Common use of Authorization; Other Agreements Clause in Contracts

Authorization; Other Agreements. The Guaranteed Parties are hereby authorized, without notice to or demand upon any Guarantor, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments or recoveries from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or from any Guarantor to the Obligations in such order as provided herein whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Party in respect of any of the Obligations, and payment to such Guaranteed Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the DIP Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other DIP Loan Documents) now or hereafter executed by the Borrower Borrowers and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the DIP Obligations, or any part thereof, or any other instrument or agreement in respect of the DIP Obligations (including the other DIP Loan Documents) now or hereafter executed by the Borrower Borrowers and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the DIP Obligations; (d) receive, take and hold additional security or collateral for the payment of the DIP Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the DIP Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the DIP Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the DIP Obligations or any part of them and otherwise deal with the Borrower Borrowers or any other guarantor, maker or endorser; (g) apply to the DIP Obligations any and all payments payment or recoveries recovery (x) from the BorrowerBorrowers, from any other guarantor, maker or endorser of the DIP Obligations or any part of them or (y) from any Guarantor to the Obligations in such order as provided herein herein, in each case whether such DIP Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the DIP Obligations any and all payments payment or recoveries recovery from any Guarantor of the DIP Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the DIP Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsDIP Obligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the DIP Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements, to the fullest extent permitted by applicable law, each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guaranteed Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the Borrower any Guarantor and delivered to the Guaranteed Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon, in each case to the extent permitted by the Loan Documents; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guaranteed Obligations, or any part thereof, or any other instrument or agreement in respect of the Guaranteed Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties or any of them, in each case to the extent permitted by the Loan Documents; (c) accept partial payments on the Guaranteed Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guaranteed Obligations or any part of them from any Person with the consent of such Person and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guaranteed Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guaranteed Obligations or any part of them with the consent of such guarantor, maker or endorser and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Guaranteed Obligations any and all payments payment or recoveries recovery (x) from the Borrower, from any other guarantor, maker or endorser of the Guaranteed Obligations or any part of them or (y) from any Guarantor to the Obligations Subsidiary Guarantors in such order as provided herein herein, in each case whether such Guaranteed Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Guaranteed Obligations any and all payments payment or recoveries recovery from any Guarantor the Guarantors of the Guaranteed Obligations or sums any sum realized from security furnished by such Guarantor the Guarantors upon its their indebtedness or obligations to the Guaranteed Parties, Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Guaranteed Obligations; and (i) refund at any time any payment received by any Guaranteed Party in respect of any Guaranteed Obligations with the consent of the ObligationsPerson receiving such refund, and payment to such Guaranteed Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor the Guarantors hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is the Guarantors are extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-non judicial or other proceeding in respect of the Guaranteed Obligations which that impairs any subrogation, reimbursement or other right of such Guarantorthe Guarantors).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any such Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following, provided that, in each case, such actions are otherwise expressly permitted under the Loan Documents: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one anyone or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments payment or recoveries recovery (x) from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any other Guarantor to the Obligations in such order as provided herein herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Obligations any and all payments payment or recoveries recovery from any Guarantor of the Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsObligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments payment or recoveries recovery (i) from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (ii) from any Guarantor to the Obligations in such order as provided herein herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Obligations any and all payments payment or recoveries recovery from any Guarantor of the Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsObligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty Guarantee shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; in each case, even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial nonjudicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Parties are Lender is hereby authorized, without notice to or demand upon any Guarantor, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guaranteed Obligations, or any part of them, or otherwise modify, amend or change the terms of the Loan Agreement, the Revolving Note or any promissory note or other agreement, document or instrument (including, without limitation, the other Loan Transaction Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties or any of themLender, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guaranteed Obligations, or any part thereof, or any other instrument or agreement in respect of the Guaranteed Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties or any of themLender; (c) accept partial payments on the Guaranteed Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guaranteed Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guaranteed Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guaranteed Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Guaranteed Obligations any and all payments or recoveries from the Borrower, from any other guarantor, maker or endorser of the Guaranteed Obligations or any part of them or from any Guarantor to the Guaranteed Obligations in such order as provided herein whether such Guaranteed Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Guaranteed Obligations any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of themLender, whether or not such indebtedness or obligations relate to the Guaranteed Obligations; and (i) refund at any time any payment received by any Guaranteed Party the Lender in respect of any of the Guaranteed Obligations, and payment to such Guaranteed Party the Lender of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); , even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guaranteed Obligations which impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantorthe U.S. Borrower, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor the U.S. Borrower hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Guarantied Obligations (including including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Guarantied Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral;; TERM LOAN AGREEMENT FMC CORPORATION (e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guarantied Obligations or any part of them and otherwise deal with the any Euro Borrower or any other guarantor, maker or endorser; (g) apply to the Guarantied Obligations any and all payments or recoveries from the any Euro Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them or from any Guarantor to the Guarantied Obligations in such order as provided herein whether such Guarantied Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (ih) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Guarantied Obligations, and payment to such Guaranteed Party Person of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor the U.S. Borrower hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any Guarantor the U.S. Borrower is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guarantied Obligations which impairs any subrogation, reimbursement or other right of such Guarantorthe U.S. Borrower).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, or consent of, any Guarantor, which notice or notice, demand is and consent requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any each Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the any Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the any Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty thereforObligations, in any manner; (fe) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the any Borrower or any other guarantor, maker or endorser; (gf) apply to the Obligations any and all payments payment or recoveries recovery (x) from the any Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor to the Obligations in such order as provided herein any order, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (hg) apply to the Obligations any and all payments payment or recoveries recovery from any Guarantor of the Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and (ih) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsObligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any the Euro Borrower Guarantor, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any the Euro Borrower Guarantor hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Guarantied Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guarantied Obligations or any part of them and otherwise deal with the any Euro Borrower or any other guarantor, maker or endorser; (g) apply to the Guarantied Obligations any and all payments or recoveries from the any Euro Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them or from any Subsidiary Guarantor to the Guarantied Obligations in such order as provided herein whether such Guarantied Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (ih) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Guarantied Obligations, and payment to such Guaranteed Party Person of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any the Euro Borrower Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any the Euro Borrower Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guarantied Obligations which impairs any subrogation, reimbursement or other right of such the Euro Borrower Guarantor).

Authorization; Other Agreements. The Guaranteed Parties are Trustee is hereby authorized, without notice to to, or demand upon any upon, the Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any the Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) subject to the limitations and requirements of the Indenture, supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guaranteed Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guaranteed Obligations, or any part thereof, or any other instrument or agreement in respect of the Guaranteed Obligations (including the other Loan Documents) now or hereafter executed by the Borrower Issuer and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Guaranteed Obligations; (d) receive, take subject to the limitations and hold additional security or collateral for the payment requirements of the Obligations or any part of them and exchangeIndenture, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral other guaranty for the Guaranteed Obligations or any part of them or any other guaranty thereforthem, in any manner; (fe) add, release or substitute any one or more other guarantors, makers or endorsers guarantors of the Guaranteed Obligations or any part of them and otherwise deal with the Borrower Issuer or any other guarantor, maker or endorser; (gf) apply to the Guaranteed Obligations any and all payments payment or recoveries recovery (x) from the BorrowerIssuer, from any other guarantor, maker or endorser guarantor of the Guaranteed Obligations or any part of them or (y) from any the Guarantor to the Obligations in such order as provided herein herein, in each case whether such Guaranteed Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (ig) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsGuaranteed Obligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any the Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any the Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guaranteed Obligations which that impairs any subrogation, reimbursement or other right of such the Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any such Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments payment or recoveries recovery (x) from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor to the Obligations in such order as provided herein herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Obligations any and all payments payment or recoveries recovery from any Guarantor of the Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; andand GUARANTY KNOLOGY, INC. (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsObligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Subsidiary Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Subsidiary Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guaranteed Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Credit Documents) now or hereafter executed by the Borrower or any Foreign Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guaranteed Obligations, or any part thereof, or any other instrument or agreement in respect of the Guaranteed Obligations (including the other Loan Credit Documents) now or hereafter executed by the Borrower or any Foreign Borrower and delivered to the Guaranteed Guarantied Parties or any of them;; U.S. SUBSIDIARY GUARANTY FMC CORPORATION (c) accept partial payments on the Guaranteed Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guaranteed Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guaranteed Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guaranteed Obligations or any part of them and otherwise deal with the Borrower, any Foreign Borrower or any other guarantor, maker or endorser; (g) apply to the Guaranteed Obligations any and all payments payment or recoveries recovery (x) from the Borrower, from any Foreign Borrower, from any other guarantor, maker or endorser of the Guaranteed Obligations or any part of them or (y) from any Subsidiary Guarantor to the Obligations in such order as provided herein herein, in each case whether such Guaranteed Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Guaranteed Obligations any and all payments payment or recoveries recovery from any Subsidiary Guarantor of the Guaranteed Obligations or sums any sum realized from security furnished by such Subsidiary Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Guaranteed Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsGuaranteed Obligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Subsidiary Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Subsidiary Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guaranteed Obligations which that impairs any subrogation, reimbursement or other right of such Subsidiary Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantorthe U.S. Borrower, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor the U.S. Borrower hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: : (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; ; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Guarantied Obligations (including including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them; ; (c) accept partial payments on the Guarantied Obligations; ; (d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; ; (e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner; ; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guarantied Obligations or any part of them and otherwise deal with the any Euro Borrower or any other guarantor, maker or endorser; ; (g) apply to the Guarantied Obligations any and all payments or recoveries from the any Euro Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them or from any Guarantor to the Guarantied Obligations in such order as provided herein whether such Guarantied Obligations are secured or unsecured or guaranteed or not guaranteed by others; ; and (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Guarantied Obligations, and payment to such Guaranteed Party Person of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor the U.S. Borrower hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any Guarantor the U.S. Borrower is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which impairs any subrogation, reimbursement or other right of such Guarantor).or

Authorization; Other Agreements. The Guaranteed Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the Borrower any Loan Party and delivered to the Guaranteed Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower any Loan Party and delivered to the Guaranteed Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower Borrowers or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments payment or recoveries recovery (x) from the any Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor to the Obligations in such order as provided herein herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Obligations any and all payments payment or recoveries recovery from any Guarantor of the Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Party in respect of any of the Obligations, and payment to such Guaranteed Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)Obligation; even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon any upon, the Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any the Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including any of the other Foreign Loan Documents) now or hereafter executed by the any Foreign Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Foreign Loan Documents) now or hereafter executed by the any Foreign Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner;; PARENT GUARANTY FMC CORPORATION (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the any Foreign Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments payment or recoveries recovery (x) from the any Foreign Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any the Guarantor to the Obligations in such order as provided herein herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Obligations any and all payments payment or recoveries recovery from any the Guarantor of the Obligations or sums any sum realized from security furnished by such the Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsObligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any the Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any the Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such the Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantor, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments or recoveries from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or from any Guarantor to the Obligations in such order as provided herein whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Guarantied Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Obligations, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Parties are Subject to Section 4, FLIC is hereby authorized, without notice to to, or demand upon any upon, the Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations Guaranteed Obligations of any the Guarantor hereunder (which Guaranteed Obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate extend or otherwise change the time for payment of, or other terms relating to, the Guaranteed Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note Cornerstone Notes or other agreement, document or instrument (including, without limitation, the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties Original Obligors or any of them, including, without limitation, other than any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guaranteed Obligations, or any part thereof, or any other instrument or agreement in respect of the Guaranteed Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties or any of themCornerstone Notes); (c) accept partial payments on the Guaranteed Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guaranteed Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guaranteed Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guaranteed Obligations or any part of them and otherwise deal with the Borrower Original Obligors or any other guarantor, maker or endorser; (g) apply to the Guaranteed Obligations any and all payments payment or recoveries recovery (x) from the BorrowerOriginal Obligors, from any other guarantor, maker or endorser of the Guaranteed Obligations or any part of them or (y) from any Guarantor to the Obligations in such order as provided herein herein, in each case whether such Guaranteed Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Guaranteed Obligations any and all payments payment or recoveries recovery from any the Guarantor of the Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of themFLIC, whether or not such indebtedness or obligations relate relates to the Guaranteed Obligations; and (i) refund at any time any payment received by any Guaranteed Party FLIC in respect of any of the Guaranteed Obligations, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations Guaranteed Obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligationsGuaranteed Obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guaranteed Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor). For the avoidance of doubt, the provisions in this Section 5 do not require the Original Obligors to agree to do any of the foregoing.

Authorization; Other Agreements. The Guaranteed Parties are Lender is hereby ---------------------------------- authorized, without notice to or demand upon any the Guarantor, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any the Guarantor hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Loan Document Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties or any of themLender, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Loan Document Obligations, or any part thereof, or any other instrument or agreement in respect of the Loan Document Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties or any of themLender; (c) accept partial payments on the Loan Document Obligations; (d) receive, take and hold additional security or collateral for the payment of the Loan Document Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Loan Document Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Loan Document Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Loan Document Obligations any and all payments or recoveries from the Borrower, from any other guarantor, maker or endorser of the Loan Document Obligations or any part of them or from any Guarantor to the Loan Document Obligations in such order as provided herein whether such Loan Document Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor other guarantor of the Loan Document Obligations or sums realized from security furnished by such Guarantor guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of themLender, whether or not such indebtedness or obligations relate to the Loan Document Obligations; and (i) refund at any time any payment received by any Guaranteed Party the Lender in respect of any of the Loan Document Obligations, and payment to such Guaranteed Party the Lender of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any the Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any the Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Loan Document Obligations which impairs any subrogation, reimbursement or other right of such the Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the Borrower Borrowers and delivered Second Amended and Restated Guaranty HLI Operating Company, Inc. Hxxxx Lemmerz Finance-Luxembourg S.C.A. to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower Borrowers and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower Borrowers or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments payment or recoveries recovery (x) from the BorrowerBorrowers, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor to the Obligations in such order as provided herein herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Obligations any and all payments payment or recoveries recovery from any Guarantor of the Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsObligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).. Second Amended and Restated Guaranty HLI Operating Company, Inc. Hxxxx Lemmerz Finance-Luxembourg S.C.A.

Authorization; Other Agreements. The Guaranteed Subject to the terms of the Credit Agreement and the Pledge and Security Agreement, the Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments payment or recoveries recovery (x) from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor to the Obligations in such order as provided herein herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Obligations any and all payments payment or recoveries recovery from any Guarantor of the Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsObligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, or consent of, any Guarantor, which notice or notice, demand is and consent requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any each Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the any Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the any Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty thereforObligations, in any manner; (fe) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the any Borrower or any other guarantor, maker or endorser; (gf) apply to the Obligations any and all payments payment or recoveries recovery (x) from the any Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor to the Obligations in such order as provided herein any order, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (hg) apply to the Obligations any and all payments payment or recoveries recovery from any Guarantor of the Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and (ih) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsObligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial non‑judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Parties are Lender is hereby authorized, without notice to to, or demand upon any upon, the Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any the Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties Lender or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties Lender or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments payment or recoveries recovery (x) from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any the Guarantor to the Obligations in such order as provided herein herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others;; GUARANTY MK GOLD EXPLORATION B.V. (h) apply to the Obligations any and all payments payment or recoveries recovery from any the Guarantor of the Obligations or sums any sum realized from security furnished by such the Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Lender or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Party the Lender in respect of any of the ObligationsObligation; provided, and payment to such Guaranteed Party of however, that the amount so refunded shall be fully guaranteed hereby even though prior thereto regardless of whether this Guaranty shall have been cancelled or surrendered (or any release collateral has been released or termination of any Collateral terminated by virtue thereof), and ) prior to such refund (it being understood that such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any the Guarantor hereunder in respect of the amount so refunded (and any Collateral collateral so released or terminated shall be reinstated with respect to such obligations)); even if any right of reimbursement or subrogation or other right or remedy of any the Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such the Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantor, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guaranteed Obligations, or any part of them, or otherwise modify, amend or change the terms of the Credit Agreement, the Notes or any promissory note or other agreement, document or instrument (including, without limitation, the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guaranteed Obligations, or any part thereof, or any other instrument or agreement in respect of the Guaranteed Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Guaranteed Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guaranteed Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guaranteed Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guaranteed Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Guaranteed Obligations any and all payments or recoveries from the Borrower, from any other guarantor, maker or endorser of the Guaranteed Obligations or any part of them or from any Guarantor to the Guaranteed Obligations in such order as provided herein whether such Guaranteed Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Guaranteed Obligations any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Guarantied Parties, or any of them, whether or not such indebtedness or obligations relate to the Guaranteed Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Guaranteed Obligations, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guaranteed Obligations which impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any the Euro Borrower Guarantor, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any the Euro Borrower Guarantor hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon;; CREDIT AGREEMENT FMC CORPORATION (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Guarantied Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guarantied Obligations or any part of them and otherwise deal with the any Euro Borrower or any other guarantor, maker or endorser; (g) apply to the Guarantied Obligations any and all payments or recoveries from the any Euro Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them or from any Subsidiary Guarantor to the Guarantied Obligations in such order as provided herein whether such Guarantied Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (ih) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Guarantied Obligations, and payment to such Guaranteed Party Person of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any the Euro Borrower Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any the Euro Borrower Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guarantied Obligations which impairs any subrogation, reimbursement or other right of such the Euro Borrower Guarantor).

Authorization; Other Agreements. The Guaranteed Parties are Lender, with respect ------------------------------- to the Credit Agreement and the other Loan Documents, and the Holder, with respect to the Intercompany Note, is hereby authorized, for purposes of the obligations of the Subsidiary Guarantors under this Guaranty, without notice to or demand upon any Subsidiary Guarantor, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Subsidiary Guarantor hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, the other Loan DocumentsDocuments and the Intercompany Note) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties Lender or any of themthe Holder, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan DocumentsDocuments and the Intercompany Note) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties Lender or any of themthe Holder; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments or recoveries from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or from any Subsidiary Guarantor to the Obligations in such order as provided herein whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Subsidiary Guarantor of the Obligations or sums realized from security furnished by such Subsidiary Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Lender or any of them, the Holder whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Party the Lender or the Holder in respect of any of the Obligations, and payment to such Guaranteed Party the Lender or the Holder of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Subsidiary Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Subsidiary Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which impairs any subrogation, reimbursement or other right of such Subsidiary Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantorthe Guarantors, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor the Guarantors hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them;; CREDIT AGREEMENT FMC FINANCE B.V. (c) accept partial payments on the Guarantied Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guarantied Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Guarantied Obligations any and all payments or recoveries from the Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them or from any Guarantor to the Guarantied Obligations in such order as provided herein whether such Guarantied Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (ih) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Guarantied Obligations, and payment to such Guaranteed Party Person of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor the Guarantors hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any Guarantor the Guarantors is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-–judicial or other proceeding in respect of the Guarantied Obligations which impairs any subrogation, reimbursement or other right of such Guarantorthe Guarantors).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantor, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any such Guarantor hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, the other Loan Documents) now or hereafter executed by the any Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower Borrowers and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower Borrowers or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments or recoveries from the BorrowerBorrowers, from any other guarantor, maker or endorser of the Obligations or any part of them or from any Guarantor to the Obligations in such order as provided herein whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Guarantied Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Obligations, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantor, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any such Guarantor hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, the other Loan Documents) now or hereafter executed by the Borrower Borrowers and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower Borrowers and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower Borrowers or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments or recoveries from the BorrowerBorrowers, from any other guarantor, maker or endorser of the Obligations or any part of them or from any Guarantor to the Obligations in such order as provided herein whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Guarantied Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Guarantied Parties, or any of them, whether or not such indebtedness or obligations relate to the Guarantied Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Obligations, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantorthe U.S. Borrower, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor the U.S. Borrower hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Guarantied Obligations (including including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Guarantied Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guarantied Obligations or any part of them and otherwise deal with the any Euro Borrower or any other guarantor, maker or endorser; (g) apply to the Guarantied Obligations any and all payments or recoveries from the any Euro Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them or from any Guarantor to the Guarantied Obligations in such order as provided herein whether such Guarantied Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (ih) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Guarantied Obligations, and payment to such Guaranteed Party Person of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor the U.S. Borrower hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any Guarantor the U.S. Borrower is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial non‑judicial or other proceeding in respect of the Guarantied Obligations which impairs any subrogation, reimbursement or other right of such Guarantorthe U.S. Borrower).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantorthe U.S. Borrower, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor the U.S. Borrower hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: : (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; ; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Guarantied Obligations (including including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them; ; (c) accept partial payments on the Guarantied Obligations; ; (d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; ; (e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments or recoveries from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or from any Guarantor to the Obligations in such order as provided herein whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Party in respect of any of the Obligations, and payment to such Guaranteed Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which impairs any subrogation, reimbursement or other right of such Guarantor).105

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any such Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the either Australian Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Guarantied Obligations (including the other Loan Documents) now or hereafter executed by the either Australian Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Guarantied Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner;; NON-U.S. GUARANTY SWIFT & COMPANY (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guarantied Obligations or any part of them and otherwise deal with the either Australian Borrower or any other guarantor, maker or endorser; (g) apply to the Guarantied Obligations any and all payments payment or recoveries recovery (x) from the either Australian Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them or (y) from any Guarantor to the Guarantied Obligations in such order as provided herein herein, in each case whether such Guarantied Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from to the Guarantied Obligations of any Guarantor of the Obligations any payment or recovery from such Guarantor or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the such Guarantied Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Guarantied Obligations, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guarantied Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantorthe U.S. Borrower, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor the U.S. Borrower hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Guarantied Obligations (including including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Guarantied Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guarantied Obligations or any part of them and otherwise deal with the any Euro Borrower or any other guarantor, maker or endorser; (g) apply to the Guarantied Obligations any and all payments or recoveries from the any Euro Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them or from any Guarantor to the Guarantied Obligations in such order as provided herein whether such Guarantied Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (ih) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Guarantied Obligations, and payment to such Guaranteed Party Person of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor the U.S. Borrower hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any Guarantor the U.S. Borrower is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guarantied Obligations which impairs any subrogation, reimbursement or other right of such Guarantorthe U.S. Borrower).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantorthe U.S. Borrower, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor the U.S. Borrower hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Guarantied Obligations (including including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Guarantied Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guarantied Obligations or any part of them and otherwise deal with the any Euro Borrower or any other guarantor, maker or endorser; (g) apply to the Guarantied Obligations any and all payments or recoveries from the any Euro Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them or from any Guarantor to the Guarantied Obligations in such order as provided herein whether such Guarantied Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (ih) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Guarantied Obligations, and payment to such Guaranteed Party Person of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor the U.S. Borrower hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any Guarantor the U.S. Borrower is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guarantied Obligations which impairs any subrogation, reimbursement or other right of such Guarantorthe U.S. Borrower).. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any such Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments payment or recoveries recovery (x) from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor to the Obligations in such order as provided herein herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Obligations any and all payments payment or recoveries recovery from any Guarantor of the Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsObligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Secured Parties are hereby authorized, without notice to or demand upon any Guarantor, which notice or demand is expressly waived hereby, Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which shall remain absolute and unconditional notwithstanding without incurring any such action or omission to act)liability hereunder, from time to time, toto do each of the following: (a) supplement(i) modify, renewamend, extendsupplement or otherwise change, (ii) accelerate or otherwise change the time for of payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (biii) waive or otherwise consent to noncompliance with with, any provision Guaranteed Obligation or any Note Document (except, in the case of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations foregoing to the extent applicable to this Agreement, in which case Section 8.5 hereof shall govern); (including the other Loan Documentsb) now or hereafter executed by the Borrower and delivered apply to the Guaranteed Parties Obligations any sums by whomever paid or however realized to any of themGuaranteed Obligation in such order as provided in the Note Documents; (c) accept partial payments on the Obligationsrefund at any time any payment received by any Secured Party in respect of any Guaranteed Obligation; (di) receiveSell, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, transferaccept, substitute, surrender, exchange, affect, impair or otherwise alter and or release any such Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional security Collateral to secure any Guaranteed Obligation, (iii) add, release or collateral;substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with the Company and any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments or recoveries from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or from any Guarantor to the Obligations in such order as provided herein whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Party in respect of any of the Obligations, and payment to such Guaranteed Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any such Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission Guaranty Orbital Sciences Corporation to act), from time to time, toto do each of the following to the extent permitted by the applicable Requirement of Law: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments payment or recoveries recovery (x) from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor to the Obligations in such order as provided herein herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Obligations any and all payments payment or recoveries recovery from any Guarantor of the Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsObligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by Guaranty Orbital Sciences Corporation reason of any judicial, non-judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments payment or recoveries recovery (x) from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor to the Obligations in such order as provided herein herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Obligations any and all payments payment or recoveries recovery from any Guarantor of the Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsObligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Subsidiary Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any such Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments payment or recoveries recovery (x) from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor to the Obligations in such order as provided herein herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Obligations any and all payments payment or recoveries recovery from any Guarantor of the Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsObligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty Guarantee shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantorthe Guarantors, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor the Guarantors hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to:: 133 WEIL:\98721861\10\35899.0596 (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including this Agreement and the other Loan Documents) now or hereafter executed by the any Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; ; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Guarantied Obligations (including this Agreement and the other Loan Documents) now or hereafter executed by the any Borrower and delivered to the Guaranteed Guarantied Parties or any of them; ; (c) accept partial payments on the Guarantied Obligations; ; (d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; ; (e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner; ; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guarantied Obligations or any part of them and otherwise deal with the any Borrower or any other guarantor, maker or endorser; ; (g) apply to the Guarantied Obligations any and all payments or recoveries from the any Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them or from any Guarantor to the Guarantied Obligations in such order as provided herein whether such Guarantied Obligations are secured or unsecured or guaranteed or not guaranteed by others; ; and (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Guarantied Obligations, and payment to such Guaranteed Party Person of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Loan Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guarantied Obligations which impairs any subrogation, reimbursement or other right of such any Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any such Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner;; 2ND LIEN GUARANTY KNOLOGY , INC (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments payment or recoveries recovery (x) from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor to the Obligations in such order as provided herein herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply to the Obligations any and all payments payment or recoveries recovery from any Guarantor of the Obligations or sums any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsObligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Parties are Party is ------------------------------- hereby authorized, without notice to or demand upon any the Guarantor, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any the Guarantor hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of to them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereonMerger Agreement; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan DocumentsMerger Agreement) now or hereafter executed by the Borrower Parent and delivered to the Guaranteed Parties Guarantied Party or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower Parent or any other guarantor, maker or endorser;; or (g) apply to the Obligations any and all payments or recoveries from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or from any Guarantor to the Obligations in such order as provided herein whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed the Guarantied Party in respect of any of the Obligations, and payment to such Guaranteed the Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any the Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any the Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which impairs any subrogation, reimbursement or other right of such the Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any such Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, DOMESTIC GUARANTY SWIFT & COMPANY document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the any Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Guarantied Obligations (including the other Loan Documents) now or hereafter executed by the any Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Guarantied Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guarantied Obligations or any part of them and otherwise deal with the any Borrower or any other guarantor, maker or endorser; (g) apply to the Guarantied Obligations any and all payments payment or recoveries recovery (x) from the any Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them or (y) from any Guarantor to the Guarantied Obligations in such order as provided herein herein, in each case whether such Guarantied Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from to the Guarantied Obligations of any Guarantor of the Obligations any payment or recovery from such Guarantor or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the such Guarantied Obligations; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Guarantied Obligations, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guarantied Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).. DOMESTIC GUARANTY SWIFT & COMPANY

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantorthe U.S. Borrower, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor the U.S. Borrower hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: : (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; ; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Guarantied Obligations (including including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the any Euro Borrower and delivered to the Guaranteed Guarantied Parties or any of them; ; (c) accept partial payments on the Guarantied Obligations; ; (d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; ; (e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Obligations any and all payments or recoveries from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or from any Guarantor to the Obligations in such order as provided herein whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (i) refund at any time any payment received by any Guaranteed Party in respect of any of the Obligations, and payment to such Guaranteed Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which impairs any subrogation, reimbursement or other right of such Guarantor).any

Authorization; Other Agreements. The Guaranteed Subject to the terms of the Credit Agreement and the Pledge and Security Agreement, the Guarantied Parties are hereby authorized, without notice to to, or demand upon upon, any Guarantor, which notice or and demand is requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, toto do each of the following: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, including the other Loan Documents) now or hereafter executed by the any Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, including any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the any Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Obligations; (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral;; GUARANTY JARDEN CORPORATION (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the any Borrower or any other guarantor, maker or endorser; (g) (I) apply to the Obligations of the US Borrower any and all payments payment or recoveries recovery (x) from the US Borrower, from any other guarantor, maker or endorser of the Obligations of the US Borrower or any part of them or (y) from any US Borrower Guarantor to the Obligations in such order as provided herein herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others and (II) apply to the Obligations of the Luxembourg Borrower any payment or recovery (x) from the Luxembourg Borrower, from any other guarantor, maker or endorser of Obligations of the Luxembourg Borrower or any part of them or (y) from any Luxembourg Borrower Guarantor in such order as provided herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) (I) apply to the Obligations of the US Borrower any and all payments payment or recoveries recovery from any Guarantor of the Obligations of the US Borrower or sums any sum realized from security furnished by such US Borrower Guarantor upon its indebtedness or obligations to the Guaranteed Parties, Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the ObligationsObligations of the US Borrower and (II) apply to the Obligations of the Luxembourg Borrower any payment or recovery from any Guarantor of the Obligations of the Luxembourg Borrower or any sum realized from security furnished by such Luxembourg Borrower Guarantor upon its indebtedness or obligations to the Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations of the Luxembourg Borrower; and (i) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the ObligationsObligation, and payment to such Guaranteed Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations which that impairs any subrogation, reimbursement or other right of such Guarantor).

Authorization; Other Agreements. The Guaranteed Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantorthe Guarantors, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor the Guarantors hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend CREDIT AGREEMENT FMC FINANCE B.V. or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guaranteed Guarantied Parties or any of them; (c) accept partial payments on the Guarantied Obligations; (d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; (e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner; (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guarantied Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; (g) apply to the Guarantied Obligations any and all payments or recoveries from the Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them or from any Guarantor to the Guarantied Obligations in such order as provided herein whether such Guarantied Obligations are secured or unsecured or guaranteed or not guaranteed by others; (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guaranteed Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and (ih) refund at any time any payment received by any Guaranteed Guarantied Party in respect of any of the Guarantied Obligations, and payment to such Guaranteed Party Person of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof)surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor the Guarantors hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations)refunded; even if any right of reimbursement or subrogation or other right or remedy of any Guarantor the Guarantors is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guarantied Obligations which impairs any subrogation, reimbursement or other right of such Guarantorthe Guarantors).