Common use of Enforcement; Amendments; Waivers Clause in Contracts

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the Guarantors, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s rights and remedies or the obligations of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders shall be conclusive and binding on the Guarantors irrespective of whether any of the Guarantors was party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s 's or any Lender’s 's rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this GuarantyGuarantee Agreement, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Secured Obligations, the Collateral or any other guaranty guarantee of or security for all or any part of the Secured Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty Guarantee Agreement shall be binding upon the Lenders any Guarantor or the Administrative AgentGuarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the BorrowerBorrowers, the Guarantorsany Guarantor, any other guarantor of all or any part of the Secured Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsBorrowers and/or such Guarantor, as applicable, specifying such waiver, and is signed executed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default or on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this GuarantyGuarantee Agreement. Any final, non-appealable determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower Borrowers to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, any one or more of the Guarantors, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s 's or any Lender’s 's rights and remedies or the obligations of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders shall be conclusive and binding on the Guarantors irrespective of whether any of the Guarantors was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Guarantied Obligations or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender person at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their respective agents, officers or employeesits Affiliates, unless such waiver is contained in an instrument in writing, directed and delivered to the such Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit this Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s its rights and remedies or the obligations of the Guarantors any Guarantor under this Article X (Loan Guaranty). Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Borrower to any of the Lenders Guarantied Party shall be conclusive and binding on the Guarantors irrespective of whether any or all of the Guarantors was were a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Guarantied Party's rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, Agreement or any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Guarantied Obligations, the Collateral or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Buyer in the exercise of any right or remedy arising under this Guaranty, the Credit AgreementRepurchase Documents, any of the other Loan Documents related document, or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations Guaranteed Obligations, shall operate as a waiver thereof, and no single or partial exercise by any such Person Buyer of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative AgentBuyer, except as expressly set forth in a writing duly signed and delivered by the party making such Buyer. No amendment or modification to this Guaranty shall be binding upon Guarantor or waiverBuyer unless expressly set forth in a writing duly signed and delivered by Guarantor and Buyer. Failure by any of the Lenders or the Administrative Agent Buyer at any time or times hereafter to require strict performance by the BorrowerSeller, the GuarantorsGuarantor, any other guarantor of all or any part of the Guaranteed Obligations or any other Person or entity of any of the provisions, warranties, terms and conditions contained in the Repurchase Documents or any of the Loan Documents other related document now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Buyer shall not waive, affect or diminish any right of the Administrative Agent or such Lender Buyer at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s rights and remedies or the obligations of the Guarantors under this Guarantythereof. Any determination by a court of competent jurisdiction which has become final by appeal or lapse of time for appeal of the amount of any principal and/or interest the Guaranteed Obligations owing by the Borrower Guarantor or the Seller to any of the Lenders Buyer shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Guarantied Obligations or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the U.S. Borrower, the Guarantors, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender person at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their respective agents, officers or employeesits Affiliates, unless such waiver is contained in an instrument in writing, directed and delivered to the such Euro Borrower or the GuarantorsU.S. Borrower, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit this Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s its rights and remedies or the obligations of the Guarantors U.S. Borrower under this Article X (Guaranty). Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Euro Borrower to any of the Lenders Guarantied Party shall be conclusive and binding on the Guarantors U.S. Borrower irrespective of whether any of the Guarantors U.S. Borrower was a party to the suit or action in which such determination was made.. [SIGNATURE PAGES FOLLOW]

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Guarantied Obligations or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the U.S. Borrower, the Guarantors, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender person at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their respective agents, officers or employeesits Affiliates, unless such waiver is contained in an instrument in writing, directed and delivered to the such Euro Borrower or the GuarantorsU.S. Borrower, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit this Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s its rights and remedies or the obligations of the Guarantors U.S. Borrower under this Article X (Guaranty). Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Euro Borrower to any of the Lenders Guarantied Party shall be conclusive and binding on the Guarantors U.S. Borrower irrespective of whether any of the Guarantors U.S. Borrower was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders Lender or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit and Security Agreement, any of the other Loan Related Documents or otherwise with respect to all or any part of the Obligations Brooke Obligations, the Collateral or any other guaranty of or security for all or any part of the Brooke Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person the Lender or the Agent of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Lender or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification Lender or waiverthe Agent (as applicable). Failure by any of the Lenders Lender or the Administrative Agent at any time or times hereafter to require strict performance by the BorrowerBrooke Credit, the GuarantorsParent, the Guarantor, any other guarantor of all or any part of the Brooke Obligations or any other Person party of any of the provisions, warranties, terms and conditions contained in any of the Loan Related Documents now or at any time or times hereafter executed by such Persons parties and delivered to the Administrative Lender or the Agent or any Lender shall not waive, affect or diminish any right of the Administrative Lender or the Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, the Agent, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to Brooke Credit, the Borrower Parent or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party Lender or parties necessary to give such waiver under the Credit AgreementAgent (as applicable). No waiver of any Event of Default by the Administrative Lender or the Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Lender or the Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative AgentLender’s or any Lenderthe Agent’s rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by Brooke Credit or the Borrower Parent to any of the Lenders Lender or the Agent shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders Agents or the Administrative Agent Lenders in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of the Agents or the Lenders of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon any of the Lenders Agents or the Administrative AgentLenders, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverAgents and the Lenders. Failure by any of the Lenders Agents or the Administrative Agent Lenders at any time or times hereafter to require strict performance by the Borrower, the Guarantors, any Borrower or any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to any of the Administrative Agent Agents or any Lender the Lenders shall not waive, affect or diminish any right of any of the Administrative Agent Agents or such Lender the Lenders at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of any of the Administrative Agent Agents or any Lenderthe Lenders, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicable, Borrowers specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementAdministrative Agent. No waiver of any Event of Default by the Administrative Agent or any Lender Lenders shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by any of the Administrative Agent Agents or any Lender the Lenders permitted hereunder shall in any way affect or impair the Administrative any Agent’s 's or any Lender’s 's rights and remedies or the obligations of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower Borrowers to any of the Agents and the Lenders shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Holders in the exercise of any right or remedy arising under this Guaranty, the Credit AgreementCollateral Documents, any of the other Loan Transaction Documents or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of the Holders of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon any of the Lenders Holders or the Administrative Collateral Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverCollateral Agent and the Requisite Tranche B Holders. Failure by any of the Lenders or the Administrative Agent Holders at any time or times hereafter to require strict performance by the Borrower, the GuarantorsIssuer, any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Transaction Documents now or at any time or times hereafter executed by such Persons and delivered to any of the Administrative Agent or any Lender Holders shall not waive, affect or diminish any right of any of the Administrative Agent or such Lender Holders at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of any of the Administrative Agent or any Lender, Holders (or their respective agents, officers or employees), unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower Issuer or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementTranche B Requisite Holders. No waiver of any Event of Default by the Administrative Agent or any Lender Holders shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by any of the Administrative Agent or any Lender Holders permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderHolder’s rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower Issuer to any of the Lenders Holder shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Term Loan Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverAdministrative Agent and the Collateral Agent (in accordance with Section 14.1 of the Term Loan Agreement). Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrowerany Obligor, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower such Obligor or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Term Loan Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower any Obligor to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders Holders of Obligations or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Holders of Obligations or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverwaiver and approved by the Administrative Agent. Failure by any of the Lenders Holders of Obligations or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Holder of Obligations shall not waive, affect or diminish any right of the Administrative Agent or such Lender Holder of Obligations at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderHolder of Obligations, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender Holder of Obligations shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Lender Holder of Obligations permitted hereunder shall in any way affect or impair the Administrative Agent’s 's or any Lender’s Holder of Obligations' rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders Holders of Obligations shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders Lender or the Administrative Agent in the exercise of any right or remedy arising under this GuarantySecurity Agreement, the Credit and Security Agreement, any of the other Loan Related Documents or otherwise with respect to all or any part of the Obligations Brooke Obligations, the Collateral or any other guaranty of or security for all or any part of the Brooke Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person the Lender or the Agent of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty Security Agreement shall be binding upon the Lenders Lender or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification Lender or waiverthe Agent (as applicable). Failure by any of the Lenders Lender or the Administrative Agent at any time or times hereafter to require strict performance by the BorrowerBrooke Credit, the GuarantorsParent, the Pledgor, any other guarantor of all or any part of the Brooke Obligations or any other Person party of any of the provisions, warranties, terms and conditions contained in any of the Loan Related Documents now or at any time or times hereafter executed by such Persons parties and delivered to the Administrative Lender or the Agent or any Lender shall not waive, affect or diminish any right of the Administrative Lender or the Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, the Agent, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to Brooke Credit, the Borrower Parent or the GuarantorsPledgor, as applicable, specifying such waiver, and is signed by the party Lender or parties necessary to give such waiver under the Credit AgreementAgent (as applicable). No waiver of any Event of Default by the Administrative Lender or the Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Lender or the Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative AgentLender’s or any Lenderthe Agent’s rights and remedies or the obligations of the Guarantors Pledgor under this GuarantySecurity Agreement. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by Brooke Credit or the Borrower Parent to any of the Lenders Lender or the Agent shall be conclusive and binding on the Guarantors Pledgor irrespective of whether any of the Guarantors Pledgor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders Holders or the Administrative Agent in the exercise of any right or remedy arising under this GuarantyAgreement, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, the Keepwell Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty Agreement shall be binding upon the Lenders Holders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the Agent or by the party making such modification or waiver. Failure by any of the Lenders Holders or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the Guarantors, any other guarantor of all or any part of the Obligations or any other Person LJH of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender this Agreement shall not waive, affect or diminish any right of the Administrative Agent or such Lender Holder at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderHolder, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicableLJH, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender default in LJH's performance of its obligations under this Agreement shall operate as a waiver of any other Default default or the same Default such default on a future occasion, and no action by the Administrative Agent or any Lender Holder permitted hereunder shall in any way affect or impair the Administrative Agent’s 's or any Lender’s Holder's rights and remedies or the obligations of the Guarantors LJH under this GuarantyAgreement. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders shall be conclusive and binding on the Guarantors irrespective of whether any of the Guarantors was party to the suit or action in which such determination was made10.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Guarantied Obligations or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the U.S. Borrower, the Guarantors, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender person at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their respective agents, officers or employeesits Affiliates, unless such waiver is contained in an instrument in writing, directed and delivered to the such Euro Borrower or the GuarantorsU.S. Borrower, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit this Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s its rights and remedies or the obligations of the Guarantors U.S. Borrower under this Guaranty. Article X. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Euro Borrower to any of the Lenders Guarantied Party shall be conclusive and binding on the Guarantors U.S. Borrower irrespective of whether any of the Guarantors U.S. Borrower was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverFacility Agents (in accordance with Section 10.1 of the Credit Agreement). Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the BorrowerBorrowers, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower Borrowers or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower Borrowers to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made. guaranty warnaco inc.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverAdministrative Agent and the Collateral Agent (in accordance with Section 14.1 of the Credit Agreement). Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrowerany Obligor, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower such Obligor or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower any Obligor to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of the Agent or any other Holder of the Lenders or the Administrative Agent Secured Obligations in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations Guaranteed Obligations, shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. The remedies set forth herein are cumulative and not exclusive of any remedies provided by law or the other Loan Documents. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Agent or the Administrative Agentany other Holder of Secured Obligations, except as expressly set forth in a writing duly signed and delivered by in accordance with the party making such modification or waiverprovisions of Section 11.07 of the Credit Agreement. Failure by the Agent or any other Holder of the Lenders or the Administrative Agent Secured Obligations at any time or times hereafter to require strict performance by the Borrower, any of the Guarantors, any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender other Holder of Secured Obligations shall not waive, affect or diminish any right of the Administrative Agent or such Lender Holder of Secured Obligations at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lenderother Holder of Secured Obligations, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or each of the Guarantors, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under Section 11.07 of the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender other Holder of Secured Obligations shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender other Holder of Secured Obligations permitted hereunder shall in any way affect or impair the Administrative Agent’s 's or any Lender’s such Holder's rights and remedies or the obligations of any of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders shall be conclusive and binding on the Guarantors irrespective of whether or any of the Guarantors was party to the suit or action in which such determination was made.any Holder of Secured Obligations shall

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Guarantied Obligations or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the U.S. Borrower, the Guarantors, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender person at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their respective agents, officers or employeesits Affiliates, unless such waiver is contained in an instrument in writing, directed and delivered to the such Euro Borrower or the GuarantorsU.S. Borrower, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such FOURTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 120 waiver under the Credit this Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s its rights and remedies or the obligations of the Guarantors U.S. Borrower under this Article X (Guaranty). Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Euro Borrower to any of the Lenders Guarantied Party shall be conclusive and binding on the Guarantors U.S. Borrower irrespective of whether any of the Guarantors U.S. Borrower was a party to the suit or action in which such determination was made.. [SIGNATURE PAGES FOLLOW]

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Lender in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative AgentLender, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Lender at any time or times hereafter to require strict performance by the Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower to any of the Lenders Lender shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Lender in the exercise of any right or remedy arising under this Guaranty, the Credit AgreementTerm Notes, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative AgentLender, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Lender at any time or times hereafter to require strict performance by the any Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the such Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementTerm Notes. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s 's rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower Borrowers to any of the Lenders Lender shall be conclusive and binding on the Guarantors irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Guarantied Obligations or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the U.S. Borrower, the Guarantors, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender person at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their respective agents, officers or employeesits Affiliates, unless such waiver is contained in an instrument in writing, directed and delivered to the such Euro Borrower or the GuarantorsU.S. Borrower, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit this Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s its rights and remedies or the obligations of the Guarantors U.S. Borrower under this Article X (Guaranty). Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Euro Borrower to any of the Lenders Guarantied Party shall be conclusive and binding on the Guarantors U.S. Borrower irrespective of whether any of the Guarantors U.S. Borrower was a party to the suit or action in which such determination was made.. [SIGNATURE PAGES FOLLOW] [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. The U.S. Borrower FMC CORPORATION By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President and Treasurer The Euro Borrowers FMC FINANCE B.V. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorised Signatory FMC CHEMICALS NETHERLANDS B.V. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorised Signatory [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] CITIBANK, N.A., as Administrative Agent, Lender, Issuing Bank and Swing Loan Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] BANK OF AMERICA, N.A., as Syndication Agent, Lender, Issuing Bank and Swing Loan Lender By: /s/ Pace Xxxxxxx Name: Xxxx Xxxxxxx Title: Director [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] BNP PARIBAS, as a Lender By: /s/ Xxxxx X’Xxxxx Name: Xxxxx X’Xxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] CoBank, ACB, as a Lender By: /s/ Xxxxx Castles Name: Xxxxx Castles Title: Vice President [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] JPMorgan Chase Bank, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Director [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] Sumitomo Mitsui Banking Corporation, as a Lender By: /s/ Jun Ashley Name: Jun Ashley Title: Director [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] TD Bank, N.A., as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Senior Vice President [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] Banco Santander, S.A., New York Branch, as a Lender By: /s/ Pablo Urgoiti Name: Pablo Urgoiti Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] TRUIST BANK, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] U.S. Bank National Association, as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] BANK OF CHINA, NEW YORK BRANCH, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Executive Vice President [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] Citizens Bank, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] PNC Bank, National Association, as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: SVP [SIGNATURE PAGE TO FIFTH A&R FMC CREDIT AGREEMENT] Xxxxx Fargo Bank, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Second Lien Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Second Lien Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Guarantied Party's rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of either Buyer, the Lenders or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Related Documents or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person either Buyer, the Lenders or the Agent of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon either Buyer, the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of applicable Buyer, the Lenders or the Administrative Agent (as applicable). Failure by either Buyer, the Lenders or the Agent at any time or times hereafter to require strict performance by the Borrower, the Guarantorsa Seller, any other guarantor of all or any part of the Guaranteed Obligations or any other Person party of any of the provisions, warranties, terms and conditions contained in any of the Loan Related Documents now or at any time or times hereafter executed by such Persons parties and delivered to either Buyer, the Administrative Lenders or the Agent or any Lender shall not waive, affect or diminish any right of the Administrative Buyer, the Lenders or the Agent or such Lender at any time or times hereafter to demand strict performance thereof thereof, and such right shall not be deemed to have been waived by any act or knowledge of either Buyer, the Administrative Agent or any LenderLenders, the Agent, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicableSeller, specifying such waiver, and is signed by the party Lenders or parties necessary to give such waiver under the Credit AgreementAgent (as applicable). No waiver of any Event of Default by either Buyer, the Administrative Lenders or the Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by either Buyer, the Administrative Lenders or the Agent or any Lender permitted hereunder shall in any way affect or impair either Buyer’s, the Administrative Lenders’ or the Agent’s or any Lender’s rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower Seller to any of the Lenders or the Agent shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Guarantied Obligations or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender person at any time or times hereafter to demand strict performance thereof and such right 137 WEIL:\98721861\10\35899.0596 shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their respective agents, officers or employeesits Affiliates, unless such waiver is contained in an instrument in writing, directed and delivered to the such Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit this Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s its rights and remedies or the obligations of the Guarantors any Guarantor under this Article X (Loan Guaranty). Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Borrower to any of the Lenders Guarantied Party shall be conclusive and binding on the Guarantors irrespective of whether any or all of the Guarantors was were a party to the suit or action in which such determination was made. SECTION 10.13.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Guarantied Obligations or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the U.S. Borrower, the Guarantors, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender person at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their respective agents, officers or employeesits Affiliates, unless such waiver is contained in an instrument in writing, directed and delivered to the such Euro Borrower or the GuarantorsU.S. Borrower, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such 109 THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION waiver under the Credit this Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s its rights and remedies or the obligations of the Guarantors U.S. Borrower under this Article X (Guaranty). Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Euro Borrower to any of the Lenders Guarantied Party shall be conclusive and binding on the Guarantors U.S. Borrower irrespective of whether any of the Guarantors U.S. Borrower was a party to the suit or action in which such determination was made.. [SIGNATURE PAGES FOLLOW] 110 THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. The U.S. Borrower FMC CORPORATION By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Deputy Treasurer The Euro Borrowers FMC FINANCE B.V. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory, as Director FMC CHEMICALS NETHERLANDS B.V. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory, as Director FMC XXXXX, X.X. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory, as Attorney-in-Fact [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION CITIBANK, N.A., as Administrative Agent, Lender, Issuing Bank and Swing Loan Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION BANK OF AMERICA, N.A., as Syndication Agent, Lender, Issuing Bank and Swing Loan Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION BNP Paribas as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION CoBank, ACB, as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION JPMorgan Chase Bank, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Director [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION TD BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ J. Xxxxxx Xxxxxxxxx Name: J. Xxxxxx Xxxxxxxxx Title: Vice President [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION Santander Bank, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Executive Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Executive Director [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION Citizens Bank, N.A. (as successor by merger to Citizens Bank of Pennsylvania), as a Lender By: /s/ Xxxxxxx X. X’Xxxxx Name: Xxxxxxx X. X’Xxxxx Title: Senior Vice President [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Executive Director By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION KBC BANK N.V., NEW YORK BRANCH, as a Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Vlada Lisovetsky Name: Vlada Lisovetsky Title: Senior Associate [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. XxXxx Name: Xxxx X. XxXxx Title: Vice President [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION Xxxxx Fargo Bank, National Association, as a Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT] THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION BANK OF CHINA, NEW YORK BRANCH, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Lending Officer [SIGNATURE PAGE TO THIRD A&R FMC CREDIT AGREEMENT]

Enforcement; Amendments; Waivers. No delay on the part of the Administrative Agent, the Issuing Bank or any of the Lenders or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, or any other guaranty of of, or security security, for all or any part of the Obligations Obligations, shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent, the Issuing Bank or any such Person of the Lenders of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, the Issuing Bank or any of the Lenders, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverAdministrative Agent. Failure by the Administrative Agent or any of the Lenders or the Administrative Agent at any time or times hereafter to require strict performance by the BorrowerCompany, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent Agent, the Issuing Bank or any Lender of the Lenders shall not waive, affect or diminish any right of the Administrative Agent Agent, the Issuing Bank or such Lender any of the Lenders at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent Agent, the Issuing Bank or any Lenderof the Lenders, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower Company or the Guarantors, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementAdministrative Agent. No waiver of any Event of Default by the Administrative Agent or any Lender Lenders shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent Agent, the Issuing Bank or any Lender of the Lenders permitted hereunder shall in any way affect or impair the Administrative Agent’s 's, the Issuing Bank's or any Lender’s 's rights and remedies or the obligations of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower Company to any of the Administrative Agent, the Lenders and the Issuing Bank shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent ---------------------------------- Lender in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Loan Document Obligations, the Collateral or any other guaranty of or security for all or any part of the Loan Document Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person the Lender of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative AgentLender, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverwaiver and approved by the Lender. Failure by any of the Lenders or the Administrative Agent Lender at any time or times hereafter to require strict performance by the Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Loan Document Obligations or any other Person of any of the provisions, covenants, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s 's rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders Lender shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any final, non-appealable determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made. GUARANTY PRESTIGE BRANDS, INC.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the Guarantors, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s 's or any Lender’s 's rights and remedies or the obligations of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders shall be conclusive and binding on the Guarantors irrespective of whether any of the Guarantors was party to the suit or action in which such determination was made. 11.

Enforcement; Amendments; Waivers. No delay on the part of the Agent or any other Holder of the Lenders or the Administrative Agent Secured Obligations in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations Guaranteed Obligations, shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. The remedies set forth herein are cumulative and not exclusive of any remedies provided by law or the other Loan Documents. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Agent or the Administrative Agentany other Holder of Secured Obligations, except as expressly set forth in a writing duly signed and delivered by in accordance with the party making such modification or waiverprovisions of Section 11.07 of the Credit Agreement. Failure by the Agent or any other Holder of the Lenders or the Administrative Agent Secured Obligations at any time or times hereafter to require strict performance by the Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender other Holder of Secured Obligations shall not waive, affect or diminish any right of the Administrative Agent or such Lender Holder of Secured Obligations at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lenderother Holder of Secured Obligations, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under Section 11.07 of the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender other Holder of Secured Obligations shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender other Holder of Secured Obligations permitted hereunder shall in any way affect or impair the Administrative Agent’s 's or any Lender’s such Holder's rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by Borrower or the Borrower Guarantor to any Holder of the Lenders Secured Obligations shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Beneficiary in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Membership Interest Purchase Agreement or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person the Beneficiary of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Beneficiary or the Administrative AgentGuarantor, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverBeneficiary and Guarantor. Failure by any of the Lenders or the Administrative Agent Beneficiary at any time or times hereafter to require strict performance by the Borrower, the Guarantors, any other guarantor Seller of all or any part of the Guaranteed Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Membership Interest Purchase Agreement shall not waive, affect or diminish any right of the Administrative Agent or such Lender Beneficiary at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent Beneficiary (or any Lender, or their respective its agents, officers or employees), unless such waiver is contained in an instrument in writing, writing from the Beneficiary directed and delivered to the Borrower Seller or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementBeneficiary. No waiver of any Default default in the Guaranteed Obligations by the Administrative Agent or any Lender Beneficiary shall operate as a waiver of any other Default default of the Guaranteed Obligations or the same Default default of the Guaranteed Obligations on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s rights and remedies or the obligations of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders shall be conclusive and binding on the Guarantors irrespective of whether any of the Guarantors was party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Lender in the exercise of any right or remedy arising under this Guaranty, the Credit AgreementTerm Note, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative AgentLender, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Lender at any time or times hereafter to require strict performance by the any Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Obligations or any other Person person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the such Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementTerm Note. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s 's rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower Borrowers to any of the Lenders Lender shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Guarantied Obligations or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the GuarantorsEuro Borrower Guarantor, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender person at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their respective agents, officers or employeesits Affiliates, unless such waiver is contained in an instrument in writing, directed and delivered to the such Euro Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit this Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s its rights and remedies or the obligations of the Guarantors Euro Borrower Guarantor under this Guaranty. Article X. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Euro Borrower to any of the Lenders Guarantied Party shall be conclusive and binding on the Guarantors Euro Borrower Guarantor irrespective of whether any of the Guarantors Euro Borrower Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of either Agent or any of the Lenders or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Credit Documents or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by either Agent or any such Person of the Lenders of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon either Agent or any of the Lenders or the Administrative AgentLenders, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverAdministrative Agent. Failure by either Agent or any of the Lenders or the Administrative Agent at any time or times hereafter to require strict performance by the any Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Credit Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative either Agent or any Lender of the Lenders shall not waive, affect or diminish any right of the Administrative either Agent or such Lender any of the Lenders at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative either Agent or any Lenderof the Lenders, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower Borrowers or the Guarantors, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreementeither Agent. No waiver of any Event of Default by the Administrative Agent or any Lender Lenders shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative either Agent or any Lender of the Lenders permitted hereunder shall in any way affect or impair the Administrative either Agent’s 's or any Lender’s 's rights and remedies or the obligations of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Borrower to any of either Agents and the Lenders shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or Collateral Agent, the Administrative Agent or any Lender in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by the Collateral Agent, the Administrative Agent or any such Person Lender of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Collateral Agent, the Administrative Agent or the Administrative AgentLenders, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverCollateral Agent. Failure by any of the Lenders Collateral Agent or the Administrative Agent at any time or times hereafter to require strict performance by the any Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Collateral Agent or the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Collateral Agent or the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Collateral Agent or any Lenderthe Administrative Agent, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to such Borrower, the Borrower Guarantor or the Guarantorsother relevant Person, as applicable, specifying such waiver, and is signed by the party Collateral Agent or parties necessary to give such waiver under the Credit AgreementAdministrative Agent. No waiver of any Event of Default by the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Collateral Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Collateral Agent’s or any Lender’s rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Borrower to the Administrative Agent, the Collateral Agent or any of the Lenders Lender shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Credit Document or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Foreign Borrowers, any Subsidiary Guarantor, any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Credit Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been U.S. SUBSIDIARY GUARANTY FMC CORPORATION waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorsapplicable Foreign Borrower or such Subsidiary Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the applicable Credit AgreementDocument. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Subsidiary Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower or a Foreign Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Subsidiary Guarantor irrespective of whether any of the Guarantors such Subsidiary Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Guarantied Obligations or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantors, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender Person at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent any Guarantied Party or any Lender, or their respective agents, officers or employeesits Affiliates, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit this Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s its rights and remedies or the obligations of the Guarantors under this Guaranty. Article X. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.. 57 CREDIT AGREEMENT FMC FINANCE B.V.

Enforcement; Amendments; Waivers. No delay on the part of the Administrative Agent or any of the Lenders or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent or any such Person of the Lenders of any such right night or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Administrative Agent or any of the Administrative AgentLenders, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverAdministrative Agent. Failure by the Administrative Agent, or any of the Lenders or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the GuarantorsBorrowers, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender of the Lenders shall not waive, affect or diminish any right of the Administrative Agent or such Lender any of the Lenders at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lenderof the Lenders, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementAdministrative Agent. No waiver of any Event of Default by the Administrative Agent or any Lender Lenders shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender of the Lenders permitted hereunder shall in any way affect or impair the Administrative Agent’s 's or any Lender’s 's rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Administrative Agent and the Lenders shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders Borrower, the Lender or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, Guaranty and the Credit Agreement, any of the other Loan Documents Servicing Agreement or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person the Borrower, the Lender or the Agent of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Borrower, the Lender or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification Borrower, the Lender or waiverthe Agent (as applicable). Failure by any of the Lenders Borrower, the Lender or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the GuarantorsMedallion Funding, any other guarantor of all or any part of the Guaranteed Obligations or any other Person party of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents Servicing Agreement now or at any time or times hereafter executed by such Persons parties and delivered to the Administrative Borrower, the Lender or the Agent or any Lender shall not waive, affect or diminish any right of the Administrative Borrower, the Lender or the Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Borrower, the Lender, the Agent, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicableMedallion Funding, specifying such waiver, and is signed by the party Lender or parties necessary to give such waiver under the Credit AgreementAgent (as applicable). No waiver of any Event of Default by the Administrative Borrower, the Lender or the Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Borrower, the Lender or the Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative AgentBorrower’s, the Lender’s or any Lenderthe Agent’s rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by Medallion Funding to the Borrower to any of Lender or the Lenders Agent shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent or the other Secured Parties in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Facility Documents or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations Guaranteed Obligations, shall operate as a waiver thereof, and no single or partial exercise by any such Person the Administrative Agent or the other Secured Parties of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Administrative Agent or the Administrative Agentother Secured Parties, except as expressly set forth in a writing duly signed and delivered by the party making such modification Administrative Agent or waiverthe other Secured Parties (as applicable). Failure by any of the Lenders or the Administrative Agent or the other Secured Parties at any time or times hereafter to require strict performance by the Borrower, the GuarantorsACV Capital, any other guarantor of all or any part of the Guaranteed Obligations or any other Person party of any of the provisions, warranties, terms and conditions contained in any of the Loan Facility Documents now or at any time or times hereafter executed by such Persons parties and delivered to the Administrative Agent or any Lender the other Secured Parties shall not waive, affect or diminish any right of the Administrative Agent or such Lender the other Secured Parties at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lenderthe other Secured Parties, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicableACV Capital, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender shall operate the other Secured Parties (as a waiver of any other Default or the same Default on a future occasion, and no applicable). No action by the Administrative Agent or any Lender the other Secured Parties permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s the other Secured Parties’ rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by ACV Capital to the Borrower to any of Administrative Agent or the Lenders other Secured Parties shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Subsidiary Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Subsidiary Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Guarantied Party's rights and remedies or the obligations of the Guarantors any Guarantor under this Subsidiary Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by GUARANTY PRESTIGE BRANDS, INC. the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any final, non-appealable determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit AgreementIndenture, any of the other Loan Documents Notes or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverGuarantor. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the BorrowerIssuer, the GuarantorsGuarantor, any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents now Indenture or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Notes shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower Issuer or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementIndenture and the Notes. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower Issuer to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of the U.S. Administrative Agent, any of the Lenders Issuing Banks, any of the Lenders, the European Administrative Agent or the Administrative Syndication Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by the U.S. Administrative Agent, any such Person of the Issuing Banks, any of the Lenders, the European Administrative Agent or the Syndication Agent of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders U.S. Administrative Agent, any of the Issuing Banks, any of the Lenders, the European Administrative Agent or the Administrative Syndication Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverU.S. Administrative Agent. Failure by the U.S. Administrative Agent, any of the Lenders Issuing Banks, any of the Lenders, the European Administrative Agent or the Administrative Syndication Agent at any time or times hereafter to require strict performance by the any Foreign Borrower, the Guarantors, any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the U.S. Administrative Agent, any of the Issuing Banks, any of the Lenders, the European Administrative Agent or any Lender the Syndication Agent shall not waive, affect or diminish any right of the U.S. Administrative Agent, any of the Issuing Banks, any of the Lenders, the European Administrative Agent or such Lender the Syndication Agent at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the U.S. Administrative Agent, any of the Issuing Banks, any of the Lenders, the European Administrative Agent or any Lenderthe Syndication Agent, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicableGuarantor, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s rights and remedies or the obligations of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders shall be conclusive and binding on the Guarantors irrespective of whether any of the Guarantors was party to the suit or action in which such determination was made.U.S.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantors, any Borrowers or any other guarantor of all or any of the Obligations, or any Guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the such Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Guarantied Party's rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders shall be conclusive and binding on the Guarantors irrespective of whether any of the Guarantors was party to the suit or action in which such determination was made.competent

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the Guarantors, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s 's or any Lender’s 's rights and remedies or the obligations of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders shall be conclusive and binding on the Guarantors irrespective of whether any of the Guarantors was party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Guarantied Party's rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or any Foreign Loan Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the BorrowerForeign Borrowers, the GuarantorsGuarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document or any Foreign Loan Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower Foreign Borrowers or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementAgreement and/or applicable Foreign Loan Document. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Default event of default or the same Default event of default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the any Foreign Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of either Buyer, the Lenders Lender or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Related Documents or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person either Buyer, the Lender or the Agent of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon either Buyer, the Lenders Lender or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification applicable Buyer, the Lender or waiverthe Agent (as applicable). Failure by any of either Buyer, the Lenders Lender or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the Guarantorsa Seller, any other guarantor of all or any part of the Guaranteed Obligations or any other Person party of any of the provisions, warranties, terms and conditions contained in any of the Loan Related Documents now or at any time or times hereafter executed by such Persons parties and delivered to either Buyer, the Administrative Lender or the Agent or any Lender shall not waive, affect or diminish any right of the Administrative Buyer, the Lender or the Agent or such Lender at any time or times hereafter to demand strict performance thereof thereof, and such right shall not be deemed to have been waived by any act or knowledge of either Buyer, the Administrative Agent or any Lender, the Agent, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicableapplicable Seller, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s rights and remedies or the obligations of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders shall be conclusive and binding on the Guarantors irrespective of whether any of the Guarantors was party to the suit or action in which such determination was made.(as

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the any Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower Borrowers or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower Borrowers to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or 113 times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s 's or any Lender’s 's rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, Agreement or any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders Holders of Secured Obligations or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Secured Obligations, the Collateral or any other guaranty of or security for all or any part of the Secured Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Holders of Secured Obligations or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders Holders of Secured Obligations or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Secured Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Holder of Secured Obligations shall not waive, affect or diminish any right of the Administrative Agent or such Lender Holder of Secured Obligations at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderHolder of Secured Obligations, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender Holder of Secured Obligations shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Lender Holder of Secured Obligations permitted hereunder shall in any way affect or impair the Administrative Agent’s 's or any Lender’s Holder of Secured Obligations's rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders Holders of Secured Obligations shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders Agents or the Administrative Agent Lenders in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of the Agents or the Lenders of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon any of the Lenders Agents or the Administrative AgentLenders, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverAgents and the Lenders. Failure by any of the Lenders Agents or the Administrative Agent Lenders at any time or times hereafter to require strict performance by the Borrower, the Guarantors, Borrower or any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to any of the Administrative Agent Agents or any Lender the Lenders shall not waive, affect or diminish any right of any of the Administrative Agent Agents or such Lender the Lenders at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of any of the Administrative Agent Agents or any Lenderthe Lenders, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementAdministrative Agent. No waiver of any Event of Default by the Administrative Agent or any Lender Lenders shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by any of the Administrative Agent Agents or any Lender the Lenders permitted hereunder shall in any way affect or impair the Administrative any Agent’s 's or any Lender’s 's rights and remedies or the obligations of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Agents and the Lenders shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Amended Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Amended Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or -------------------------------- Collateral Agent, the Administrative Agent or any Lender in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by the Collateral Agent, the Administrative Agent or any such Person Lender of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Collateral Agent, the Administrative Agent or the Administrative AgentLenders, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverCollateral Agent. Failure by any of the Lenders Collateral Agent or the Administrative Agent at any time or times hereafter to require strict performance by the any Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Collateral Agent or the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Collateral Agent or the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Collateral Agent or any Lenderthe Administrative Agent, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to such Borrower, the Borrower Guarantor or the Guarantorsother relevant Person, as applicable, specifying such waiver, and is signed by the party Collateral Agent or parties necessary to give such waiver under the Credit AgreementAdministrative Agent. No waiver of any Event of Default by the Administrative Agent, the Collateral Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Collateral Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Collateral Agent’s or any Lender’s 's rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Borrower to the Administrative Agent, the Collateral Agent or any of the Lenders Lender shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Lender in the exercise of any right or remedy arising under this Guaranty, the Credit Loan Agreement, any of the other Loan Transaction Documents or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person the Lender of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative AgentLender, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverLender. Failure by any of the Lenders or the Administrative Agent Lender at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Transaction Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementLender. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders Lender shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Seller in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Security Agreement or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person Seller of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty Security Agreement shall be binding upon the Lenders or the Administrative AgentSeller, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverSeller. Failure by any of the Lenders or the Administrative Agent Seller at any time or times hereafter to require strict performance by the Borrower, the GuarantorsBuyer, any other endorser or guarantor of all or any part of the Obligations or any other Person person or entity of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents agreement now or at any time or times hereafter executed by such Persons person or entity and delivered to the Administrative Agent or any Lender Seller shall not waive, affect or diminish any right of the Administrative Agent or such Lender Seller at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderSeller, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicable, Buyer specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementSeller. No waiver of any Event of Default by the Administrative Agent or any Lender Seller shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Seller permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Seller's rights and remedies or the obligations of the Guarantors Buyer under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders shall be conclusive and binding on the Guarantors irrespective of whether any of the Guarantors was party to the suit or action in which such determination was madeSecurity Agreement.

Enforcement; Amendments; Waivers. No delay on the part of either Agent or any of the Lenders or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Credit Documents or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by either Agent or any such Person of the Lenders of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon either Agent or any of the Lenders or the Administrative AgentLenders, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverAdministrative Agent. Failure by either Agent or any of the Lenders or the Administrative Agent at any time or times hereafter to require strict performance by the any Foreign Borrower, the Guarantors, any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Credit Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative either Agent or any Lender of the Lenders shall not waive, affect or diminish any right of the Administrative either Agent or such Lender any of the Lenders at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative either Agent or any Lender, of the Lenders or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicableGuarantor, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementAdministrative Agent. No waiver of any Event of Default by the Administrative Agent or any Lender Lenders shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative either Agent or any Lender of the Lenders permitted hereunder shall in any way affect or impair the Administrative either Agent’s 's or any Lender’s 's rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Foreign Borrower to any of the Agents and the Lenders shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders Lender or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Loan Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Secured Obligations, the Collateral or any other guaranty of or security for all or any part of the Secured Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person the Lender or the Agent of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Lender or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification Lender or waiverthe Agent (as applicable). Failure by any of the Lenders Lender or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Secured Obligations or any other Person party of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons parties and delivered to the Administrative Lender or the Agent or any Lender shall not waive, affect or diminish any right of the Administrative Lender or the Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, the Agent, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party Lender or parties necessary to give such waiver under the Credit AgreementAgent (as applicable). No waiver of any Event of Default by the Administrative Lender or the Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Lender or the Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative AgentLender’s or any Lenderthe Agent’s rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders Lender or the Agent shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders -------------------------------- Holders of Secured Obligations or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Secured Obligations, the Collateral or any other guaranty of or security for all or any part of the Secured Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Holders of Secured Obligations or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders Holders of Secured Obligations or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Secured Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Holder of Secured Obligations shall not waive, affect or diminish any right of the Administrative Agent or such Lender Holder of Secured Obligations at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderHolder of Secured Obligations, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender Holder of Secured Obligations shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Lender Holder of Secured Obligations permitted hereunder shall in any way affect or impair the Administrative Agent’s 's or any Lender’s Holder of Secured Obligations's rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal principle and/or interest owing by the Borrower to any of the Lenders Holders of Secured Obligations shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders Holders of Obligations or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Holders of Obligations or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverwaiver and approved by the Administrative Agent. Failure by any of the Lenders Holders of Obligations or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Holder of Obligations shall not waive, affect or diminish any right of the Administrative Agent or such Lender Holder of Obligations at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderHolder of Obligations, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender Holder of Obligations shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Lender Holder of Obligations permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Holder of Obligations’ rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders Holders of Obligations shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Secured Obligations, the Pledged Collateral or any other guaranty of or security for all or any part of the Secured Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person the Agent of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered Failure by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Pledgor, any other guarantor pledgor of all or any part of the Secured Obligations or any other Person person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writinga written instrument, directed and delivered to the Borrower or the GuarantorsPledgors or any other Loan Party, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s rights and remedies or the obligations Secured Obligations of the Guarantors Pledgors under this GuarantyAgreement. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest Secured Obligation owing by the Borrower to any of the Lenders Agent shall be conclusive and binding on the Guarantors each Pledgor irrespective of whether any of the Guarantors such Pledgor was a party to the suit or action in which such determination was made. The provisions of this Agreement may be amended only by an instrument in writing signed by the party or parties against whom the same is to be enforced.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Credit Document or otherwise with respect to all or any part of the Guaranteed Obligations or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the any Borrower, the Guarantorsany Subsidiary Guarantor, any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Credit Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the applicable Borrower or the Guarantorssuch Subsidiary Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver U.S. SUBSIDIARY GUARANTY FMC CORPORATION under the applicable Credit AgreementDocument. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Subsidiary Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the a Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Subsidiary Guarantor irrespective of whether any of the Guarantors such Subsidiary Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Lender in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person the Lender of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative AgentLender, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverLender. Failure by any of the Lenders or the Administrative Agent Lender at any time or times hereafter to require strict performance by the Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementLender. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s 's rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders Lender shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was party a arty to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, the Intercreditor Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of -------------------------------- the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Merger Agreement or otherwise with respect to all or any part of the Obligations Obligations, or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative AgentGuarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the BorrowerParent, the GuarantorsGuarantor, any other guarantor of all or any part of the Obligations or any other Person person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents Merger Agreement now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower Parent or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Merger Agreement. No waiver of any Default by the Administrative Agent or any Lender shall operate as a waiver of any other Default or the same Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s rights and remedies or the obligations of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower Parent to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders Banks, the Issuing and Paying Agent or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Transaction Documents or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Banks, the Issuing and Paying Agent or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders Banks, the Issuing and Paying Agent or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the GuarantorsGuarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Transaction Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent, the Issuing and Paying Agent or any Lender Bank shall not waive, affect or diminish any right of the Administrative Agent, the Issuing and Paying Agent or such Lender Bank at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent, the Issuing and Paying Agent or any LenderBank, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent, the Issuing and Paying Agent or any Lender Bank shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent, the Issuing and Paying Agent or any Lender Bank permitted hereunder shall in any way affect or impair the Administrative Agent’s 's, the Issuing and Paying Agent's or any Lender’s Bank's rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders Banks shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Guarantied Obligations, the Collateral or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the BorrowerAustralian Borrowers, the Guarantorsany Guarantor, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower Australian Borrowers or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed NON-U.S. GUARANTY SWIFT & COMPANY by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Guarantied Party's rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower Australian Borrowers to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders Trustee or the Administrative Agent Holders in the exercise of any right or remedy arising under this Guaranty, the Credit AgreementIndenture, the Securities or any of the other Loan Documents instrument or agreement related to the Indenture or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person the Trustee or the Holders of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or Trustee and the Administrative AgentHolders, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverTrustee. Failure by any of the Lenders Trustee or the Administrative Agent Holders at any time or times hereafter to require strict performance by the Borrower, the GuarantorsCompany, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in the Indenture, the Securities or any of the Loan Documents other instruments or agreements related thereto now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent Trustee or any Lender Holder shall not waive, affect or diminish any right of the Administrative Agent Trustee or such Lender the Holders at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent Trustee or any Lenderthe Holders, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower Company or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementTrustee. No waiver of any Event of Default by the Administrative Agent Trustee or any Lender the Holders shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent Trustee or any Lender the Holders permitted hereunder shall in any way affect or impair the Administrative AgentTrustee’s or any Lender’s the Holders’ rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower Company to the Trustee or any of the Lenders Holder shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guaranteed Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guaranteed Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guaranteed Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guaranteed Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guaranteed Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuaranteed Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guaranteed Party shall operate as a waiver of any other Event of Default or the occurrence of the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guaranteed Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Guaranteed Party's rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders a Guaranteed Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Lender in the exercise of any right or remedy arising under this Guaranty, the Credit AgreementTerm Note, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative AgentLender, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Lender at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the such Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementTerm Note. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s 's rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders Lender shall be conclusive and binding on the Guarantors irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Guarantied Obligations, the Collateral or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the any Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Guarantied Obligations or any other DOMESTIC GUARANTY SWIFT & COMPANY Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the any Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Guarantied Party's rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the any Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such GUARANTY AMKOR TECHNOLOGY, INC. right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Lender in the exercise of any right or remedy arising under this Guaranty, the Credit Loan Agreement, any of the other Loan Documents loan agreements or otherwise with respect to all or any part of the Obligations Liabilities, the Guaranty Collateral or any other guaranty of or security for all or any part of the Obligations Liabilities shall operate as a waiver thereof, and no single or partial exercise by any such Person Lender of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative AgentLender, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverLender. Failure by any of the Lenders or the Administrative Agent Lender at any time or times hereafter to require strict performance by the Borrower, the Guarantors, any other guarantor of all or any part of the Obligations Liabilities or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents other loan agreements now or at any time or times hereafter executed by such Persons entities and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementLender. No waiver of any Unmatured Event of Default or Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Unmatured Event of Default or Event of Default or the same Unmatured Event of Default or Event of Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s rights and remedies or the obligations of any of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders Lender shall be conclusive and binding on each of the Guarantors irrespective of whether any of the Guarantors either Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders Holders or the Administrative Agent in the exercise of any right or remedy arising under this GuarantyAgreement, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, the Keepwell Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty Agreement shall be binding upon the Lenders Holders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the Agent or by the party making such modification or waiver. Failure by any of the Lenders Holders or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the Guarantors, any other guarantor of all or any part of the Obligations or any other Person LJH of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender this Agreement shall not waive, affect or diminish any right of the Administrative Agent or such Lender Holder at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderHolder, or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantors, as applicableLJH, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Default by the Administrative Agent or any Lender default in LJH's performance of its obligations under this Agreement shall operate as a waiver of any other Default default or the same Default such default on a future occasion, and no action by the Administrative Agent or any Lender Holder permitted hereunder shall in any way affect or impair the Administrative Agent’s 's or any Lender’s Holder's rights and remedies or the obligations of the Guarantors LJH under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders shall be conclusive and binding on the Guarantors irrespective of whether any of the Guarantors was party to the suit or action in which such determination was madeAgreement.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverAdministrative Agents and the Collateral Agent (in accordance with Section 14.1 of the Credit Agreement). Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrowerany Obligor, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict Xxxxxxxx xxxxxx xxxxxx performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower such Obligor or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower any Obligor to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Guarantied Obligations, the Collateral or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the any Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower Borrowers or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. GUARANTY JARDEN CORPORATION No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the applicable Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the applicable Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower applicable Borrowers or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the any Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guaranteed Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guaranteed Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guaranteed Party at any time or times hereafter to require strict performance by the any Borrower, the Guarantorsany other Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guaranteed Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guaranteed Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuaranteed Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower Borrowers or the Guarantorssuch other Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guaranteed Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guaranteed Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuaranteed Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the any Borrower to any of the Lenders a Guaranteed Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guaranteed Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guaranteed Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guaranteed Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guaranteed Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guaranteed Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuaranteed Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guaranteed Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guaranteed Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Guaranteed Party's rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders a Guaranteed Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Lender in the exercise of any right or remedy arising under this Guaranty, the Credit AgreementTerm Note, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative AgentLender, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Lender at any time or times hereafter to require strict performance by the any Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons persons and delivered to the Administrative Agent or any Lender shall not waive, affect or diminish any right of the Administrative Agent or such Lender at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the such Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementTerm Note. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s 's rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower Borrowers to any of the Lenders Lender shall be conclusive and binding on the Guarantors irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverAdministrative Agents and the Collateral Agent (in accordance with Section 11.1 (Amendments, Waivers, Etc.) of the Credit Agreement). Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Guarantied Party's rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of the Administrative Agent, any of the Issuing Banks or any of the Lenders or the Administrative Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent, any such Person of the Issuing Banks or any of the Lenders of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, any of the Issuing Banks or any of the Lenders, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverAdministrative Agent. Failure by the Administrative Agent, or any of the Lenders or the Administrative Agent at any time or times hereafter to require strict performance by the Borrower, the GuarantorsBorrowers, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent Agent, any of the Issuing Banks or any Lender of the Lenders shall not waive, affect or diminish any right of the Administrative Agent Agent, any of the Issuing Banks or such Lender any of the Lenders at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent Agent, any of the Issuing Banks or any Lenderof the Lenders, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the GuarantorsGuarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementAdministrative Agent. No waiver of any Event of Default by the Administrative Agent or any Lender Lenders shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent Agent, any of the Issuing Banks or any Lender of the Lenders permitted hereunder shall in any way affect or impair the Administrative Agent’s 's, any Issuing Bank's or any Lender’s 's rights and remedies or the obligations of the Guarantors Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Administrative Agent, the Lenders and the Issuing Banks shall be conclusive and binding on the Guarantors Guarantor irrespective of whether any of the Guarantors Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Guaranteed Obligations, the Collateral or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Guarantied Party's rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, the Intercreditor Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsGUARANTY KNOLOGY, warrantiesINC. provision, terms and conditions warranty, term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any LenderGuarantied Party’s rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of the Administrative Agent, any of the Lenders Issuing Banks, any of the Lenders, the European Administrative Agent or the Administrative Syndication Agent in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent, any such Person of the Issuing Banks, any of the Lenders, the European Administrative Agent or the Syndication Agent of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders Administrative Agent, any of the Issuing Banks, any of the Lenders, the European Administrative Agent or the Administrative Syndication Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverAdministrative Agent. Failure by the Administrative Agent, any of the Lenders Issuing Banks, any of the Lenders, the European Administrative Agent or the Administrative Syndication Agent at any time or times hereafter to require strict performance by the any Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent, any of the Issuing Banks, any of the Lenders, the European Administrative Agent or any Lender the Syndication Agent shall not waive, affect or diminish any right of the Administrative Agent, any of the Issuing Banks, any of the Lenders, the European Administrative Agent or such Lender the Syndication Agent at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent, any of the Issuing Banks, any of the Lenders, the European Administrative Agent or any Lenderthe Syndication Agent, or their respective its agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower Borrowers or the Guarantors, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementAdministrative Agent. No waiver of any Event of Default by the Administrative Agent or any Lender Lenders shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent, any of the Issuing Banks, any of the Lenders, the European Administrative Agent or any Lender the Syndication Agent permitted hereunder shall in any way affect or impair the Administrative Agent’s or 's, any Issuing Bank's, any Lender’s 's, the European Administrative Agent s or the Syndication Agent s rights and remedies or the obligations of the Guarantors under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Borrower to any of the Lenders Administrative Agent, the Lenders, the Issuing Banks, the European Administrative Agent and the Syndication Agent shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Document or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions provision of this Guaranty shall be binding upon the Lenders or the Administrative Agentany Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisionsprovision, warrantieswarranty, terms and conditions term or condition contained in any of the Loan Documents Document now or at any time or times hereafter executed by any such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such <PAGE> waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Guarantied Party's rights and remedies or the obligations of the Guarantors any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or or interest owing by the Borrower to any of the Lenders a Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Guarantied Obligations, the Collateral or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the GuarantorsEuro Borrower Guarantor, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender person at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuarantied Party, or their respective agents, officers or employeesits Affiliates, unless such waiver is contained in an instrument in writing, directed and delivered to the such Euro Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit this Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s its rights and remedies or the obligations of the Guarantors Euro Borrower Guarantor under this Guaranty. Article X. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the any Euro Borrower to any of the Lenders Guarantied Party shall be conclusive and binding on the Guarantors Euro Borrower Guarantor irrespective of whether any of the Guarantors Euro Borrower Guarantor was a party to the suit or action in which such determination was made.. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION ARTICLE XI THE ADMINISTRATIVE AGENT

Enforcement; Amendments; Waivers. No delay on the part of any of -------------------------------- the Lenders or the Administrative Agent Secured Parties in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents Documents, the Intercompany Note or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person the Lender of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any None of the terms or provisions of this Guaranty shall Agreement may be binding upon waived, amended, supplemented or otherwise modified except in accordance with the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiverCollateral Trust Agreement. Failure by any of the Lenders or the Administrative Agent Secured Parties at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Subsidiary Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, covenants, warranties, terms and conditions contained in any of the Loan Documents or the Intercompany Note now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent Lender or any Lender the Holder shall not waive, affect or diminish any right of the Administrative Agent Lender or such Lender the Holder at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any Lender, the Holder or their respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Subsidiary Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit AgreementAgreement or the Intercompany Note. No waiver of any Event of Default by the Administrative Agent Lender or any Lender the Holder shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent Lender or any Lender the Holder permitted hereunder shall in any way affect or impair the Administrative Agent’s Lender's or any Lender’s the Holder's rights and remedies or the obligations of the Guarantors any Subsidiary Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders Lender or the Holder shall be conclusive and binding on the Guarantors each Subsidiary Guarantor irrespective of whether any of the Guarantors such Subsidiary Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of -------------------------------- any of the Lenders or the Administrative Agent Guaranteed Party in the exercise of any right or remedy arising under this Subordinated Guaranty, the Subordinated Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Subordinated Guaranty shall be binding upon the Lenders or the Administrative Agentany Guaranteed Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guaranteed Party at any time or times hereafter to require strict performance by the Borrower, the Guarantorsany Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guaranteed Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender any Guaranteed Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of the Administrative Agent or any LenderGuaranteed Party, or their its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Subordinated Credit Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender Guaranteed Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guaranteed Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s Guaranteed Party's rights and remedies or the obligations of the Guarantors any Guarantor under this Subordinated Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders a Guaranteed Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.

Enforcement; Amendments; Waivers. No delay on the part of any of the Lenders or the Administrative Agent Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Guarantied Obligations or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon the Lenders or the Administrative Agent, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any of the Lenders or the Administrative Agent Guarantied Party at any time or times hereafter to require strict performance by the Borrower, the Guarantors, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to the Administrative Agent or any Lender Guarantied Party shall not waive, affect or diminish any right of the Administrative Agent or such Lender Person at any time or times hereafter to demand strict performance thereof and such right CREDIT AGREEMENT FMC FINANCE B.V. shall not be deemed to have been waived by any act or knowledge of the Administrative Agent any Guarantied Party or any Lender, or their respective agents, officers or employeesits Affiliates, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or the Guarantorssuch Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit this Agreement. No waiver of any Event of Default by the Administrative Agent or any Lender shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by the Administrative Agent or any Lender Guarantied Party permitted hereunder shall in any way affect or impair the Administrative Agent’s or any Lender’s its rights and remedies or the obligations of the Guarantors under this Guaranty. Article X. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any of the Lenders Guarantied Party shall be conclusive and binding on the Guarantors each Guarantor irrespective of whether any of the Guarantors such Guarantor was a party to the suit or action in which such determination was made.