Common use of Cure Clause in Contracts

Cure. If the Borrower and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired Lender, the Administrative Agent will so notify the Borrower and the Revolving Lenders, whereupon as of the effective date specified in such notice, such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share to be on a pro rata basis in accordance with its Revolving Commitment, whereupon such Revolving Lender will cease to be an Impaired Lender and will be a Non-Impaired Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Lender to Non-Impaired Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired Lender.

Cure. If the Borrower and the Borrower, Administrative Agent, each Facing Agent and the Swing Line L/C Lender agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)), (x) such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the Revolving Lender’s Pro Rata Share Exposure and L/C Liabilities of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.

Cure. If the Borrower and the Borrower, Administrative Agent, each Facing Agent the Issuer and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective closing date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(a) (Defaulting Lender)), (i) such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share Ratable Portion to be on a pro rata basis in accordance with its their respective Revolving Credit Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired Lendera Defaulting Lender and (ii) the cash collateral requirements set forth in this Section 2.18 will terminate and the each applicable Issuer and Swing Lender will cause any cash collateral posted with respect to their respective Letter of Credit Obligations or Swing Loans, as the case may be, to be returned to the Borrower subject to any terms relating to such cash collateral; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the Borrower, Administrative Agent, each Facing Agent the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective closing date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.15(a)), (i) such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share to be on a pro rata basis in accordance with its Revolving their respective Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired Lendera Defaulting Lender and (ii) the cash collateral requirements set forth in this Section 2.15 will terminate and the L/C Issuer and Swing Line Lender will cause any cash collateral posted with respect to their respective L/C Obligations or Swing Line Loans, as the case may be, to be returned to the Borrower subject to any terms relating to such cash collateral; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender L/C Issuer agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.19(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving each Lender’s Pro Rata Share obligations in respect of outstanding Revolving Loans and Letters of Credit to be on a pro rata basis in accordance with its their respective Revolving CommitmentCredit Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the Issuing Bank and the Swing Line Lender Swingline Lenders agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.19(b)), such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the Revolving Lender’s Pro Rata Share Credit Exposure, LC Exposure and Swingline Exposure of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and any Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender Issuer agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.23(a)), such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share Ratable Portion to be on a pro rata basis in accordance with its Revolving Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the any Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.

Cure. If Holdings, the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender each Issuer agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.23(a)), such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share Lender to be on a pro rata basis hold Loans and participate in Letter of Credit Obligations in accordance with its Revolving CommitmentRatable Portion, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired Defaulting Lender and the relevant Applicant shall be released from the cash collateralization requirements set forth in Sections 2.23(a)(ii) with respect to the unreallocated portion relating to such Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender (other than any Non-Extending Revolving Credit Lender (as defined in the Second Amendment Agreement) that did not execute the Second Amendment Agreement on or prior to the Second Restatement Effective Date) that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired Lender a Defaulting Lender, as the case may be, should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the participations in Loans of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and the participations in Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the Borrowers’ Agent, Administrative Agent, each Facing Agent the Issuing Lenders and the Swing Line Lender Overdraft Providers agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.13(d)), such Revolving Lender will, to the extent applicable, purchase such portion of the outstanding Revolving Loans of the other Revolving Lenders (or the together with any break funding incurred by such other Revolving Lenders will purchase from the formerly Impaired LenderLenders) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Multicurrency Revolving Lender’s Pro Rata Share Commitments, Dollar Revolving Commitments, Revolving Commitments, Multicurrency Revolving Loans, Dollar Revolving Loans, Revolving Loans, Letter of Credit participation obligations and Overdraft Amount participation obligations of the Lenders to be on a pro rata basis in accordance with its their respective Revolving CommitmentCommitments under the applicable Revolving Facility, whereupon such Revolving Lender will cease to be an Impaired Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Parent Borrower, the Administrative Agent, each Facing Agent the L/C Issuers and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Parent Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Parent Borrower, the Administrative Agent, each Facing Agent the L/C Issuers and the Swing Line Lender agree in writing in their discretion that a Revolving Lender (other than any Lender that did not execute the Amendment and Restatement Agreement on or prior to the Restatement Date) that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 2.03 and Swing Line Loan participations pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Parent Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the Company, Administrative Agent, each Facing Agent the Issuing Lenders and the Swing Line Lender Loan Lenders agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date Effective Date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 7.18(a) (Defaulting Lender)), (i) such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share Multi-Currency Commitment Percentage to be on a pro rata basis in accordance with its Revolving their respective Multi-Currency Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender or Potential Defaulting Lender and will be a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired Lendera Defaulting Lender and (ii) the cash collateral requirements set forth in this Section 7.18 will terminate and the each applicable Issuing Lender and Swing Line Lender will cause any cash collateral posted with respect to their respective L/C Obligations or Swing Line Loans, as the case may be, to be returned to the applicable Borrower subject to any terms relating to such cash collateral; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender or Potential Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender (other than any Revolving Credit Lender on the Restatement Effective Date that did not execute the Amendment Agreement on or prior to the Restatement Effective Date) that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the Borrower, Administrative Agent, each Facing Agent the Issuer and the Swing Line Lender Loan Lenders, as applicable, agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.19(a) (Defaulting Lender)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share Ratable Portion to be on a pro rata basis in accordance with its Revolving their respective Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be become a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired Lender; a Defaulting Lender and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.

Cure. If the Borrower Issuer and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender Committed Purchaser that is an Impaired Lender a Defaulting Committed Purchaser should no longer be deemed to be an Impaired Lendera Defaulting Committed Purchaser, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, Committed Purchaser shall purchase such portion portions of outstanding Revolving Loans the Class A Principal Balance of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) Committed Purchasers, and/or make such other adjustments adjustments, as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the Committed Purchasers to be hold a portion of Class A Principal Balance on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will Committed Purchaser shall cease to be an Impaired Lender a Defaulting Committed Purchaser and will be a Non-Impaired LenderDefaulting Committed Purchaser; provided, provided that no adjustments will shall be made retroactively with respect to fees and interest accrued or payments made by or on behalf of the Borrower while such Revolving Lender Committed Purchaser was an Impaired Lendera Defaulting Committed Purchaser; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Lender Defaulting Committed Purchaser to Non-Impaired Lender will Defaulting Committed Purchaser shall constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Committed Purchaser’s having been an Impaired Lendera Defaulting Committed Purchaser.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the Issuing Bank and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lenders, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or and make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the interest of the Lenders in the Loans and Letter of Credit Liabilities to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitment Percentages, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired or Potential Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired cure by a Lender to Non-Impaired under this subsection of its status as a Defaulting Lender or Potential Defaulting Lender will constitute a waiver or release of any claim of the Borrower or any other party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and the Borrower, Administrative Agent, each Facing Agent and the Swing Line Issuing Lender agree in writing in their discretion that they have reasonably determined that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such notice, notice and subject to any conditions set forth therein such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share to be on a pro rata basis in accordance with its Revolving Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and the Term Loan Exposure, Revolving Loan Exposure and LC Exposure, as applicable, of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and providedprovided further that, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion determines that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent Borrower will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.15(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the total Term Commitments pursuant to Section 2.01 of the Term Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Term Commitments, whereupon such Revolving Term Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Term Commitments and Term Loans of each Term Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender L/C Issuer agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.19(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving each Lender’s Pro Rata Share obligations in respect of outstanding Loans and Letters of Credit to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.23(a)), such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share Ratable Portion to be on a pro rata basis in accordance with its Revolving Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender Xxxxxx was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Xxxxxx having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Parent Borrower, the Administrative Agent, each Facing Agent the L/C Issuers and the Swing Line Lender agree in writing in their discretion that a Revolving Lender (other than any Lender that did not execute the Amendment Agreement on or prior to the Restatement Date) that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 2.03 and Swing Line Loan participations pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Parent Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the Issuing Banks and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.22(d)), such Revolving Lender will, to the extent applicable, purchase such portion of the outstanding Revolving Loans Credit Advances of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Advances, Facility Letter of Credit participation obligations pursuant to Section 4.6 and Swing Line Advance participation obligations pursuant to Section 2.19 of the Lenders to be on a pro rata basis in accordance with its their respective Revolving CommitmentCredit Commitments, whereupon such Revolving Lender will cease to be an Impaired Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the Company, Administrative Agent, each Facing Agent and the Swing Line Lender Issuer, as applicable, agree in writing in their discretion that a Revolving Lender an LC Participant that is an Impaired Lender a Defaulting LC Participant should no longer be deemed to be an Impaired Lendera Defaulting LC Participant, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.19(a) (Defaulting LC Participant)), such Revolving Lender LC Participant will, to the extent applicable, purchase such portion of outstanding Revolving Loans LC Disbursements of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) LC Participants and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving LenderLC Participant’s Pro Rata Share Ratable Portion to be on a pro rata basis in accordance with its Revolving their respective LC Commitment, whereupon such Revolving Lender LC Participant will cease to be an Impaired Lender a Defaulting LC Participant and will be become a Non-Impaired LenderDefaulting LC Participant; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Company while such Revolving Lender LC Participant was an Impaired Lendera Defaulting LC Participant; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Lender Defaulting LC Participant to Non-Impaired Lender Defaulting LC Participant will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender LC Participant having been an Impaired Lendera Defaulting LC Participant.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender Issuing Banks agree in writing in their discretion that a Revolving Lender Bank that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.21(b)), such Revolving Lender Bank will, to the extent applicable, purchase such portion of outstanding Revolving Loans Advances of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) Banks and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the Revolving Lender’s Pro Rata Share Credit Exposure and L/C Exposure of the Banks to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender Bank will cease to be an Impaired a Defaulting Lender or Potential Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and the Revolving Credit Exposure and L/C Exposure of each Bank will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender Bank was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender or Potential Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Bank’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender each Issuing Bank agree in writing in their discretion that a Revolving Lender Bank that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the Committed Credit Exposure of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Committed Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the Issuing Bank and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.19(c)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the Revolving Lender’s Pro Rata Share Credit Exposure, LC Exposure and Swingline Exposure of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender or Potential Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender or Potential Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share to be on a pro rata basis in accordance with its Revolving Commitmentnecessary, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the Issuing Bank and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender or a Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.24(b)), such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the Revolving Lender’s Pro Rata Share Facility Credit Exposure, Revolving L/C Exposure and Swingline Exposure of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender or Potential Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender or Potential Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and the LiventArcadium, Administrative Agent, each Facing Agent and the Swing Line Lender Issuing Banks, as applicable, agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.13(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Loans (including the purchase at par of any Revolving Loans and related Commitments that were reallocated pursuant to Section 2.13(a)) of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving LenderXxxxxx’s Pro Rata Share ratable portion to be on a pro rata basis in accordance with its Revolving their respective Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be become a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Xxxxxx having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the L/C Issuer, the Swing Line Lender and the Foreign Currency Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.17(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(c), Swing Line Loan participation pursuant to Section 2.04(c) and Foreign Currency Loan participation pursuant to Section 2.18 of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower Issuer and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender Committed Purchaser that is an Impaired Lender a Defaulting Committed Purchaser should no longer be deemed to be an Impaired Lendera Defaulting Committed Purchaser, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, Committed Purchaser shall purchase such portion portions of outstanding Revolving Loans the Class C Principal Balance of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) Committed Purchasers, and/or make such other adjustments adjustments, as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the Committed Purchasers to be hold a portion of Class C Principal Balance on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will Committed Purchaser shall cease to be an Impaired Lender a Defaulting Committed Purchaser and will be a Non-Impaired LenderDefaulting Committed Purchaser; provided, provided that no adjustments will shall be made retroactively with respect to fees and interest accrued or payments made by or on behalf of the Borrower while such Revolving Lender Committed Purchaser was an Impaired Lendera Defaulting Committed Purchaser; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Lender Defaulting Committed Purchaser to Non-Impaired Lender will Defaulting Committed Purchaser shall constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Committed Purchaser’s having been an Impaired Lendera Defaulting Committed Purchaser.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the Issuing Bank and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender or a Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.20(b)), such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the Revolving Lender’s Pro Rata Share Exposure, LC Exposure and Swingline Exposure of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender or Potential Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender or Potential Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the Issuing Bank and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lenders, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or and make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the interest of the Lenders in the Revolving Lender’s Pro Rata Share Loans, Swingline Loans and Letter of Credit Liabilities to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitment Percentages, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired or Potential Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired cure by a Lender to Non-Impaired under this subsection of its status as a Defaulting Lender or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower Issuer and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender Committed Purchaser that is an Impaired Lender a Defaulting Committed Purchaser should no longer be deemed to be an Impaired Lendera Defaulting Committed Purchaser, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, Committed Purchaser shall purchase such portion portions of outstanding Revolving Loans the Class B Principal Balance of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) Committed Purchasers, and/or make such other adjustments adjustments, as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the Committed Purchasers to be hold a portion of Class B Principal Balance on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will Committed Purchaser shall cease to be an Impaired Lender a Defaulting Committed Purchaser and will be a Non-Impaired LenderDefaulting Committed Purchaser; provided, provided that no adjustments will shall be made retroactively with respect to fees and interest accrued or payments made by or on behalf of the Borrower while such Revolving Lender Committed Purchaser was an Impaired Lendera Defaulting Committed Purchaser; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Lender Defaulting Committed Purchaser to Non-Impaired Lender will Defaulting Committed Purchaser shall constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Committed Purchaser’s having been an Impaired Lendera Defaulting Committed Purchaser.

Cure. If the Borrower and Borrowers, the Administrative Agent, each Facing Agent the Letter of Credit Issuer and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the Credit Exposure, Letter of Credit Exposure and Swingline Exposure of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender or Potential Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender or Potential Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and Parent Borrower, the Administrative Agent, each Facing Agent the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Parent Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender Issuing Banks agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.22(d)), such Revolving Lender will, to the extent applicable, purchase such portion of the outstanding Revolving Loans Credit Advances of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Advances and Facility Letter of Credit participation obligations pursuant to Section 4.6 of the Lenders to be on a pro rata basis in accordance with its their respective Revolving CommitmentCredit Commitments, whereupon such Revolving Lender will cease to be an Impaired Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the Administrative Borrowers, Agent, each Facing Agent and the Swing Line Lender and Issuing Bank may agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative and Agent will so shall notify the Borrower and the Revolving Lenders, whereupon as Lenders in writing of such agreement. As of the effective date specified set forth in such noticewritten notice to the Lenders, such Revolving that Lender will, to the extent applicable, purchase such at par that portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make take such other adjustments actions as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held Pro Rata Share to be on a pro rata basis by the Lenders in accordance with its Revolving Commitmentthe Commitments (including without limitation, whereupon reimbursement, to the extent applicable, of any costs of the type described in Section 3.9 incurred by any non-Defaulting Lender), whereupon, such Revolving Lender will cease to be an Impaired Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving that Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender that Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.17(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(c) and Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and any Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender Issuer agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.23(a)), such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share Ratable Portion to be on a pro rata basis in accordance with its Revolving Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the any Borrower while such Revolving Lender Lxxxxx was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lxxxxx having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the U.S. Borrower, Administrative Agent, each Facing Agent the Issuing Banks and the Swing Line Lender Loan Lenders, as applicable, agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share ratable portion to be on a pro rata basis in accordance with its Revolving their respective Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be become a Non-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 59 Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.. (f)

Cure. If the Borrower and the Borrower, Administrative Agent, each Facing Agent the Issuer and the Swing Line Lender Loan Lenders, as applicable, agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.19(a) (Defaulting Lender)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) at par and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share Ratable Portion to be on a pro rata basis in accordance with its Revolving their respective Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be become a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired Lender; a Defaulting Lender and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the Issuing Bank and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.15(c)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the Revolving Lender’s Pro Rata Share Credit Exposure, LC Exposure and Swingline Exposure of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender or Potential Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender or Potential Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.22(d)), such Revolving Lender will, to the extent applicable, purchase such portion of the outstanding Revolving Loans Credit Advances of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Advances and Swing Line Advance participation obligations pursuant to Section 2.19 of the Lenders to be on a pro rata basis in accordance with its their respective Revolving CommitmentCredit Commitments, whereupon such Revolving Lender will cease to be an Impaired Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the Borrower, Administrative Agent, each Facing Agent and the Swing Line L/C Lender agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)), (x) such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the Revolving Lender’s Pro Rata Share Exposure and L/C Liabilities of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender., and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower. (c)

Cure. If the Borrower and the Livent, Administrative Agent, each Facing Agent and the Swing Line Lender Issuing Banks, as applicable, agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.13(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Loans (including the purchase at par of any Revolving Loans and related Commitments that were reallocated pursuant to Section 2.13(a)) of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share ratable portion to be on a pro rata basis in accordance with its Revolving their respective Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be become a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender each Issuing Bank agree in writing in their discretion that a Revolving Lender that Bank is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the Committed Credit Exposure of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Committed Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Parent Borrower, the Administrative Agent, each Facing Agent the L/C Issuers and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon (as of the effective date specified in such noticenotice and subject to any conditions set forth therein), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 2.03 and Swing Line Loan participations pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the any Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender Issuing Bank agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lenders, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender Lender, if a Lender, will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or and make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the interest of the Lenders in the Loans and Letter of Credit Liabilities to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitment Percentages, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired or Potential Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired cure by a Lender to Non-Impaired under this subsection of its status as a Defaulting Lender or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each the Facing Agent Agents and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, purchase such portion of the outstanding Revolving Loans of the other Revolving Lenders (or the together with any break funding incurred by such other Revolving Lenders will purchase from the formerly Impaired LenderLenders) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Multicurrency Revolving Lender’s Pro Rata Share Commitments, Canadian Revolving Commitments, Revolving Commitments, Multicurrency Revolving Loans, Canadian Revolving Loans, Revolving Loans, Letter of Credit participation obligations and Swing Line Loans participation obligations of the Lenders to be on a pro rata basis in accordance with its their respective Revolving CommitmentCommitments under the applicable Revolving Facility, whereupon such Revolving Lender will cease to be an Impaired Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the Issuing Bank and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lenders, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Lender, if a Revolving Lender Lender, will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or and make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the interest of the Revolving Lender’s Pro Rata Share Lenders in the Revolving Loans and Letter of Credit Liabilities to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitment Percentages, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired or Potential Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired cure by a Lender to Non-Impaired under this subsection of its status as a Defaulting Lender or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and the U.S. Borrower, Administrative Agent, each Facing Agent the Issuing Banks and the Swing Line Lender Loan Lenders, as applicable, agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share 's ratable portion to be on a pro rata basis in accordance with its Revolving their respective Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be become a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated escrow account referred to in Section 2.13(a)), such Revolving Lender will, to the extent applicable, shall purchase such portion of portions outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) Lenders, and/or make such other adjustments adjustments, as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the Lenders to be hold Loans on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will shall cease to be an Impaired a Defaulting Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will shall constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon (as of the effective date specified in such noticenotice and subject to any conditions set forth therein), such Revolving Lender will, to the extent applicable, purchase such portion of 113 outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the Aggregate Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 3.1 and Swing Line Loan participations pursuant to Section 3.2 of the Lenders to be on a pro rata basis in accordance with its their respective Revolving CommitmentCredit Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Revolving Credit Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Xxxxxx’s having been an Impaired a Defaulting Lender.. 2.17

Cure. If the Borrower and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired Lender, the Administrative Agent will so notify the Borrower and the Revolving Lenders, whereupon as of the effective date specified in such notice, such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share to be on a pro rata basis in accordance with its Revolving Commitment, whereupon such Revolving Lender will cease to be an Impaired Lender and will be a Non-Non- Impaired Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Lender to Non-Impaired Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the Issuing Bank and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lenders, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or and make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the interest of the Lenders in the Revolving Lender’s Pro Rata Share Loans and Letter of Credit Liabilities to be on a pro rata basis in accordance with its their respective Revolving CommitmentCommitment Percentages, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired or Potential Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired cure by a Lender to Non-Impaired under this subsection of its status as a Defaulting Lender or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the Issuing Bank and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lenders, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or and make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the interest of the Revolving Lender’s Pro Rata Share Lenders in the Revolving Loans and Letter of Credit Liabilities to be on a pro rata basis in accordance with its their respective Revolving CommitmentCommitment Percentages, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired or Potential Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired cure by a Lender to Non-Impaired under this subsection of its status as a Defaulting Lender or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower Borrower, the Agent, the Issuing Bank and the Administrative Agent, each Facing Agent and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender or a Potential Defaulting Lender, as the Administrative case may be, the Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.26(a)), such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the Revolving Lender’s Pro Rata Share Credit Exposure, L/C Exposure and Swingline Exposure of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender or Potential Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender or Potential Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and the Livent, Administrative Agent, each Facing Agent and the Swing Line Lender Issuing Banks, as applicable, agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.13(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Loans (including the purchase at par of any Revolving Loans and related Commitments that were reallocated pursuant to Section 2.13(a)) of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share ratable portion to be on a pro rata basis in accordance with its Revolving their respective Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be become a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.. (f)

Cure. If the Borrower and Borrowers’ Agent, the Administrative Agent, each Facing Agent the Issuing Lenders and the Swing Line Lender Overdraft Provider agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.12(d)), such Revolving Lender will, to the extent applicable, purchase such portion of the outstanding Revolving Loans of the other Revolving Lenders (or the together with any break funding incurred by such other Revolving Lenders will purchase from the formerly Impaired LenderLenders) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Multicurrency Revolving Lender’s Pro Rata Share Commitments, Dollar Revolving Commitments, Revolving Commitments, Multicurrency Revolving Loans, Dollar Revolving Loans, Revolving Loans, Letter of Credit participation obligations and Overdraft Amount participation obligations of the Lenders to be on a pro rata basis in accordance with its their respective Revolving CommitmentCommitments under the applicable Revolving Facility, whereupon such Revolving Lender will cease to be an Impaired Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the Letter of Credit Issuer and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, L/C Participations pursuant to Section 3.3 and Swingline Loan participations pursuant to Section 2.1(c) of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lenders, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or and make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the interest of the Lenders in the Loans and Letter of Credit Liabilities to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitment Percentages, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired or Potential Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired cure by a Lender to Non-Impaired under this subsection of its status as a Defaulting Lender or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Revolving Lender with respect to any Facility that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) at par and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause the total Revolving Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders under such Revolving Lender’s Pro Rata Share Facility to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments under such Facility, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender under such Facility will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the Issuing Lenders and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lenders, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or and make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the interest of the Lenders in the Revolving Lender’s Pro Rata Share Loans, Swingline Loans and LOC Obligations Liabilities to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitment Percentages and LOC Commitment Percentages, as applicable, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired or Potential Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired cure by a Lender to Non-Impaired under this subsection of its status as a Defaulting Lender or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent theeach L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Revolving Lender with respect to any Facility that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in US_ACTIVE:\44299297\214\35899.0483 such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause the total Revolving Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders under such Revolving Lender’s Pro Rata Share Facility to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments under such Facility, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender under such Facility will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the U.S. Borrower and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share ratable portion to be on a pro rata basis in accordance with its Revolving their respective Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be become a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.. (f)

Cure. If the Borrower and the Borrower, Administrative Agent, and each Facing Agent and the Swing Line Issuing Lender or Swingline Lender, as applicable, agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, Administrative Agent will so notify the Borrower and the Revolving Lenders, whereupon as of the effective date specified in such notice, notice (and agreed to by Borrower) and subject to any conditions set forth therein (and agreed to by Borrower) such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share to be on a pro rata basis in accordance with its Revolving Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender or Potential Defaulting Lender and will be a Nonnon-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender or Potential Defaulting Lender to Nonnon-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting or Potential Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.17(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 2.03(c) and Swing Line Loan participations pursuant to Section 2.04(c) of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Parent Borrower, the Administrative Agent, each Facing Agent L/C Issuer and the each Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon (as of the effective date specified in such noticenotice and subject to any conditions set forth therein), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the aggregate Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 3.1 and Swing Line Loan participations pursuant to Section 3.2 of the Lenders to be on a pro rata basis in accordance with its their respective Revolving CommitmentCredit Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Revolving Credit Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the any Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender Issuing Banks agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.22(d)), such Revolving Lender will, to the extent applicable, purchase such portion of the outstanding Revolving Loans Credit Advances of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Advances and Facility Letter of Credit participation obligations pursuant to Section 4.6 of the Lenders to be on a pro rata basis in accordance with its their respective Revolving CommitmentCredit Commitments, whereupon such Revolving Lender will cease to be an Impaired Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Xxxxxx’s having been an Impaired a Defaulting Lender.

Cure. If FinanciaLinx, the Borrower Issuer and the Administrative Agent, each Facing Agent and the Swing Line Lender Agents agree in writing in their discretion that a Revolving Lender Committed Purchaser that is an Impaired Lender a Defaulting Committed Purchaser should no longer be deemed to be an Impaired Lendera Defaulting Committed Purchaser, the Administrative Agent Agents will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to Committed Purchaser shall advance such portions of the extent applicable, purchase such portion of outstanding Revolving Loans Note Principal Balance of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) Committed Purchasers, and/or make such other adjustments adjustments, as the Administrative Agent Agents may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the Committed Purchasers to be hold a portion of the Note Principal Balance on a pro rata basis (subject to Section 2.2(a)) in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will Committed Purchaser shall cease to be an Impaired Lender a Defaulting Committed Purchaser and will be a Non-Impaired LenderDefaulting Committed Purchaser; provided, provided that no adjustments will shall be made retroactively with respect to fees and interest accrued or payments made by or on behalf of the Borrower while such Revolving Lender Committed Purchaser was an Impaired Lendera Defaulting Committed Purchaser; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Lender Defaulting Committed Purchaser to Non-Impaired Lender will Defaulting Committed Purchaser shall constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Committed Purchaser’s having been an Impaired Lendera Defaulting Committed Purchaser.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender Issuing Banks agree in writing in their discretion that a Revolving Lender Bank that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.21(b)), such Revolving Lender Bank will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans Advances of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) Banks and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the Revolving Lender’s Pro Rata Share Credit Exposure and L/C Exposure of the Banks to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender Bank will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and the Revolving Credit Exposure and L/C Exposure of each Bank will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender Bank was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Bank’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the Issuing Bank and the Swing Line Swingline Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lenders, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or and make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the interest of the Lenders in the Revolving Lender’s Pro Rata Share Loans and Letter of Credit Liabilities to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitment Percentages, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired or Potential Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired cure by a Lender to Non-Impaired under this subsection of its status as a Defaulting Lender or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower Issuer and the Administrative Agent, each Facing Agent and the Swing Line Lender Agents agree in writing in their discretion that a Revolving Lender Committed Purchaser that is an Impaired Lender a Defaulting Committed Purchaser should no longer be deemed to be an Impaired Lendera Defaulting Committed Purchaser, the Administrative Agent Agents will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, Committed Purchaser shall purchase such portion portions of outstanding Revolving Loans the Aggregate Note Balance of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) Committed Purchasers, and/or make such other adjustments adjustments, as the Administrative Agent Agents may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the Committed Purchasers to be hold a portion of Aggregate Note Balance on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will Committed Purchaser shall cease to be an Impaired Lender a Defaulting Committed Purchaser and will be a Non-Impaired LenderDefaulting Committed Purchaser; provided, provided that no adjustments will shall be made retroactively with respect to fees and interest accrued or payments made by or on behalf of the Borrower while such Revolving Lender Committed Purchaser was an Impaired Lendera Defaulting Committed Purchaser; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Lender Defaulting Committed Purchaser to Non-Impaired Lender will Defaulting Committed Purchaser shall constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Committed Purchaser’s having been an Impaired Lendera Defaulting Committed Purchaser.

Cure. If Holdings, the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender each Issuer agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.23(a) (Reallocation of Defaulting Lender Commitment)), such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share Lender to be on a pro rata basis hold Loans and participate in Letter of Credit Obligations in accordance with its Revolving CommitmentRatable Portion, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired Defaulting Lender and the relevant Applicant shall be released from the cash collateralization requirements set forth in Section 2.23(a)(ii) with respect to the unreallocated portion relating to such Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the U.S. Borrower, Administrative Agent, each Facing Agent the Issuing Banks and the Swing Line Lender Loan Lenders, as applicable, agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share ratable portion to be on a pro rata basis in accordance with its Revolving their respective Commitment, whereupon such Revolving Lender will cease to be an Impaired a AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION Defaulting Lender and will be become a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender Issuing Bank agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lenders, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or and make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the interest of the Lenders in the Revolving Lender’s Pro Rata Share Loans, and Letter of Credit Liabilities to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitment Percentages, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired or Potential Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired cure by a Lender to Non-Impaired under this subsection of its status as a Defaulting Lender or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and the Borrower, Administrative Agent, each Facing Agent the Issuer and the Swing Line Lender Loan Lenders, as applicable, agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.19(a) (Defaulting Lender)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) at par and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share Ratable Portion to be on a pro rata basis in accordance with its Revolving their respective Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be become a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Lender to Non-Impaired Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired Lender.AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Cure. If the Borrower and Parent Borrower, the Administrative Agent, each Facing Agent the L/C Issuers and the Swing Line Lender agree in writing in their discretion that a Revolving Lender (other than any Lender that did not execute Amendment No. 3 on or prior to the Amendment No. 3 Effectiveness Date) that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03 and Swing Line Loan participation pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Parent Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Committed Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Committed Lender will, to the extent applicable, shall purchase such portion portions of outstanding Revolving the Loans Outstanding of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) Committed Lenders, and/or make such other adjustments adjustments, as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the Committed Lenders to be hold a portion of Loans Outstanding on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Committed Lender will shall cease to be an Impaired a Defaulting Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will shall be made retroactively with respect to fees and interest accrued or payments made by or on behalf of the Borrower while such Revolving Committed Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will shall constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Committed Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrowers’ Agent, the Administrative Agent, each Facing Agent the Issuing Lenders and the Swing Line Lender Overdraft Provider agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.12(d)), such Revolving Lender will, to the extent applicable, purchase such portion of the outstanding Revolving Loans of the other Revolving Lenders (or the together with any break funding incurred by such other Revolving Lenders will purchase from the formerly Impaired LenderLenders) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Multicurrency Revolving Lender’s Pro Rata Share Commitments, Dollar Revolving Commitments, Revolving Commitments, Multicurrency Revolving Loans, Dollar Revolving Loans, Revolving Loans, Letter of Credit participation obligations and Overdraft Amount participation obligations of the Lenders to be on a pro rata basis in accordance with its their respective Revolving CommitmentCommitments under the applicable Revolving Facility, whereupon such Revolving Lender will cease to be an Impaired Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Non- Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the Borrower, Administrative Agent, each Facing Agent the Issuer and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective closing date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(a) (Defaulting Lender)), (i) such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share Ratable Portion to be on a pro rata basis in accordance with its their respective Revolving Credit Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired Lendera Defaulting Lender and (ii) the cash collateral requirements set forth in this Section 2.18 will terminate and the each applicable Issuer and Swing Lender will cause any cash collateral posted with respect to their respective Letter of Credit Obligations or Swing Loans, as the case may be, to be returned to the Borrower subject to any terms relating to such cash collateral; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Company, the Administrative Agent, each Facing Agent the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Loans, Letter of Credit participation pursuant to Section 2.03(b)(ii) and Swing Line Loan participation pursuant to Section 2.04(a) of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Company or the Dutch Borrower, as applicable, while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent theeach L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Revolving Lender with respect to any Facility that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause the total Revolving Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders under such Revolving Lender’s Pro Rata Share Facility to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments under such Facility, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender under such Facility will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower Borrowers and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments comply with its funding obligations hereunder as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share to be on a pro rata basis in accordance with its Revolving Commitmentnecessary, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender or Potential Defaulting Lender and will be a Non-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender or Potential Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender or Potential Defaulting Lender.

Cure. If the Borrower and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.23(a)), such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share Ratable Portion to be on a pro rata basis in accordance with its Revolving Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Administrative Borrower, the Administrative Agent, each Facing Agent the L/C Issuers and the any Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon (as of the effective date specified in such noticenotice and subject to any conditions set forth therein), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 2.03 and Swing Line Loan participations pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the any Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Non- Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Cure. If the Borrower and the Livent, Administrative Agent, each Facing Agent and the Swing Line Lender Issuing Banks, as applicable, agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.13(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Loans (including the purchase at par of any Revolving Loans and related Commitments that were reallocated pursuant to Section 2.13(a)) of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) 64 WEIL:\98721861\10\35899.0596 and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share ratable portion to be on a pro rata basis in accordance with its Revolving their respective Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be become a Non-Impaired Non- Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Xxxxxx having been an Impaired a Defaulting Lender.. (f)

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the L/C Issuers and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(b)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Committed Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the participations in Committed Loans, L/C Exposure and Swing Line Exposure of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and the participations in Committed Loans, L/C Obligations and Swing Line Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the L/C Issuers and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.17(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 2.03(c) and Swing Line Loan participations pursuant to Section 2.04(c) of the Revolving Credit Lenders to be on a pro rata basis in accordance with its their respective Revolving CommitmentCredit Commitments, whereupon such Revolving Credit Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Revolving Credit Commitments and Revolving Credit Loans of each Revolving Credit Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon (as of the effective date specified in such noticenotice and subject to any conditions set forth therein), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the Aggregate Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 3.1 and Swing Line Loan participations pursuant to Section 3.2 of the Lenders to be on a pro rata basis in accordance with its their respective Revolving CommitmentCredit Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Revolving Credit Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Xxxxxx’s having been an Impaired a Defaulting Lender.. 2.17

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the L/C Issuer and, in the case of a Defaulting Lender that is a Dollar Revolving Credit Lender, the Swing Line Lender Lender, agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.17(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause the total applicable Revolving Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(c) and Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders of such Revolving Lender’s Pro Rata Share Facility to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each applicable Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender Xxxxxx was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Xxxxxx’s having been an Impaired a Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent and the Swing Line Lender Issuing Banks agree in writing in their discretion that a Revolving Lender Bank that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.21(b)), such Revolving Lender Bank will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans Advances of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) Banks and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the Revolving Lender’s Pro Rata Share Credit Exposure and L/C Exposure of the Banks to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender Bank will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and the Revolving Credit Exposure and L/C Exposure of each Bank will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender Bank was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Bank's having been an Impaired a Defaulting Lender.

Cure. If the Borrower and the Borrower, Administrative Agent, each Facing Agent and the Swing Line each Issuing Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender or Potential Defaulting Lender, as the case may be, Administrative Agent will so notify the Borrower and the Revolving Lenders, whereupon as of the effective date specified in such notice, notice (and agreed to by Borrower) and subject to any conditions set forth therein (and agreed to by Borrower) such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share to be on a pro rata basis in accordance with its Revolving Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender or Potential Defaulting Lender and will be a Nonnon-Impaired Defaulting Lender; provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender or Potential Defaulting Lender to Nonnon-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting or Potential Defaulting Lender.

Cure. If the Borrower and Borrower, the Administrative Agent, each Facing Agent the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such the total Revolving Lender’s Pro Rata Share Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders to be on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be a Non-Impaired LenderDefaulting Lender (and such Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Lender’s having been an Impaired a Defaulting Lender.

Cure. If the U.S. Borrower and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share ratable portion to be on a pro rata basis in accordance with its Revolving their respective Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be become a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.. TERM LOAN AGREEMENT FMC CORPORATION

Cure. If the Borrower Issuer and the Administrative Agent, each Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender Committed Purchaser that is an Impaired Lender a Defaulting Committed Purchaser should no longer be deemed to be an Impaired Lendera Defaulting Committed Purchaser, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein, such Revolving Lender will, to the extent applicable, Committed Purchaser shall purchase such portion portions of outstanding Revolving Loans the Aggregate Note Principal Balance of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) Committed Purchasers, and/or make such other adjustments adjustments, as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share the Committed Purchasers to be hold a portion of Aggregate Note Principal Balance on a pro rata basis in accordance with its Revolving Commitmenttheir respective Commitments, whereupon such Revolving Lender will Committed Purchaser shall cease to be an Impaired Lender a Defaulting Committed Purchaser and will be a Non-Impaired LenderDefaulting Committed Purchaser; provided, provided that no adjustments will shall be made retroactively with respect to fees and interest accrued or payments made by or on behalf of the Borrower while such Revolving Lender Committed Purchaser was an Impaired Lendera Defaulting Committed Purchaser; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Lender Defaulting Committed Purchaser to Non-Impaired Lender will Defaulting Committed Purchaser shall constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender Committed Purchaser’s having been an Impaired Lendera Defaulting Committed Purchaser.

Cure. If the Borrower and the U.S. Borrower, Administrative Agent, each Facing Agent the Issuing Banks and the Swing Line Lender Loan Lenders, as applicable, agree in writing in their discretion that a Revolving Lender that is an Impaired a Defaulting Lender should no longer be deemed to be an Impaired a Defaulting Lender, as the case may be, the Administrative Agent will so notify the Borrower and the Revolving Lendersparties hereto, whereupon as of the effective date specified in such noticenotice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Revolving Lender will, to the extent applicable, purchase such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause such Revolving Lender’s Pro Rata Share ratable portion to be on a pro rata basis in accordance with its Revolving their respective Commitment, whereupon such Revolving Lender will cease to be an Impaired a Defaulting Lender and will be become a Non-Impaired Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower Borrowers while such Revolving Lender was an Impaired a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Impaired Defaulting Lender to Non-Impaired Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender having been an Impaired a Defaulting Lender.. (f)