security for or other guaranty delay on the part of the US Borrower Guarantors or any other person now or hereafter liable on the Guaranteed Obligations or any actionRepayment Obligation, or anyone claiming by or through any of them, to comply with any instrument or agreement relating to any of the absence Guaranteed Obligations or Repayment Obligation; To the extent permitted by law, any release or discharge by operation of law of the Guarantors from the performance or observance of any actionobligation, by covenant, or agreement contained in this Guaranty; Any merger or consolidation of the Administrative Agent Guarantors, or any Lender in respect of such security other person now or guaranty (includinghereafter liable on the Guaranteed Obligations or Repayment Obligation, without limitationinto or with any other corporation or other entity or any sale, the release lease, or transfer of any such security or guaranty), (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any assets of its Subsidiaries or (e) the Guarantors to any other action person or circumstances entity; or Any other occurrence or circumstance (other than payment hereunder) which might otherwise constitute a legal or equitable defense or discharge or defense of the liabilities of a Guarantor or surety or guarantor; it being agreed which might otherwise limit recourse against the Guarantors. The obligations of the Guarantors set forth in this Guaranty constitute full recourse obligations of the Guarantors, enforceable against the Guarantors to the full extent of the Guarantors’ assets and properties. The Guarantors’ liability under this Guaranty is independent of the Guarantors’ liability under any other guaranty previously or subsequently executed by the US Borrower that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible payment, in full, Guarantors as to all or any part of the US Borrower Guaranteed Obligations and or the termination of the Commitments. To the extent permitted by law, the US Borrower expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void Repayment Obligation and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty enforced for the reason that such pleading or introduction would be at variance with the written terms full amount of this US Borrower Guaranty, unless Guaranty regardless of the Administrative Agent and the Required Lenders have specifically agreed otherwise in writingGuarantors’ liability under any other guaranty. Sufficient Consideration. The foregoing waivers are Guarantors acknowledge that the Guarantors have received good, valuable, and sufficient consideration for the making of this Guaranty and expressly agree that recourse may be had against the Guarantors’ properties and assets for all obligations hereunder and further agree that any and all of the essence Guarantors’ properties and assets shall be subject to execution for a judgment rendered against the Guarantors on this Guaranty by a court of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this Agreementcompetent jurisdiction.

Nature of Guaranty. The US Borrower Guarantor agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guarantyguaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, its Lien against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), ) or (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower Guarantor that its obligations under this US Borrower Guaranty shall not be discharged until the final payment and indefeasible paymentperformance, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower The Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor Borrower or any other party or against any security for or other guaranty of the payment and performance of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US BorrowerGuarantor. To the extent permitted by law, the US Borrower The Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor Guarantor or any other party or any security for the payment and performance of the US Borrower Guaranteed Obligations. The US Borrower Guarantor agrees that any notice or directive given at any time by any of the Credit Parties to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent Agents and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower Each Parent Guarantor agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian any Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), (d) any structural change in, restructuring of or other similar change of the Canadian any Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower each Parent Guarantor, subject to Section 11.2, that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible payment, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower each Parent Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. New York or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian any Borrower, any Subsidiary Guarantor, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrowerany Parent Guarantor. To the extent permitted by law, the US Borrower each Parent Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against any Borrower (including the Canadian U.S. Borrower), the US Borrowerany Parent Guarantor, any Subsidiary Guarantor, any other guarantor or any other party or any security for the payment of the US Borrower Guaranteed Obligations. The US Borrower Each Parent Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower Guarantor agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its is obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement Guaranty or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender SBA with respect to any of the provisions of this US Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, its lien against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender SBA in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), ) or (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower Guarantor that its obligations under this US Borrower Guaranty shall not be discharged until the final payment and indefeasible paymentperformance, in full, of the US Borrower Guaranteed Obligations and the termination of the CommitmentsObligations. To the extent permitted by law, the US Borrower The Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender SBA to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor Borrower or any other party or against any security for or other guaranty of the payment and performance of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US BorrowerGuarantor. To the extent permitted by law, the US Borrower The Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender SBA to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor Guarantor or any other party or any security for the payment and performance of the US Borrower Guaranteed Obligations. The US Borrower Guarantor agrees that any notice or directive given at any time by Borrower or Guarantor to the Administrative Agent or any Lender SBA which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such LenderSBA, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have SBA has specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this AgreementDocuments.

Nature of Guaranty. The US Borrower agrees that this US Borrower This Guaranty is a continuingan irrevocable, unconditional absolute, continuing guaranty of payment and performance, is joint and several, and is not a guaranty of collection, and that its obligations under this US Borrower . This Guaranty shall continue to be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender effective with respect to any of the provisions Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs until a replacement guarantor has been provided pursuant to Section 19 hereof). The liability of Guarantor under this US Guaranty shall in no way be limited or impaired by (i) any amendment or modification of the Loan Documents; (ii) any extensions of time for performance required by any of the Loan Documents; (iii) any sale, assignment or foreclosure pursuant to the Loan Documents or any sale or transfer of all or any part of the Property, except as may be released by Lender in connection with a “Permitted Disposition” pursuant to Section 7.2 of the Loan Agreement; (iv) any exculpatory provision in any of the Loan Documents limiting Lender’s recourse to the Property or to any other security, or limiting Lender’s rights to a deficiency judgment against Borrower; (v) the accuracy or inaccuracy of the representations and warranties made by Borrower Guaranty, this Agreement under the Loan Documents; (vi) the release of Borrower or any other Loan Document, (c) the existence, value person from performance or condition of, or failure to perfect a Lien, if any, against, observance of any security for or other guaranty of the US Borrower Guaranteed Obligations agreements, covenants, terms or conditions contained in any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any Loan Documents by operation of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible payment, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equityLender’s voluntary act, or otherwise; (vii) the release or substitution in whole or in part, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment Note or other evidence of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time debt issued pursuant to the Administrative Agent Loan Documents; or (viii) Lender’s failure to record any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and(or improper recording or filing of any thereof) or to otherwise perfect, but protect, secure or insure any security interest or lien given as security for this US Borrower Guaranty the Note or other evidence of indebtedness under the Loan Documents; and in any of such waiverscases, the Administrative Agent whether with or without notice to Guarantor and the Lenders would decline to enter into this Agreementwith or without consideration.

Nature of Guaranty. The US Borrower Guarantor agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian any such Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, its Lien against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), ) or (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower Guarantor that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible paymentpayment and performance, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower The Guarantor expressly waives all rights it may now or in the future have under any statute (including, including without limitation, limitation North Carolina General Statutes Section 26-7, et seqET SEQ. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor such Borrower or any other party or against any security for or other guaranty of the payment and performance of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US BorrowerGuarantor. To the extent permitted by law, the US Borrower The Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian any such Borrower, the US Borrower, any other guarantor Guarantor or any other party or any security for the payment and performance of the US Borrower Guaranteed Obligations. The US Borrower Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent Agents and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower agrees that this US Borrower Guaranty is a continuingliability and obligation of Guarantor hereunder shall, unconditional guaranty whether or not Guarantor shall have notice or knowledge of payment and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guarantyfollowing, this Agreement remain in full force and effect without regard to, and shall not be affected or released, discharged or in any other Loan Document, (c) the existence, value way affected or condition of, or failure to perfect a Lien, if any, againstimpaired by, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety guarantor or guarantor; it being agreed by the US Borrower that its obligations under this US Borrower Guaranty shall surety, including, but not be discharged until the final and indefeasible paymentlimited to, in full(a) any amendment or modification of, or supplement to, or extension or renewal of, any of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent Loan Documents or any Lender to proceed assignment or transfer thereof or of any interest therein without the consent of Guarantor; (b) any exercise, delay in exercising or non-exercise of any right, power, remedy or privilege under or in respect of the US Borrower Guaranteed Obligations against Loan Documents or this Agreement, or any security held by NCBDC with respect thereto, or any waiver, consent or approval by NCBDC with respect to any of the Canadian covenants, terms, conditions or agreements contained in the Loan Documents or any indulgences, forbearances or extensions of time for performance or observance allowed to Borrower, from time to time and for any other guarantor length of time; (c) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding relating to Borrower, or Guarantor, or any other party Guarantor, if there be more than one, or against its or their properties or creditors; (d) any security limitation on the liability or obligation of Borrower under the Loan Documents or its or their estate in bankruptcy, any remedy for the enforcement thereof, which may now or other guaranty hereafter be imposed by any statute, regulation, rule of law or decision of any court; (e) any illegality, invalidity, irregularity or unenforceability, in whole or in part, of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent Loan Documents or any Lender term, condition or provision thereof; (f) any substitution, exchange, surrender, subordination, addition to commence an action or release, in respect whole or in part, of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice Loan Documents or directive given this Agreement which may be held at any time to by NCBDC; (g) The making of advances by NCBDC for the Administrative Agent purpose of performing any term or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence covenant contained in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents andwith respect to which the Borrower or the then owner of the Property shall be in default; or (h) engage in any other act or permit any other circumstance or condition which might otherwise constitute a legal or equitable release or discharge of a guarantor. The obligations and liability of the Guarantor under this Agreement shall be primary, but for this US direct and immediate; shall not be conditional or contingent upon pursuit by NCBDC of any remedies it may have against the Borrower Guaranty and such waiverswith respect to the Loan Documents, whether pursuant to the Administrative Agent and the Lenders would decline terms thereof or by law, or against any other Guarantor, if there be more than one, with respect to enter into this Agreement., whether pursuant to the terms hereof or by law; and shall not be subject to any counterclaim, recoupment, set-off, reduction or defense based upon any claim that any Guarantor may have against the Borrower, NCBDC or any other Guarantor, if there be one. Without limiting the generality of the foregoing, NCBDC shall not be required to make any demand on the Borrower and/or the then owner of the Property, or against any other Guarantor, if there be more than one, or to sell at foreclosure or otherwise pursue or exhaust its remedies against the Property or any part thereof and/or against the Borrower or the then owner of the Property, or against any other Guarantor, if there be more than one,

Nature of Guaranty. The US Borrower Company agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian any such Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, its Lien against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), ) or (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower Company that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible paymentpayment and performance, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower The Company expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law)statute, or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor such Borrower or any other party or against any security for or other guaranty of the payment and performance of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US BorrowerCompany. To the extent permitted by law, the US Borrower The Company further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian any such Borrower, the US Borrower, any other guarantor Company or any other party or any security for the payment and performance of the US Borrower Guaranteed Obligations. The US Borrower Company agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent Agents and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) The obligations of the genuinenessGuarantor hereunder are primary and not as surety only, validityand this Guaranty constitutes a guarantee of payment when due and owing only. The Guarantor expressly waives any legal obligations, regularityduty or necessity for any person or entity to proceed first against Obligor or to exhaust any remedy it may have against Obligor. The obligations of the Guarantor hereunder shall not be subject to any counterclaim, enforceability setoff, deduction or defense based upon any claim the Guarantor or Obligor may have against the Guaranteed Party (other than any claim that Obligor has under the LLC Agreement) or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which of its Affiliates and shall remain in full force and effect until the Canadian Borrower is or may become a party, (b) the absence full and final payment and satisfaction of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any all of the provisions of this US Borrower GuarantyObligations. Neither the Guarantor nor any Obligations hereunder shall EXECUTION COPY be released, this Agreement discharged or in any other Loan Documentway affected by, (c) the existence, value any circumstance or condition of(whether or not the Guarantor shall have any knowledge or notice thereof), or failure to perfect a Lien, if any, against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation: (i) any waiver, consent, change, extension, indulgence or other action or inaction under or in respect of any Obligation, whether or not Obligor or the Guarantor have notice or knowledge of any of the foregoing; (ii) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution or similar proceeding with respect to Obligor or the Guarantor; (iii) any amendment to, or assignment or other transfer of, the release of any such security LLC Agreement by the Guaranteed Party or guaranty), Obligor; (div) any structural change inlien, restructuring of charge, restriction or encumbrance on or affecting Obligor’s estate; (v) any sale or other similar change disposition of all or any part of the Canadian Borrower capital stock or assets of Obligor; (vi) any of its Subsidiaries payment by Obligor which is received by Obligor’s trustee in bankruptcy; or (evii) any other action or circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by guarantor (other than the US Borrower that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible payment, payment in full, full of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar lawObligations), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower Guarantor agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian any such Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, its Lien against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence ab sence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), ) or (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower Guarantor that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible paymentpayment and performance, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower The Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor Borrower or any other party or against any security for or other guaranty of the payment and performance of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US BorrowerGuarantor. To the extent permitted by law, the US Borrower The Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor such Borrower or any other party or any security for the payment and performance of the US Borrower Guaranteed Obligations. The US Borrower Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower Guarantor agrees that this US Borrower Guaranty is a continuing, irrevocable, unconditional guaranty of payment and performance and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) by: the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this the Participation Agreement or any other Loan Document Operative Agreement or any other agreement, document or instrument to which the Canadian Borrower is or may become a party, (b) ; the absence of any action to enforce this US Borrower Guaranty, this the Participation Agreement or any other Loan Document Operative Agreement or the waiver or consent by the Administrative Agent or any Tranche A Lender with respect to any of the provisions of this US Borrower Guaranty, this the Participation Agreement or any other Loan Document, (c) Operative Agreement; the existence, value or condition of, or failure to perfect a Lien, if any, its Lien against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Tranche A Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), (d) any structural change in, restructuring of ; or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower that Guarantor that, subject to the proviso in Section 2 hereof, its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible paymentpayment and performance, in full, of the US Borrower Guaranteed Obligations and the termination of the CommitmentsObligations. To the extent permitted by law, the US Borrower The Guarantor expressly waives all rights it may now or in the future have under any statute (including, including without limitation, limitation North Carolina General Statutes Section 26-7, 7 et seq. ., or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Tranche A Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor Borrower or any other party or against any security for or other guaranty of the payment and performance of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US BorrowerGuarantor. To the extent permitted by law, the US Borrower The Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Tranche A Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor Guarantor or any other party or any security for the payment and performance of the US Borrower Guaranteed Obligations. The US Borrower Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Tranche A Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Tranche A Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Majority Lenders (as determined with respect to Tranche A Loans only) have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents Operative Agreements and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Tranche A Lenders would decline to enter into this Agreementthe Operative Agreements.

Nature of Guaranty. The US Borrower Each Subsidiary Guarantor hereby absolutely and unconditionally guarantees to Lender the prompt payment and performance of, all Obligations when due or declared to be due and at all times thereafter and all agreements under the Loan Documents. Each Subsidiary Guarantor agrees that this US Borrower Guaranty is its guaranty obligations hereunder constitute a continuing, unconditional continuing guaranty of payment and performance and not solely of collection, that such obligations shall not be discharged until Full Payment of the Obligations, and that its such obligations under this US Borrower Guaranty shall be primary, are absolute and unconditional, irrespective of, and unaffected by of (a) the genuineness, validity, regularity, enforceability enforceability, subordination or any future amendment modification of, or change in, this Agreement any Obligations or Loan Document, or any other Loan Document document, instrument or any other agreement, document or instrument agreement to which the Canadian Borrower any Obligor is or may become a party, party or be bound; (b) the absence of any action to enforce this US Borrower Guaranty, Agreement (including this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, this Agreement Section) or any other Loan Document, or any waiver, consent or indulgence of any kind by Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien, if any, Lien or to preserve rights against, any security or guaranty for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty thereof (including, without limitation, including the release of any such security or guaranty), ; (d) the insolvency of any structural change in, restructuring Obligor; (e) any election by Lender in an Insolvency Proceeding for the application of or other similar change Section 1111(b)(2) of the Canadian Borrower Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Loan Party, as debtor-in-possession under Section 364 of its Subsidiaries the Bankruptcy Code or otherwise; (g) the disallowance of any claims of Lender against any Obligor for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (eh) any other action or circumstances which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by , except Full Payment of all Obligations. Each Subsidiary Guarantor guarantees that the US Borrower that its obligations Obligations will be paid strictly in accordance with the terms of the Loan Documents, without setoff or counterclaim, and regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms of the rights of Lenders with respect thereto. The Obligations may be increased, reduced or paid in full at any time and from time to time without affecting the liability or obligation of any Subsidiary Guarantor under this US Borrower Guaranty shall not be discharged until the final and indefeasible paymentAgreement with respect to all Obligations, in full, of the US Borrower Guaranteed whenever incurred or arising. All Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower expressly waives all rights it may now or hereafter arising shall be conclusively presumed to have been made or acquired in the future have under acceptance hereof. Each Subsidiary Guarantor shall be liable, jointly and severally, with Borrower and any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. other Person now or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed hereafter obligated in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this Agreementportion thereof.

Nature of Guaranty. The US Borrower agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) The obligations of the genuinenessGuarantor hereunder are primary and not as surety only, validityand this Guaranty constitutes a guarantee of payment when due and owing only. The Guarantor expressly waives any legal obligations, regularityduty or necessity for any person or entity to proceed first against Obligor or to exhaust any remedy it may have against Obligor. The obligations of the Guarantor hereunder shall not be subject to any counterclaim, enforceability setoff, deduction or defense based upon any claim the Guarantor or Obligor may have against the Guaranteed Party (other than any claim that Obligor has under the LLC Agreement) or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which of its Affiliates and shall remain in full force and effect until the Canadian Borrower is or may become a party, (b) the absence full and final payment and satisfaction of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any all of the provisions of this US Borrower GuarantyObligations. Neither the Guarantor nor any Obligations hereunder shall be released, this Agreement discharged or in any other Loan Documentway affected by, (c) the existence, value any circumstance or condition of(whether or not the Guarantor shall have any knowledge or notice thereof), or failure to perfect a Lien, if any, against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation: (i) any waiver, consent, change, extension, indulgence or other action or inaction under or in respect of any Obligation, whether or not Obligor or the Guarantor have notice or knowledge of any of the foregoing; (ii) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution or similar proceeding with respect to Obligor or the Guarantor; (iii) any amendment to, or assignment or other transfer of, the release of any such security LLC Agreement by the Guaranteed Party or guaranty), Obligor; (div) any structural change inlien, restructuring of charge, restriction or encumbrance on or affecting Obligor’s estate; (v) any sale or other similar change disposition of all or any part of the Canadian Borrower capital stock or assets of Obligor; (vi) any of its Subsidiaries payment by Obligor which is received by Obligor’s trustee in bankruptcy; or (evii) any other action or circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by guarantor (other than the US Borrower that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible payment, payment in full, full of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar lawObligations), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower agrees that this US Borrower This Guaranty is a continuingan irrevocable, unconditional absolute, continuing guaranty of payment and performance, is joint and several, and is not a guaranty of collection, and that its obligations under this US Borrower . This Guaranty shall continue to be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender effective with respect to any of the provisions Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs until a replacement guarantor has been provided pursuant to Section 20 hereof). Unless agreed to in writing by Lender, liability of Guarantor under this US Guaranty shall in no way be limited or impaired by (i) any amendment or modification of the Loan Documents; (ii) any extensions of time for performance required by any of the Loan Documents; (iii) any sale, assignment or foreclosure pursuant to the Loan Documents or any sale or transfer of all or any part of the Property, except as may be released by Lender in connection with a “Permitted Disposition” pursuant to Section 7.2 of the Loan Agreement; (iv) any exculpatory provision in any of the Loan Documents limiting Lender’s recourse to the Property or to any other security, or limiting Lender’s rights to a deficiency judgment against Borrower; (v) the accuracy or inaccuracy of the representations and warranties made by Borrower Guaranty, this Agreement under the Loan Documents; (vi) the release of Borrower or any other Loan Document, (c) the existence, value person from performance or condition of, or failure to perfect a Lien, if any, against, observance of any security for or other guaranty of the US Borrower Guaranteed Obligations agreements, covenants, terms or conditions contained in any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any Loan Documents by operation of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible payment, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equityLender’s voluntary act, or otherwise; (vii) the release or substitution in whole or in part, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment Note or other evidence of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time debt issued pursuant to the Administrative Agent Loan Documents; or (viii) Lender’s failure to record any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and(or improper recording or filing of any thereof) or to otherwise perfect, but protect, secure or insure any security interest or lien given as security for this US Borrower Guaranty the Note or other evidence of indebtedness under the Loan Documents; and in any of such waiverscases, the Administrative Agent whether with or without notice to Guarantor and the Lenders would decline to enter into this Agreementwith or without consideration.

Nature of Guaranty. The US Borrower Company agrees that this US Borrower Guaranty is ------------------ a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian any such Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, its Lien against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), ) or (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower Company that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible paymentpayment and performance, in full, of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower The Company expressly waives all rights it may now or in the future have under any statute (including, including without limitation, limitation North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor such Borrower or any other party or against any security for or other guaranty of the payment and performance of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US BorrowerCompany. To the extent permitted by law, the US Borrower The Company further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian any such Borrower, the US Borrower, any other guarantor Company or any other party or any security for the payment and performance of the US Borrower Guaranteed Obligations. The US Borrower Company agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent Agents and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower Each Guarantor agrees that this US Borrower the Guaranty provided for in Section 7.1 is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this US Borrower the Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower the Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender Bank with respect to any of the provisions of this US Borrower the Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, its lien against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender Bank in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), ) or (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower each Guarantor that its obligations under this US Borrower the Guaranty shall not be discharged until the final and indefeasible paymentpayment and performance, in full, of the US Borrower Guaranteed Obligations and the termination of the CommitmentsCredit Facility. To the extent permitted by law, the US Borrower Each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender Bank to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor Borrower or any other party or against any security for or other guaranty of the payment and performance of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US BorrowerGuarantors. To the extent permitted by law, the US Borrower Each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender Bank to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor Borrower or any other party or any security for the payment and performance of the US Borrower Guaranteed Obligations. The US Borrower Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender Bank which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such LenderBank, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower the Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower the Guaranty, unless the Administrative Agent and the Required Lenders Bank have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower the Guaranty and such waivers, the Administrative Agent and the Lenders Bank would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower agrees that this US Borrower This Guaranty Agreement is a continuingintended to be an irrevocable, unconditional absolute, continuing guaranty of payment and is not a guaranty of collection. This Guaranty Agreement may not be revoked by any Guarantor; PROVIDED, HOWEVER, if, according to applicable Legal Requirements, it shall ever be determined or held that a guarantor under a continuing guaranty such as this Guaranty Agreement shall have the absolute right, notwithstanding the express agreement of such a guarantor otherwise, to revoke such guaranty as to Guaranteed Debt which has then not yet arisen, then any Guarantor may deliver to Administrative Agent written notice, in addition to giving such notice as provided in SECTION 5.2 hereof, that such Guarantor will not be liable hereunder for any Guaranteed Debt created, incurred, or arising after the giving of such notice, and that its obligations under this US Borrower Guaranty shall such notice will be primaryeffective as to such Guarantor from and after (but not before) such times as said written notice is actually delivered to, absolute and unconditional, irrespective ofin addition to giving such notice as provided in SECTION 5.2 hereof, and unaffected received by (a) the genuinenessand receipted for in writing by Administrative Agent; PROVIDED THAT such notice shall not in anywise affect, validity, regularity, enforceability or any future amendment ofimpair, or change in, this Agreement or limit the liability and responsibility of any other Loan Document person or any other agreement, document or instrument to which the Canadian Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender entity with respect to any of the provisions of this US Borrower GuarantyGuaranteed Debt theretofore existing or thereafter existing, this Agreement or any other Loan Documentarising, (c) the existencerenewed, value or condition ofextended, or failure to perfect a Lienmodified; PROVIDED, if anyFURTHER, againstthat such notice shall not affect, any security for or other guaranty of the US Borrower Guaranteed Obligations or any actionimpair, or release the absence liability and responsibility of any actionsuch Guarantor with respect to Guaranteed Debt created, by the Administrative Agent incurred, or any Lender arising (or in respect of such security any Guaranteed Debt agreed or guaranty (contemplated, in any respect, to be created, whether advanced or not and whether committed to by the Loan Parties or not, including, without limitation, any discretionary advances or extensions of credit which may be made by any Loan Party at its option in the release future under any type of loan or credit agreement, arrangement, or undertaking) prior to the receipt of such notice by Administrative Agent as aforesaid, or in respect of any renewals, extensions, or modifications of such security Guaranteed Debt, or guaranty)in respect of interest or costs of collection thereafter accruing on or with respect to such Guaranteed Debt, or with respect to attorneys' fees thereafter becoming payable hereunder with respect to such Guaranteed Debt, and shall continue to be effective with respect to any Guaranteed Debt arising or created after any attempted revocation by any Guarantor. The fact that at any time or from time to time the Guaranteed Debt may be increased, reduced, or paid in full shall not release, discharge, or reduce the obligation of Guarantors with respect to indebtedness or obligations of Borrower to the Loan Parties thereafter incurred (d) any structural change in, restructuring of or other similar change Guaranteed Debt thereafter arising) under the Credit Agreement, the Notes, or otherwise. This Guaranty Agreement may be enforced by the Loan Parties and any subsequent holder of the Canadian Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower that its obligations under this US Borrower Guaranty Guaranteed Debt and shall not be discharged until by the final and indefeasible payment, in full, assignment or negotiation of all or part of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this AgreementDebt.

Nature of Guaranty. The US Borrower agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which the Canadian UK Borrower is or may become a party, (b) the absence of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, this Agreement or any other Loan Document, (c) the existence, value or condition of, or failure to perfect a Lien, if any, against, any security for or other guaranty of the US Borrower IKON Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty), (d) any structural change in, restructuring of or other similar change of the Canadian UK Borrower or any of its Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by the US Borrower that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible payment, in full, of the US Borrower IKON Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower IKON Guaranteed Obligations against the Canadian UK Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower IKON Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower IKON Guaranteed Obligations against the Canadian UK Borrower, the US Borrower, any other guarantor or any other party or any security for the payment of the US Borrower IKON Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this Agreement.

Nature of Guaranty. The US Borrower agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by (a) The obligations of the genuinenessGuarantor hereunder are primary and not as surety only, validityand this Guaranty constitutes a guarantee of payment when due and owing only. The Guarantor expressly waives any legal obligations, regularityduty or necessity for any person or entity to proceed first against Obligor or to exhaust any remedy it may have against Obligor. The obligations of the Guarantor hereunder shall not be subject to any counterclaim, enforceability setoff, deduction or defense based upon any claim the Guarantor or Obligor may have against the Guaranteed Party (other than any claim that Obligor has under the LLC Agreement) or any future amendment of, or change in, this Agreement or any other Loan Document or any other agreement, document or instrument to which of its Affiliates and shall remain in full force and effect until the Canadian Borrower is or may become a party, (b) the absence full and final payment and satisfaction of any action to enforce this US Borrower Guaranty, this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any all of the provisions of this US Borrower GuarantyObligations. Neither the Guarantor nor any Obligations hereunder shall be released, this Agreement discharged or in any other Loan Documentway affected by, (c) the existence, value any circumstance or condition of(whether or not the Guarantor shall have any knowledge or EXECUTION COPY notice thereof), or failure to perfect a Lien, if any, against, any security for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation: (i) any waiver, consent, change, extension, indulgence or other action or inaction under or in respect of any Obligation, whether or not Obligor or the Guarantor have notice or knowledge of any of the foregoing; (ii) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution or similar proceeding with respect to Obligor or the Guarantor; (iii) any amendment to, or assignment or other transfer of, the release of any such security LLC Agreement by the Guaranteed Party or guaranty), Obligor; (div) any structural change inlien, restructuring of charge, restriction or encumbrance on or affecting Obligor’s estate; (v) any sale or other similar change disposition of all or any part of the Canadian Borrower capital stock or assets of Obligor; (vi) any of its Subsidiaries payment by Obligor which is received by Obligor’s trustee in bankruptcy; or (evii) any other action or circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by guarantor (other than the US Borrower that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible payment, payment in full, full of the US Borrower Guaranteed Obligations and the termination of the Commitments. To the extent permitted by law, the US Borrower expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar lawObligations), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, any other guarantor or any other party or against any security for or other guaranty of the payment of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, the US Borrower. To the extent permitted by law, the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, the US Borrower, any other guarantor or any other party or any security for the payment of the US Borrower Guaranteed Obligations. The US Borrower agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into this Agreement.