Common use of Modification of Loan Documents, etc Clause in Contracts

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrower, any other guarantor or the Borrower to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrower, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party Lender shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrowerany other Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party The Lender shall not incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair impair, limit or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Loan Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person ofPerson, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral Collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have Lender has been granted a Lien, to secure any Indebtedness indebtedness of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLender; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party;Lender; or (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrower, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretionLender.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining forebearance from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Credit Agreement or the other Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantorGuarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement or any other Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the any sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other any Secured Parties Party have been granted a Lien, to secure any Indebtedness of any Guarantor, the U.S. Borrower, Borrower or any other guarantor or the Borrower Person to the Administrative Agent or the other Secured Parties; (f) the any release of anyone who may be liable in any manner for the payment of any amounts owed by any Guarantor, the U.S. Borrower, Borrower or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of any Guarantor, the U.S. Borrower, Borrower or any other guarantor or the Borrower Person are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by any Guarantor, the U.S. Borrower, Borrower or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party on account of the Guaranteed Obligations in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. consent of, or notice to, the US Borrower as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guaranty: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater US Borrower Guaranteed Obligations; , (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; , (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; , (d) any extension extend or waiver of waive the time for performance by the U.S. US Borrower, any other guarantor, the Canadian Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this US Borrower Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; , (e) the taking take and holding of hold security or collateral for the payment of the Bowater US Borrower Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have any Lender has been granted a Lien, to secure any Indebtedness of the U.S. US Borrower, any other guarantor or the Canadian Borrower to the Administrative Agent or the other Secured Parties; any Lender, (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. US Borrower, any other guarantor or the Canadian Borrower to the Administrative Agent or any other Secured Party; Lender, (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. US Borrower, any other guarantor or the Canadian Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or Lender or (h) any application of apply any sums by whomever paid or however realized to any Bowater US Borrower Guaranteed Obligations owing by the U.S. US Borrower, any other guarantor or the Canadian Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to the US Borrower as a result thereof, and no such action shall impair or release the obligations of the US Borrower under this US Borrower Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party Lender shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Credit Agreement or any other Loan DocumentsDocument; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantor, the Borrower Guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement or any other Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness of the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or the other Secured PartiesLenders; (f) the any release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured PartyLender; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guaranty: Guarantor (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; , (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; , (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; , (d) any extension extend or waiver of waive the time for performance by the U.S. BorrowerGuarantor, any other guarantor, the such Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; , (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrower, Guarantor or any other guarantor or the such Borrower to the Administrative any Agent or the other Secured Parties; Lenders, (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, Guarantor or any other guarantor or the such Borrower to the Administrative any Agent or any other Secured Party; Lender, (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, Guarantor or any other guarantor or the such Borrower are subordinated to the claims of the Administrative any Agent or any other Secured Party; or Lender or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, Guarantor or any other guarantor or the such Borrower to the Administrative any Agent or any other Secured Party Lender on account of the Obligations in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to the Guarantor as a result thereof, and no such action shall impair or release the obligations of the Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantyGuarantors: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this the Loan Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Agreement or the other Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Loan Agreement or any other Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral (including, without limitation, the Collateral) for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property (including, without limitation, the Collateral) pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to any Guarantor as a result thereof, and no such action shall impair or release the obligations of any Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement, any other Loan Document, any Secured Cash Management Agreement or the other Loan Documents any Secured Hedge Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the any Loan DocumentsDocument, any Secured Cash Management Agreement or any Secured Hedge Agreement; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, a Secured Cash Management Agreement or a Secured Hedge Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrowerany Guarantor, any other guarantor or guarantor, the Borrower or any other Person to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower as a result of any of the following, and none None of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Credit Agreement or any other Loan DocumentsDocument; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantorGuarantor, the Borrower any Subsidiary Guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement or any other Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness of the U.S. Borrower, any Guarantor, any Subsidiary Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or the other Secured PartiesLenders; (f) the any release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any Guarantor, any Subsidiary Guarantor, any other guarantor or the Borrower Person to the Administrative Agent or any Lender other Secured Partythan pursuant to Section 4.16, it being understood that the release of a Guarantor pursuant to Section 4.16 shall not release any other Guarantor from its obligations hereunder; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any Guarantor, any Subsidiary Guarantor or any other guarantor or the Borrower Person are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations obligations owing by the U.S. Borrower, any Guarantor, any Subsidiary Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party Lender in such manner as accordance with the Administrative Agent or any other Secured Party shall determine in its reasonable discretionterms of the Credit Agreement.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Credit Party shall incur any liability to the U.S. Borrower Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this Agreement or the any other Loan Documents Document in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the any Loan DocumentsDocument; (d) any extension or waiver of the time for performance by the U.S. BorrowerGuarantor, any other guarantor, the Borrower Borrowers or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Credit Parties have been granted a Lien, to secure any Indebtedness of the U.S. BorrowerGuarantor, any other guarantor or the Borrower Borrowers to the Administrative Agent or the other Secured Credit Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. BorrowerGuarantor, any other guarantor or the Borrower Borrowers to the Administrative Agent or any other Secured Credit Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. BorrowerGuarantor, any other guarantor or the Borrower Borrowers are subordinated to the claims of the Administrative Agent or any other Secured Credit Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. BorrowerGuarantor, any other guarantor or the Borrower Borrowers to the Administrative Agent or any other Secured Credit Party in such manner as the Administrative Agent or any other Secured Credit Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantyGuarantors: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. Borrower, any other guarantorGuarantors, the Borrower or any other Person of, or compliance with, any term, covenant or agreement (other than this Guaranty) on its part to be performed or observed under a Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrower, any other guarantor Guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any other guarantor Guarantors or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any other guarantor Guarantors or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, any other guarantor Guarantors or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to the Guarantors as a result thereof, and no such action shall impair or release the obligations of the Guarantors under this Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement, any other Loan Document, any Cash Management Agreement or the other Loan Documents any Hedge Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the any Loan DocumentsDocument, any Cash Management Agreement or any Hedge Agreement; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, a Cash Management Agreement or a Hedge Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and and, to the fullest extent permitted by law, none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents or Hedging Agreements in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Loan DocumentsDocuments or Hedging Agreements; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the any Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument or Hedging Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrowerany Guarantor, any other guarantor or the any Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower Borrowers to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the any Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Guarantor, any other guarantor or the any Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Lender Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this Agreement or the Credit Agreement, any other Loan Documents Document or any Hedging Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, to or modification of, in any manner whatsoever, the Credit Agreement, any other Loan DocumentsDocument or any Hedging Agreement; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement, any other Loan DocumentDocument or any Hedging Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Lender Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured Lender Parties; (f) the any release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Lender Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Lender Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Lender Party in such manner as the Administrative Agent or any other Secured Lender Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. consent of, or notice to, each Borrower as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guaranty: Guarantor (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater any Borrower Guaranteed Obligations; , (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; , (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; , (d) any extension extend or waiver of waive the time for performance by the U.S. any Borrower, any other guarantor, the Borrower guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than its Borrower Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; , (e) the taking take and holding of hold security or collateral for the payment of the Bowater its Borrower Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the any other Secured Parties have Guaranteed Party has been granted a Lien, to secure any Indebtedness of the U.S. Borrower, any Borrower Guarantor or any other guarantor or the Borrower to the Administrative Agent or the any other Secured Parties; Guaranteed Party, (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any Borrower Guarantor or any other guarantor or the Borrower to the Administrative Agent or any other Secured Guaranteed Party; , (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, such Borrower Guarantor or any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or Guaranteed Party or (h) any application of apply any sums by whomever paid or however realized to any Bowater Borrower Guaranteed Obligations owing by the U.S. Borrower, any Borrower Guarantor or any other guarantor or the Borrower to the Administrative Agent or any other Secured Guaranteed Party in such manner as the Administrative Agent or any other Secured Guaranteed Party shall determine in its reasonable discretion; then neither the Administrative Agent nor any other Guaranteed Party shall incur any liability to any Borrower Guarantor as a result thereof, and no such action shall impair or release the obligations of any Borrower Guarantor under its Borrower Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement, any other Loan Document, any Cash Management Agreement or the other Loan Documents any Hedge Agreement in the exercise of any remedy, power or privilege 60009077_4 contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the any Loan DocumentsDocument, any Cash Management Agreement or any Hedge Agreement; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, a Cash Management Agreement or a Hedge Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative ---------------------------------- Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guaranty: Company (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; , (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; , (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; , (d) any extension extend or waiver of waive the time for performance by the U.S. BorrowerCompany, any other guarantor, the such Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; , (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrower, Company or any other guarantor or the such Borrower to the Administrative any Agent or the other Secured Parties; Lenders, (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, Company or any other guarantor or the such Borrower to the Administrative any Agent or any other Secured Party; Lender, (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, Company or any other guarantor or the such Borrower are subordinated to the claims of the Administrative any Agent or any other Secured Party; or Lender or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, Company or any other guarantor or the such Borrower to the Administrative any Agent or any other Secured Party Lender on account of the Obligations in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to the Company as a result thereof, and no such action shall impair or release the obligations of the Company under this Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower as a result of any of the following, and none None of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Credit Agreement or any other Loan DocumentsDocument; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantorParental Entity Guarantor, the Borrower any Guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement or any other Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the any sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness of the U.S. Borrower, any Parental Entity Guarantor, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or the other Secured PartiesLenders; (f) the any release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any Parental Entity Guarantor, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any Lender other Secured Partythan pursuant to Section 4.16, it being understood that the release of a Guarantor pursuant to Section 4.16 shall not release any other Guarantor from its obligations hereunder; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any Parental Entity Guarantor, any Guarantor or any other guarantor or the Borrower Person are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations obligations owing by the U.S. Borrower, any Parental Entity Guarantor, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party Lender in such manner as accordance with the Administrative Agent or any other Secured Party shall determine in its reasonable discretionterms of the Loan Documents.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty Agreement or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower GuarantyAgreement: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this Agreement or the Credit Agreement, the other Loan Documents Documents, the Secured Hedge Agreements or the Secured Cash Management Agreements in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the any Loan DocumentsDocument, Secured Hedge Agreement or any Secured Cash Management Agreement; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantorGuarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrower, any other guarantor Guarantor or the Borrower to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any other guarantor Guarantor or the Borrower to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any other guarantor Guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrower, any other guarantor Guarantor or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantyGuarantors: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. Borrower, any other guarantorGuarantors, the Borrower or any other Person of, or compliance with, any term, covenant or agreement (other than this Guaranty) on its part to be performed or observed under a Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrower, any other guarantor Guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any other guarantor Guarantors or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any other guarantor Guarantors or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, any other guarantor Guarantors or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to the Guarantors as a result thereof, and no such action shall impair or release the obligations of the Guarantors under this Agreement.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall, in compliance with the terms and conditions of this Agreement, at any other Secured Party shall incur any liability time or from time to the U.S. Borrower as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guarantytime: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. Domestic Borrower, any other guarantorthe Canadian Borrower, the Borrower Material Subsidiaries or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Domestic Borrower Guaranty Agreement), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have any Lender has been granted a Lien, to secure any Indebtedness Debt of the U.S. Domestic Borrower, any other guarantor the Canadian Borrower or the Borrower Material Subsidiaries to the Administrative Agent or the other Secured Partiesany Lender; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Domestic Borrower, any other guarantor the Canadian Borrower or the Borrower Material Subsidiaries to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Domestic Borrower, any other guarantor the Canadian Borrower or the Borrower Material Subsidiaries are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Domestic Borrower, any other guarantor the Canadian Borrower or the Borrower Material Subsidiaries to the Administrative Agent or any other Secured Party Lender on account of the Obligations in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to the Domestic Borrower as a result thereof, and no such action shall impair or release the obligations of the Domestic Borrower under this Domestic Borrower Guaranty Agreement.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party Lender shall incur any liability to the U.S. Borrower as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Belgian Borrower Guaranteed Obligations; (b) any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantor, the Belgian Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Belgian Borrower Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness of the U.S. Borrower, any other guarantor or the Belgian Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any other guarantor or the Belgian Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any other guarantor or the Belgian Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of any sums by whomever paid or however realized to any Bowater Belgian Borrower Guaranteed Obligations owing by the U.S. Borrower, any other guarantor or the Belgian Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party The Lender shall not incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair impair, limit or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Loan Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrowereither Guarantor, any other guarantor, the Borrower or any other Person ofPerson, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral Collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have Lender has been granted a Lien, to secure any Indebtedness indebtedness of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLender; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party;Lender; or (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrower, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretionLender.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Subsidiary Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Subsidiary Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement, any other Loan Document, any Cash Management Agreement or the other Loan Documents any Hedge Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the any Loan DocumentsDocument, any Cash Management Agreement or any Hedge Agreement; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor, the either Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, a Cash Management Agreement or a Hedge Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrowerany Subsidiary Guarantor, any other guarantor guarantor, either Borrower or the Borrower any other Person to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the either Borrower to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the either Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the either Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty Agreement or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower GuarantyAgreement: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this Agreement or the Credit Agreement, the other Loan Documents Documents, the Hedging Agreements or the Cash Management Agreements in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the any Loan DocumentsDocument, any Hedging Agreement or any Cash Management Agreement; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the either Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, Hedging Agreement or Cash Management Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrower, any other guarantor Guarantor or the Borrower to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any other guarantor Guarantor or the Borrower to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any other guarantor Guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrower, any other guarantor Guarantor or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor Lender shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantyGuarantor: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. BorrowerGuarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have Lender has been granted a Lien, to secure any Indebtedness Debt of the U.S. BorrowerGuarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLender; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. BorrowerGuarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. BorrowerGuarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. BorrowerGuarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then the Lender shall incur no liability to the Guarantor as a result thereof, and no such action shall impair or release the obligations of the Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this Agreement or the Credit Agreement, the other Loan Documents or any agreement governing Bank Products (including, without limitation, any Hedging Agreement) in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Loan DocumentsDocuments or any agreement governing Bank Products (including, without limitation, any Hedging Agreement); (d) any extension or waiver of the time for performance by the U.S. Borrowerany Guarantor, any other guarantorguarantor of the Guaranteed Obligations, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument or any agreement governing Bank Products (including, without limitation, any Hedging Agreement), or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrowerany Guarantor, any other guarantor or of the Guaranteed Obligations, the Borrower or any other Person to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor of the Guaranteed Obligations or the Borrower to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor of the Guaranteed Obligations or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Guarantor, any other guarantor of the Guaranteed Obligations or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantyGuarantors: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to any Guarantor as a result thereof, and no such action shall impair or release the obligations of any Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party Lender shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or the waiver of or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Credit Agreement or the other Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantor, the Borrower Guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement or any other Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the any sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties any Lender have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or the other Secured PartiesLenders; (f) the any release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured PartyLender; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party Lender on account of the Guaranteed Obligations in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party Lender shall incur any liability to the U.S. Borrower any Subsidiary Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Subsidiary Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness of the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Credit Agreement or any other Loan DocumentsDocument; (d) any extension or waiver of the time for performance by the U.S. BorrowerCompany, any other guarantor, the Borrower Guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement or any other Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. BorrowerCompany, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or the other Secured Parties; (f) the any release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. BorrowerCompany, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. BorrowerCompany, any Guarantor or any other guarantor or the Borrower Person are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. BorrowerCompany, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantyGuarantors: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. Borrower, any other guarantorGuarantors, the Borrower or any other Person of, or compliance with, any term, covenant or agreement (other than this Guaranty) on its part to be performed or observed under a Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrower, any other guarantor Guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any other guarantor Guarantors or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any other guarantor Guarantors or the Borrower are subordinated to the claims of the Administrative any Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, any other guarantor Guarantors or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Agent nor any Lender shall incur any liability to the Guarantors as a result thereof, and no such action shall impair or release the obligations of the Guarantors under this Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Collateral Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty Agreement or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower GuarantyAgreement: (a) any change or extension of the manner, place or terms of payment of, of or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this Agreement or the Credit Agreement, any other Loan Documents Document or any Secured Hedge Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the any Loan DocumentsDocument, any Secured Cash Management Agreement or any Secured Hedge Agreement; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantor, the Borrower Guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, any Secured Cash Management Agreement or Secured Hedge Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Collateral Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrower, any other guarantor or the Borrower Guarantor to the Administrative Collateral Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any other Guarantor or any other guarantor or the Borrower to the Administrative Collateral Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any other Guarantor or any other guarantor or the Borrower are subordinated to the claims of the Administrative Collateral Agent or any other Secured Party; or (h) any application of any sums by whomever whoever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrower, any other Guarantor or any other guarantor or the Borrower to the Administrative Collateral Agent or any other Secured Party in such manner as the Administrative Collateral Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor Agents or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantyGuarantor: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. BorrowerGuarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent Agents or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrower, any other guarantor or the Borrower to the Administrative Agent Agents or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. BorrowerGuarantor, any other guarantor or the Borrower to the Administrative Agent Agents or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. BorrowerGuarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent Agents or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. BorrowerGuarantor, any other guarantor or the Borrower to the Administrative Agent Agents or any other Secured Party Lender in such manner as the Administrative Agent Agents or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Agents nor any Lender shall incur any liability to the Guarantor as a result thereof, and no such action shall impair or release the obligations of the Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guaranty: Guarantor (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; , (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; , (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; , (d) any extension extend or waiver of waive the time for performance by the U.S. BorrowerGuarantor, any other guarantor, the such Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; , (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrower, Guarantor or any other guarantor or the such Borrower to the Administrative Agent or the other Secured Parties; Lenders, (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, Guarantor or any other guarantor or the such Borrower to the Administrative Agent or any other Secured Party; Lender, (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, Guarantor or any other guarantor or the such Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or Lender or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, Guarantor or any other guarantor or the such Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.the

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Credit Agreement or any other Loan DocumentsDocument; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantor, the Borrower Guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement or any other Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or the other Secured Parties;; CHAR2\1570214v4 (f) the any release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantyGuarantor: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Guarantor Obligations; (b) take any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Credit Agreement or the other Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. BorrowerGuarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement or any other Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Guarantor Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. BorrowerGuarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. BorrowerGuarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. BorrowerGuarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Guarantor Obligations owing by the U.S. BorrowerGuarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to the Guarantor as a result thereof, and no such action shall impair or release the obligations of the Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Subsidiary Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Subsidiary Guaranty or any of the obligations of the U.S. Borrower any Subsidiary Guarantor under this U.S. Borrower Subsidiary Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement, any other Loan Document, any Specified Hedge Agreement or the other Loan Documents any Specified Cash Management Arrangement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Credit Agreement, any other Loan DocumentsDocument, any Specified Hedge Agreement or any Specified Cash Management Arrangement; (d) any extension or waiver of the time for performance by Holdings, the U.S. Borrower, any Subsidiary Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement, any other Loan Document, any Specified Hedge Agreement or any Specified Cash Management Arrangement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of Holdings, the U.S. Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by Holdings, the U.S. Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of Holdings, the U.S. Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by Holdings, the U.S. Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guaranty: Guarantor (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; , (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; , (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; , (d) any extension extend or waiver of waive the time for performance by the U.S. BorrowerGuarantor, any other guarantor, the such Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; , (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrower, Guarantor or any other guarantor or the such Borrower to the Administrative Agent or the other Secured Parties; Lenders, (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, Guarantor or any other guarantor or the such Borrower to the Administrative Agent or any other Secured Party; Lender, (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, Guarantor or any other guarantor or the such Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or Lender or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, Guarantor or any other guarantor or the such Borrower to the Administrative Agent or any other Secured Party Lender on account of the Obligations in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to the Guarantor as a result thereof, and no such action shall impair or release the obligations of the Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party Lender shall incur any liability to the U.S. Borrower any Subsidiary Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Subsidiary Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantorSubsidiary Guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness of the U.S. Borrower, any other guarantor Subsidiary Guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any other guarantor Subsidiary Guarantor or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any other guarantor Subsidiary Guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrower, any other guarantor Subsidiary Guarantor or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Credit Agreement or any other Loan DocumentsDocument; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantor, the Borrower Guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement or any other Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or the other Secured Parties; (f) the any release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party;; CHAR2\1571985v3 (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Guaranteed Party shall incur any liability to the U.S. Borrower any Subsidiary Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Subsidiary Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement, any other Loan Document, any Cash Management Agreement or the other Loan Documents any Hedging Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Credit Agreement, any other Loan DocumentsDocument, any Cash Management Agreement or any Hedging Agreement; (d) any extension or waiver of the time for performance by the U.S. any Borrower, any Subsidiary Guarantor, any other guarantor, the Borrower guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement, any other Loan Document, any Cash Management Agreement or any Hedging Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Guaranteed Parties have been granted a Lien, to secure any Indebtedness of the U.S. any Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person to the Administrative Agent or the other Secured Guaranteed Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. any Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person to the Administrative Agent or any other Secured Guaranteed Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. any Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person are subordinated to the claims of the Administrative Agent or any other Secured Guaranteed Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. any Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person to the Administrative Agent or any other Secured Guaranteed Party in such manner as the Administrative Agent or any other Secured Guaranteed Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Tranche A Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guaranty: (a) any Guarantor: change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) ; take any action under or in respect of this Agreement or the other Loan Documents Operative Agreements in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, ; amend or modification ofmodify, in any manner whatsoever, the Loan Documents; (d) any extension Operative Agreements; extend or waiver of waive the time for performance by the U.S. Borrower, any other guarantorGuarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Documentan Operative Agreement (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking ; take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Tranche A Lenders have been granted a Lien, to secure any Indebtedness indebtedness or other obligation of the U.S. Borrower, any other guarantor Guarantor or the Borrower to the Administrative Agent or the other Secured Parties; (f) the Tranche A Lenders; release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any other guarantor Guarantor or the Borrower to the Administrative Agent or any other Secured Party; (g) any modification Tranche A Lender; modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any other guarantor Guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyTranche A Lender; or (h) any application of or apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, any other guarantor Guarantor or the Borrower to the Administrative Agent or any other Secured Party Tranche A Lender in such manner as the Administrative Agent or any other Secured Party Tranche A Lender shall determine in its reasonable discretion; then neither the Agent nor any Tranche A Lender shall incur any liability to the Guarantor as a result thereof, and no such action shall impair or release the obligations of the Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantyGuarantors: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; 97 then neither the Agent nor any Lender shall incur any liability to any Guarantor as a result thereof, and no such action shall impair or release the obligations of any Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed ObligationsLiabilities; (b) any action under or in respect of this the Credit Agreement, any other Loan Document, any Secured Hedge Agreement or the other Loan Documents any Secured Cash Management Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the any Loan DocumentsDocument, any Secured Hedge Agreement or any Secured Cash Management Agreement; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations Liabilities or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations Liabilities owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party Lender shall incur any liability to the U.S. Borrower Parent Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Parent Guaranty or any of the obligations of the U.S. Borrower Parent Guarantor under this U.S. Borrower Parent Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained herein or therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of this Agreement or the other Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Parent Guarantor, the Borrower, any other guarantor, the Borrower Subsidiary Guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a this Agreement or any other Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the any sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have any Lender has been granted a Lien, to secure any Indebtedness of the U.S. Parent Guarantor, the Borrower, any Subsidiary Guaranty or any other guarantor or the Borrower Person to the Administrative Agent or the other Secured Partiesany Lender; (f) the any release of anyone any Person who may be liable in any manner for the payment of any amounts owed by the U.S. Parent Guarantor, the Borrower, any Subsidiary Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured PartyLender; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Parent Guarantor, the Borrower, any Subsidiary Guarantor or any other guarantor or the Borrower Person are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Parent Guarantor, the Borrower, any Subsidiary Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party Lender on account of the Guaranteed Obligations in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Subsidiary Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Subsidiary Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement, any other Loan Document, any Cash Management Agreement or the other Loan Documents any Hedging Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the any Loan DocumentsDocument, any Cash Management Agreement or any Hedging Agreement; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, a Cash Management Agreement or a Hedging Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If Agent or Lenders shall at any time or from time to time, with or without the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower as a result of any of the followingconsent of, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guarantynotice to, Guarantors: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. BorrowerGuarantors, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement (other than this guaranty) on its part to be performed or observed under a Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrower, any other guarantor Guarantors or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any other guarantor Guarantors or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any other guarantor Guarantors or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, any other guarantor Guarantors or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither Agent nor any Lender shall incur any liability to Guarantors as a result thereof, and no such action shall impair or release the obligations of Guarantors hereunder.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Subsidiary Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Subsidiary Guaranty or any of the obligations of the U.S. Borrower any Subsidiary Guarantor under this U.S. Borrower Subsidiary Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement, any other Loan Document, any Specified Hedge Agreement or the other Loan Documents any Specified Cash Management Arrangement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Credit Agreement, any other Loan DocumentsDocument, any Specified Hedge Agreement or any Specified Cash Management Arrangement; (d) any extension or waiver waiver. of the time for performance by the U.S. Parent, the Borrower, any Subsidiary Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement, any other Loan Document, any Specified Hedge Agreement or any Specified Cash Management Arrangement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Parent, the Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Parent, the Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant pursuant, to which claims of other creditors of the U.S. Parent, the Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Parent, the Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantyGuarantors: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Agent nor any Lender shall incur any liability to any Guarantor as a result thereof, and no such action shall impair or release the obligations of any Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower Holdings as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Holdings Guaranty or any of the obligations of the U.S. Borrower Holdings under this U.S. Borrower Holdings Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement, any other Loan Document, any Specified Hedge Agreement or the other Loan Documents any Specified Cash Management Arrangement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Credit Agreement, any other Loan DocumentsDocument, any Specified Hedge Agreement or any Specified Cash Management Arrangement; (d) any extension or waiver of the time for performance by Holdings, the U.S. Borrower, any Subsidiary Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement, any other Loan Document, any Specified Hedge Agreement or any Specified Cash Management Arrangement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of Holdings, the U.S. Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by Holdings, the U.S. Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of Holdings, the U.S. Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by Holdings, the U.S. Borrower, any Subsidiary Guarantor, any other guarantor or the Borrower any other Person to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower Parent Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Parent Guaranty or any of the obligations of the U.S. Borrower Parent Guarantor under this U.S. Borrower Parent Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Loan Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Loan Documents; (d) any extension or waiver of the time for performance by the U.S. BorrowerParent Guarantor, any Subsidiary Guarantor, any other guarantorguarantor of the Guaranteed Obligations, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness debt of the U.S. BorrowerParent Guarantor, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or the Borrower to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. BorrowerParent Guarantor, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or the Borrower to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. BorrowerParent Guarantor, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. BorrowerParent Guarantor, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. consent of, or notice to, the US Borrower as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guaranty: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater IKON Guaranteed Obligations; , (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; , (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; , (d) any extension extend or waiver of waive the time for performance by the U.S. US Borrower, any other guarantor, the UK Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this US Borrower Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; , (e) the taking take and holding of hold security or collateral for the payment of the Bowater IKON Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have any Lender has been granted a Lien, to secure any Indebtedness of the U.S. US Borrower, any other guarantor or the UK Borrower to the Administrative Agent or the other Secured Parties; any Lender, (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. US Borrower, any other guarantor or the UK Borrower to the Administrative Agent or any other Secured Party; Lender, (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. US Borrower, any other guarantor or the UK Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or Lender or (h) any application of apply any sums by whomever paid or however realized to any Bowater IKON Guaranteed Obligations owing by the U.S. US Borrower, any other guarantor or the UK Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to the US Borrower as a result thereof, and no such action shall impair or release the obligations of the US Borrower under this US Borrower Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Credit Agreement or any other Loan DocumentsDocument; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantor, the Borrower Guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement or any other Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or the other Secured Parties; (f) the any release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Guaranteed Party shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed ObligationsLiabilities; (b) any action under or in respect of this Agreement or the Credit Agreement, any other Loan Documents Document or any Guaranteed Hedge Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the any Loan DocumentsDocument or any Guaranteed Hedge Agreement; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument or Guaranteed Hedge Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations Liabilities or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Guaranteed Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured Guaranteed Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Guaranteed Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Guaranteed Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations Liabilities owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Guaranteed Party in such manner as the Administrative Agent or any other Secured Guaranteed Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantyGuarantors: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in 25 equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. Borrower, any other guarantorGuarantors, the Borrower or any other Person of, or compliance with, any term, covenant or agreement (other than this Guaranty) on its part to be performed or observed under a Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrower, any other guarantor Guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any other guarantor Guarantors or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any other guarantor Guarantors or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, any other guarantor Guarantors or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to the Guarantors as a result thereof, and no such action shall impair or release the obligations of the Guarantors under this Agreement.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor Agent, the Lenders or Infogrames U.S. shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantyGuarantors: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations, as applicable; (b) any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents or the Infogrames Bridge Loan Documents, as applicable; (d) any extension extend or waiver of waive the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document or a Infogrames Bridge Loan Document, as applicable or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations Obligations, as applicable, or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent Agent, the Lenders or the other Secured Parties Infogrames U.S. have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent Agent, the Lenders or the other Secured PartiesInfogrames U.S.; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent Agent, any Lender or any other Secured PartyInfogrames U.S.; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent Agent, any Lender or any other Secured PartyInfogrames U.S.; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent Agent, any Lender or any other Secured Party Infogrames U.S., as applicable, in such manner as the Administrative Agent Agent, any Lender or any other Secured Party Infogrames U.S. shall determine in its reasonable discretion; then none of the Administrative Agent, any Lender or Infogrames U.S. shall incur any liability to any Guarantor as a result thereof, and no such action shall impair or release the obligations of any Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantyGuarantor: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. BorrowerGuarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. BorrowerGuarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. BorrowerGuarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. BorrowerGuarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. BorrowerGuarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion.;

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Subsidiary Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Subsidiary Guaranty or any of the obligations of the U.S. Borrower any Subsidiary Guarantor under this U.S. Borrower Subsidiary Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents or Hedging Agreements in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in m any manner whatsoever, the Loan DocumentsDocuments or Hedging Agreements; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument or Hedging Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantyGuarantors: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Credit Agreement or the other Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement or any other Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to any Guarantor as a result thereof, and no such action shall impair or release the obligations of any Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantySubsidiary Guarantors: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed ObligationsObliga tions; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan DocumentsDocu ments; (d) any extension extend or waiver of waive the time for performance by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor, the any Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance per formance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the any Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the any Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the any Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the any Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to any Subsidiary Guarantor as a result thereof, and no such action shall impair or release the obligations of any Subsidiary Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantySubsidiary Guarantors: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed ObligationsObliga tions; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan DocumentsDocu- ments; (d) any extension extend or waiver of waive the time for performance by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor, the any Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance per formance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the any Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the any Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the any Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the any Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to any Subsidiary Guarantor as a result thereof, and no such action shall impair or release the obligations of any Subsidiary Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party The Lender shall not incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or the waiver of or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Credit Agreement or the other Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantor, the Borrower Guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement or any other Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the any sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lender have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or the other Secured PartiesLender; (f) the any release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any other guarantor or the Borrower to the Administrative Agent Guarantor or any other Secured PartyPerson to the Lender; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any Guarantor or any other guarantor or the Borrower Person are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, any other guarantor or the Borrower to the Administrative Agent Guarantor or any other Secured Party Person to the Lender on account of the Guaranteed Obligations in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty Agreement or any of the obligations of the U.S. Borrower Guarantor under this U.S. Borrower GuarantyAgreement: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement, any other Loan Document, any Secured Cash Management Agreement or the other Loan Documents any Secured Hedge Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the any Loan DocumentsDocument, any Secured Cash Management Agreement or any Secured Hedge Agreement; (d) any extension or waiver of the time for performance by the U.S. BorrowerGuarantor, any other guarantor, the any Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, a Secured Cash Management Agreement or a Secured Hedge Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. BorrowerGuarantor, any other guarantor guarantor, any Borrower or the Borrower any other Person to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. BorrowerGuarantor, any other guarantor guarantor, any Borrower or the Borrower any other Person to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. BorrowerGuarantor, any other guarantor guarantor, any Borrower or the Borrower any other Person are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. BorrowerGuarantor, any other guarantor guarantor, any Borrower or the Borrower any other Person to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party Lender shall incur any liability to the U.S. Borrower Holdings as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Parent Guaranty or any of the obligations of the U.S. Borrower Holdings under this U.S. Borrower Parent Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained herein or therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of this Agreement or the other Loan Documents; (d) any extension or waiver of the time for performance by Holdings, the U.S. Borrower, any other guarantor, the Borrower Subsidiary Guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a this Agreement or any other Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the any sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have any Lender has been granted a Lien, to secure any Indebtedness of Holdings, the U.S. Borrower, any Subsidiary Guaranty or any other guarantor or the Borrower Person to the Administrative Agent or the other Secured Partiesany Lender; (f) the any release of anyone who may be liable in any manner for the payment of any amounts owed by Holdings, the U.S. Borrower, any Subsidiary Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured PartyLender; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of Holdings, the U.S. Borrower, any Subsidiary Guarantor or any other guarantor or the Borrower Person are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by Holdings, the U.S. Borrower, any Subsidiary Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party Lender on account of the Guaranteed Obligations in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guaranty: Parent Guarantors (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; , (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; , (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; , (d) any extension extend or waiver of waive the time for performance by the U.S. Borrowerany Parent Guarantor, any Subsidiary Guarantor, any other guarantor, the any Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; , (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have any Lender has been granted a Lien, to secure any Indebtedness of the U.S. Borrowerany Parent Guarantor, any Subsidiary Guarantor, any other guarantor or the any Borrower to the Administrative Agent or the other Secured Parties; any Lender, (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Parent Guarantor, any Subsidiary Guarantor, any other guarantor or the any Borrower to the Administrative Agent or any other Secured Party; Lender, (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Parent Guarantor, any Subsidiary Guarantor, any other guarantor or the any Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or Lender or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Parent Guarantor, any Subsidiary Guarantor, any other guarantor or the any Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to any Parent Guarantor as a result thereof, and no such action shall impair or release the obligations of any Parent Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party Lender shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations Obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, the Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the the. release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower Borrower, are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion. .

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair Guarant or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guaranty: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; Obliga tions, (b) take any action under or in respect of this Agreement or the other Loan Documents Docu ments in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; , (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; , (d) any extension extend or waiver of waive the time for performance by the U.S. BorrowerGuarantor, any other guarantor, the such Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; , (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrower, Guarantor or any other guarantor or the such Borrower to the Administrative any Agent or the other Secured Parties; Lenders, (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, Guarantor or any other guarantor or the such Borrower to the Administrative any Agent or any other Secured Party; Lender, (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, Guarantor or any other guarantor or the such Borrower are subordinated to the claims of the Administrative any Agent or any other Secured Party; or Lender or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, Guarantor or any other guarantor or the such Borrower to the Administrative any Agent or any other Secured Party Lender on account of the Obligations in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to the Guarantor as a result thereof, and no such action shall impair or release the obligations of the Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party Lender shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrowerany other Guarantor, any other guarantor, the any Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrowerany Guarantor, any other guarantor or the any Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the any Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the any Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Guarantor, any other guarantor or the any Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party Lender shall incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Credit Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrowerany other Guarantor, any other guarantor, the any Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrowerany Guarantor, any other guarantor or the any Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the any Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the any Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Obligor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Obligor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this Agreement or the Credit Agreement, the other Loan Documents or any Secured Hedging Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Credit Agreement, the other Loan DocumentsDocuments or any Secured Hedging Agreement; (d) any extension or waiver of the time for performance by the U.S. Borrower, any other guarantor, the Borrower Obligor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement, any other Loan DocumentDocument or any Secured Hedging Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the any sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the any other Secured Parties have Party has been granted a Lien, to secure any Indebtedness of the U.S. Borrower, any other guarantor Obligor or the Borrower any other Person to the Administrative Agent or the other Secured Parties; (f) the any release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, any other guarantor Obligor or the Borrower any other Person to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, any other guarantor Obligor or the Borrower any other Person are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, any other guarantor Obligor or the Borrower any other Person to the Administrative Agent or any other Secured Party on account of the Guaranteed Obligations in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party The Lender shall not incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Loan Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoeverwhatsoever (including, without limitation, increases in principal amounts or lending commitments and increases in interest rates, fees or other charges), of the Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person ofPerson, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral Collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have Lender has been granted a Lien, to secure any Indebtedness indebtedness of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLender; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party;Lender; or (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrower, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretionLender.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Obligor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Obligor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this Agreement or the Credit Agreement, the other Loan Documents or any Secured Hedging Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Credit Agreement, the other Loan DocumentsDocuments or any Secured Hedging Agreement; (d) any extension or waiver of the time for performance by the U.S. any Borrower, any other guarantor, the Borrower Obligor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement, any other Loan DocumentDocument or any Secured Hedging Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the any taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the any sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the any other Secured Parties have Party has been granted a Lien, to secure any Indebtedness of the U.S. any Borrower, any other guarantor Obligor or the Borrower any other Person to the Administrative Agent or the other Secured Parties; (f) the any release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. any Borrower, any other guarantor Obligor or the Borrower any other Person to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. any Borrower, any other guarantor Obligor or the Borrower any other Person are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. any Borrower, any other guarantor Obligor or the Borrower any other Person to the Administrative Agent or any other Secured Party on account of the Guaranteed Obligations in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower as a result of any of the following, and none None of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Loan Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoeverwhatsoever (including, without limitation, increases in principal amounts or lending commitments and increases in interest rates, fees or other charges), of the Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person ofPerson, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral Collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have Lender has been granted a Lien, to secure any Indebtedness indebtedness of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or Lender (provided that the other Secured Partiesnet cash proceeds actually received by the Lender from Collateral shall be applied to the Obligations); (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party;Lender; or (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrower, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretionLender.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower Guaranty: Company (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; , (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; , (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; , (d) any extension extend or waiver of waive the time for performance by the U.S. BorrowerCompany, any other guarantor, the such Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; , (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrower, Company or any other guarantor or the such Borrower to the Administrative any Agent or the other Secured Parties; Lenders, (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrower, Company or any other guarantor or the such Borrower to the Administrative any Agent or any other Secured Party; Lender, (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrower, Company or any other guarantor or the such Borrower are subordinated to the claims of the Administrative any Agent or any other Secured Party; or Lender or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrower, Company or any other guarantor or the such Borrower to the Administrative any Agent or any other Secured Party Lender on account of the Obligations in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretion; then neither the Administrative Agent nor any Lender shall incur any liability to the Company as a result thereof, and no such action shall impair or release the obligations of the Company under this Guaranty.

Modification of Loan Documents, etc. Neither If the Administrative Agent nor or the Lenders shall at any other Secured Party shall incur any liability time or from time to time, with or without the U.S. Borrower as a result of any of consent of, or notice to, the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower under this U.S. Borrower GuarantySubsidiary Guarantors: (a) any change or extension of extend the manner, place or terms of payment of, or renewal renew or alteration of alter all or any portion of, the Bowater Guaranteed Obligations; (b) take any action under or in respect of this Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them it at law, in equity or otherwise, or waiver waive or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, amend or modification ofmodify, in any manner whatsoever, the Loan Documents; (d) any extension extend or waiver of waive the time for performance by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan DocumentDocument (other than this Guaranty), or waiver of waive such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking take and holding of hold security or collateral for the payment of the Bowater Guaranteed Obligations or the salesell, exchange, release, disposal dispose of, or other dealing otherwise deal with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties Lenders have been granted a Lien, to secure any Indebtedness Debt of the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLenders; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured PartyLender; (g) any modification modify or termination of terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured PartyLender; or (h) any application of apply any sums by whomever paid or however realized to any Bowater Guaranteed Obligations amounts owing by the U.S. Borrowerany Subsidiary Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party Lender in such manner as the Administrative Agent or any other Secured Party Lender shall determine in its reasonable discretiondiscretion (provided that such application is in accordance with the Credit Agreement); then neither the Administrative Agent nor any Lender shall incur any liability to any Subsidiary Guarantor as a result thereof, and no such action shall impair or release the obligations of any Subsidiary Guarantor under this Guaranty.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party The Lender shall not incur any liability to the U.S. Borrower any Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Loan Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining refrain from exercising any such remedies, powers or privileges; (c) any amendment to, or modification ofmodification, in any manner whatsoever, of the Loan Documents; (d) any extension or waiver of the time for performance by the U.S. Borrowerany Guarantor, any other guarantor, the Borrower or any other Person ofPerson, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral Collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have Lender has been granted a Lien, to secure any Indebtedness indebtedness of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or the other Secured PartiesLender; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. Borrowerany Guarantor, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party;Lender; or (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. Borrowerany Guarantor, any other guarantor or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. Borrower, any other guarantor or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretionLender.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Subsidiary Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Subsidiary Guaranty or any of the obligations of the U.S. Borrower any Subsidiary Guarantor under this U.S. Borrower Subsidiary Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this the Loan Agreement or the other Loan Documents in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Loan Documents; (d) any extension or waiver of the time for performance by any Subsidiary Guarantor, the U.S. BorrowerParent, any other guarantorguarantor of the Guaranteed Obligations, the Borrower or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness debt of any Subsidiary Guarantor, the U.S. BorrowerParent, any other guarantor of the Guaranteed Obligations or the Borrower to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by any Subsidiary Guarantor, the U.S. BorrowerParent, any other guarantor of the Guaranteed Obligations or the Borrower to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of any Subsidiary Guarantor, the U.S. BorrowerParent, any other guarantor of the Guaranteed Obligations or the Borrower are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by any Subsidiary Guarantor, the U.S. BorrowerParent, any other guarantor of the Guaranteed Obligations or the Borrower to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.

Modification of Loan Documents, etc. Neither the Administrative Agent nor any other Secured Party shall incur any liability to the U.S. Borrower any Subsidiary Guarantor as a result of any of the following, and none of the following shall impair or release this U.S. Borrower Guaranty or any of the obligations of the U.S. Borrower any Subsidiary Guarantor under this U.S. Borrower Guaranty: (a) any change or extension of the manner, place or terms of payment of, or renewal or alteration of all or any portion of, the Bowater Guaranteed Obligations; (b) any action under or in respect of this Agreement or the Credit Agreement, any other Loan Documents Document or any Hedging Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges; (c) any amendment to, or modification of, in any manner whatsoever, the Credit Agreement, any other Loan DocumentsDocument or any Hedging Agreement; (d) any extension or waiver of the time for performance by the U.S. any Borrower, any other guarantor, the Borrower Subsidiary Guarantor or any other Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a the Credit Agreement, any other Loan DocumentDocument or any Hedging Agreement, or waiver of such performance or compliance or consent to a failure of, or departure from, such performance or compliance; (e) the taking and holding of security or collateral for the payment of the Bowater Guaranteed Obligations or the sale, exchange, release, disposal of, or other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Secured Parties have been granted a Lien, to secure any Indebtedness of the U.S. any Borrower, any Subsidiary Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or the other Secured Parties; (f) the release of anyone who may be liable in any manner for the payment of any amounts owed by the U.S. any Borrower, any Subsidiary Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party; (g) any modification or termination of the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of the U.S. any Borrower, any Subsidiary Guarantor or any other guarantor or the Borrower Person are subordinated to the claims of the Administrative Agent or any other Secured Party; or (h) any application of any sums by whomever paid or however realized to any Bowater Guaranteed Obligations owing by the U.S. any Borrower, any Subsidiary Guarantor or any other guarantor or the Borrower Person to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion.