AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT dated as of January 31, 2019 among MASONITE INTERNATIONAL CORPORATION, as Canadian Borrower and THE CANADIAN SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO and WELLS FARGO BANK, NATIONAL...Canadian Security Agreement • February 6th, 2019 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
AMENDED AND RESTATED CANADIAN GUARANTEE dated as of January 31, 2019 among MASONITE INTERNATIONAL CORPORATION and THE CANADIAN SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentCanadian Guarantee • February 6th, 2019 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • British Columbia
AMENDED AND RESTATED U.S. GUARANTY dated as of January 31, 2019 among MASONITE CORPORATION, THE OTHER U.S. BORROWERS FROM TIME TO TIME PARTY HERETO, THE U.S. SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, and WELLS FARGO BANK, NATIONAL...u.s. Guaranty • February 6th, 2019 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • New York
Page ARTICLE I U.S. GUARANTY 2 Section 1.01 The U.S. Guaranty. 2 Section 1.02 Guarantee Absolute; Waiver by the U.S. Guarantors. 4 Section 1.03 Payments. 8 Section 1.04 Discharge; Reinstatement in Certain Circumstances. 9 Section 1.05 Security for Guaranty. 10 Section 1.06 Agreement to Pay; Subordination of Subrogation Claims. 10 Section 1.07 Stay of Acceleration. 11 Section 1.08 No Set-Off. 11 ARTICLE II INDEMNIFICATION, SUBROGATION AND CONTRIBUTION 11 Section 2.01 Indemnity and Subrogation. 11 Section 2.02 Contribution and Subrogation. 12 ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS 12 Section 3.01 Representations and Warranties; Certain Agreements. 12 Section 3.02 Information. 12 Section 3.03 Subordination by U.S. Guarantors. 12 ARTICLE IV SET-OFF 13 Section 4.01 Right of Set-Off. 13 ARTICLE V MISCELLANEOUS 13 Section 5.01 Notices. 13 Section 5.02 Benefit of Agreement. 14 Section 5.03 No Waivers; Non-Exclusive Remedies. 14 Section
Guarantee and DebentureGuarantee and Debenture • February 6th, 2019 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members
AMENDED AND RESTATED U.S. SECURITY AGREEMENT dated as of January 31, 2019 among MASONITE CORPORATION, THE OTHER U.S. BORROWERS FROM TIME TO TIME PARTY HERETO, THE U.S. GUARANTORS FROM TIME TO TIME PARTY HERETO, and WELLS FARGO BANK, NATIONAL...u.s. Security Agreement • February 6th, 2019 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members
Page ARTICLE I DEFINITIONS 2 Section 1.01 Terms Defined in the Credit Agreement 2 Section 1.02 Terms Defined in the UCC 2 Section 1.03 Additional Definitions 2 Section 1.04 Terms Generally 10 ARTICLE II SECURITY INTERESTS 10 Section 2.01 Grant of Security Interests 10 Section 2.02 Continuing Liability of Each U.S. Loan Party 12 Section 2.03 Security Interests Absolute 12 Section 2.04 Cash Management; Segregation of Proceeds; U.S. Cash Proceeds Account 14 Section 2.05 U.S. L/C Cash Collateral Account 16 Section 2.06 Investment of Funds in Collateral Accounts 17 ARTICLE III REPRESENTATIONS AND WARRANTIES 17 Section 3.01 Title to Collateral 17 Section 3.02 Validity, Perfection and Priority of Security Interests 18 Section 3.03 Fair Labor Standards Act 18 Section 3.04 Receivables 18 Section 3.05 Deposit Accounts and Securities Accounts 19 Section 3.06 Accounts 19 ARTICLE IV COVENANTS 19 Section 4.01 Delivery of Perfection Certificate; Initial Perfect
