Common use of Certain Prepayments Clause in Contracts

Certain Prepayments. (i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Maturity Date, (A) the sum of (1) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Livent, specifying the amount to be prepaid under this clause (i), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total Commitments; provided, that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (ii) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit would exceed 100% of the aggregate amount of the Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Livent, specifying the amount to be prepaid under this clause (ii), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not exceed the aggregate amount of the Commitments; provided, that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iii) The determinations of the Administrative Agent under this Section 2.05(c) shall be conclusive and binding on each Borrower in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of any week month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion, but not more frequently than once a week, during the period from the Effective Date until the Final Maturity Termination Date, (A) the sum of (1) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus Total Outstandings exceed (2) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (i), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does Total Outstandings do not exceed the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (ii) In additionIf, if on as of the last day Business Day of any Interest Period month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion, but not more frequently than once a week, during the period from the Effective Date until the Final Termination Date, (1) the Dollar Equivalent of the aggregate outstanding principal amount balance of the Swing Loans exceeds (after giving effect to any Loans being made to repay Loans maturing on that date2) plus the Available LC Amount of all Letters of Credit would exceed 100103% of the aggregate amount of the Total Swing Loan Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (iiiii), and the Borrowers Company shall, within two Business Days of the date of such notice, prepay the Swing Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal balance of Swing Loans (2determined as aforesaid) does not exceed the Total Swing Loan Commitments. (iii) In addition, if on the last day of any Interest Period the Total Outstandings would exceed 100% of the Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Company, specifying the amount to be prepaid under this clause (iii), and the Company shall, within two Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit Total Outstandings does not exceed the aggregate amount of the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iiiiv) The determinations of the Administrative Agent under this Section 2.05(c2.07(e) shall be conclusive and binding on each Borrower the Company and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of any week month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion, but not more frequently than once a week, during the period from the Effective Date until the Final Maturity Termination Date, (A) the sum of (1) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus Total Outstandings exceed (2) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (i), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does Total Outstandings do not exceed the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (ii) In additionIf, if on as of the last day Business Day of any Interest Period month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion, but not more frequently than once a week, during the period from the Effective Date until the Final Termination Date, (1) the Dollar Equivalent of the aggregate outstanding principal amount balance of the Swing Loans exceeds (after giving effect to any Loans being made to repay Loans maturing on that date2) plus the Available LC Amount of all Letters of Credit would exceed 100103% of the aggregate amount of the Total Swing Loan Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (iiiii), and the Borrowers Company shall, within two Business Days of the date of such notice, prepay the Swing Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal balance of Swing Loans (2determined as aforesaid) does not exceed the Total Swing Loan Commitments. (iii) In addition, if on the last day of any Interest Period the Total Outstandings would exceed 100% of the Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Company, specifying the amount to be prepaid under this clause (iii), and the Company shall, within two Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit Total Outstandings does not exceed the aggregate amount of the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c).. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (iiiiv) The determinations of the Administrative Agent under this Section 2.05(c2.07(e) shall be conclusive and binding on each Borrower the Company and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Maturity Termination Date, (A1) the sum of (1x) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2y) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B2) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe U.S. Borrower, specifying the amount to be prepaid under this clause (i), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (ii) If, as of the last Business Day of any week during the period from the Effective Date until the Final Termination Date, (1) the Dollar Equivalent of the aggregate outstanding principal balance of Swing Loans exceeds (2) 103% of the Swing Loan Commitment, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Swing Loan Borrowers, specifying the amount to be prepaid under this clause (ii), and the Swing Loan Borrowers shall, within two Business Days of the date of such notice, prepay the Swing Loans in an amount so that after giving effect thereto the aggregate outstanding principal balance of Swing Loans (determined as aforesaid) does not exceed the Swing Loan Commitments. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION (iii) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit would exceed 100% of the aggregate amount of the Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe U.S. Borrower, specifying the amount to be prepaid under this clause (iiiii), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not exceed the aggregate amount of the Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iiiiv) The determinations of the Administrative Agent under this Section 2.05(c2.07(e) shall be conclusive and binding on each the U.S. Borrower and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Maturity Termination Date, (A1) the sum of (1x) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2y) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B2) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe U.S. Borrower, specifying the amount to be prepaid under this clause (i), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (ii) If, as of the last Business Day of any week during the period from the Effective Date until the Final Termination Date, (1) the Dollar Equivalent of the aggregate outstanding principal balance of Swing Loans exceeds (2) 103% of the Swing Loan Commitment, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Swing Loan Borrowers, specifying the amount to be prepaid under this clause (ii), and the Swing Loan Borrowers shall, within two Business Days of the date of such notice, prepay the Swing Loans in an amount so that after giving effect thereto the aggregate outstanding principal balance of Swing Loans (determined as aforesaid) does not exceed the Swing Loan Commitments. (iii) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit would exceed 100% of the aggregate amount of the Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe U.S. Borrower, specifying the amount to be prepaid under this clause (iiiii), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not exceed the aggregate amount of the Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iiiiv) The determinations of the Administrative Agent under this Section 2.05(c2.07(e) shall be conclusive and binding on each the U.S. Borrower and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of If at any week during the period from the Effective Date until the Final Maturity Date, time (A1) the sum of (1x) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) plus (y) the Available Amount of all Letters of ---- Credit exceeds (B2) 103% of the then Total CommitmentsCurrent Aggregate Commitment, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (i), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total aggregate amount of the Commitments; provided, provided that any such payment shall be accompanied by any -------- amounts payable under Section 9.04(c). The determinations of the Administrative Agent hereunder shall be conclusive and binding on the Company and the other Borrowers in the absence of manifest error. (ii) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all ---- Letters of Credit would exceed 100% of the aggregate amount of the Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (ii), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not ---- exceed the aggregate amount of the Commitments; provided, provided that -------- any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iii) . The determinations of the Administrative Agent under this Section 2.05(c) hereunder shall be conclusive and binding on each Borrower the Company and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Maturity Termination Date, (A1) the sum of (1x) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2y) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B2) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe U.S. Borrower, specifying the amount to be prepaid under this clause (i), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit the (determined as aforesaidii) does not exceed the Total Commitments; provided, that any such payment shall be accompanied by any amounts payable under Section 9.04(c)[Reserved]. (iiiii) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus the Available LC Amount of all Letters of Credit (for which purpose the Available Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) would exceed 100% of the aggregate amount of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe U.S. Borrower, specifying the amount to be prepaid under this clause (iiiii), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the aggregate amount of the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iiiiv) The determinations of the Administrative Agent under this Section 2.05(c2.07(e) shall be conclusive and binding on each the U.S. Borrower and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Maturity Termination Date, (A1) the sum of (1x) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2y) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency Euros shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B2) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe U.S. Borrower, specifying the amount to be prepaid under this clause (i), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (ii) If, as of the last Business Day of any week during the period from the Effective Date until the Final Termination Date, (1) the Dollar Equivalent of the aggregate outstanding principal balance of Swing Loans exceeds (2) 103% of the Swing Loan Commitment, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Swing Loan Borrowers, specifying the amount to be prepaid under this clause (ii), and the Swing Loan Borrowers shall, within two Business Days of the date of such notice, prepay the Swing Loans in an amount so that after giving effect thereto the aggregate outstanding principal balance of Swing Loans (determined as aforesaid) does not exceed the Swing Loan Commitments. (iii) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit would exceed 100% of the aggregate amount of the Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe U.S. Borrower, specifying the amount to be prepaid under this clause (iiiii), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not exceed the aggregate amount of the Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iiiiv) The determinations of the Administrative Agent under this Section 2.05(c2.07(e) shall be conclusive and binding on each the U.S. Borrower and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of any week month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion, but not more frequently than once a week, during the period from the Effective Date until the Final Maturity Termination Date, (A) the sum of (1) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus Total Outstandings exceed (2) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (i), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, in an amount so that SECOND AMENDED AND RESTATED CREDIT AGREEMENT after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does Total Outstandings do not exceed the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (ii) In additionIf, if on as of the last day Business Day of any Interest Period month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion, but not more frequently than once a week, during the period from the Effective Date until the Final Termination Date, (1) the Dollar Equivalent of the aggregate outstanding principal amount balance of the Multicurrency Swing Loans exceeds (after giving effect to any Loans being made to repay Loans maturing on that date2) plus the Available LC Amount of all Letters of Credit would exceed 100103% of the aggregate amount of the Total Multicurrency Swing Loan Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (iiiii), and the Borrowers Company shall, within two Business Days of the date of such notice, prepay the Multicurrency Swing Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal balance of Multicurrency Swing Loans (2determined as aforesaid) does not exceed the Total Multicurrency Swing Loan Commitments. (iii) In addition, if on the last day of any Interest Period the Total Outstandings would exceed 100% of the Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Company, specifying the amount to be prepaid under this clause (iv), and the Company shall, within two Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit Total Outstandings does not exceed the aggregate amount of the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iiiiv) The determinations of the Administrative Agent under this Section 2.05(c2.07(e) shall be conclusive and binding on each Borrower the Company and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of any week month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion, but not more frequently than once a week, during the period from the Effective Date until the Final Maturity Termination Date, (A) the sum of (1) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus Total Outstandings exceed (2) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (i), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does Total Outstandings do not exceed the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (ii) In additionIf, if on as of the last day Business Day of any Interest Period month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion, but not more frequently than once a week, during the period from the Effective Date until the Final Termination Date, (1) the Dollar Equivalent of the aggregate outstanding principal amount balance of the Multicurrency Swing Loans exceeds (after giving effect to any Loans being made to repay Loans maturing on that date2) plus the Available LC Amount of all Letters of Credit would exceed 100103% of the aggregate amount of the Total Multicurrency Swing Loan Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (iiiii), and the Borrowers Company shall, within two Business Days of the date of such notice, prepay the Multicurrency Swing Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal balance of Multicurrency Swing Loans (2determined as aforesaid) does not exceed the Total Multicurrency Swing Loan Commitments. (iii) In addition, if on the last day of any Interest Period the Total Outstandings would exceed 100% of the Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Company, specifying the amount to be prepaid under this clause (iii), and the Company shall, within two Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit Total Outstandings does not exceed the aggregate amount of the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c).. THIRD AMENDED AND RESTATED CREDIT AGREEMENT (iiiiv) The determinations of the Administrative Agent under this Section 2.05(c2.07(e) shall be conclusive and binding on each Borrower the Company and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of any week month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion, but not more frequently than once a week, during the period from the Effective Date until the Final Maturity Termination Date, (A) the sum of (1) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus Total Outstandings exceed (2) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B) 103% of the then Total Available Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (i), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does Total Outstandings do not exceed the Total Available Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (ii) In additionIf, if on as of the last day Business Day of any Interest Period month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion, but not more frequently than once a week, during the period from the Effective Date until the Final Termination Date, (1) the Dollar Equivalent of the aggregate outstanding principal amount balance of the Multicurrency Swing Loans exceeds (after giving effect to any Loans being made to repay Loans maturing on that date2) plus the Available LC Amount of all Letters of Credit would exceed 100103% of the aggregate amount of the Total Multicurrency Swing Loan Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (iiiii), and the Borrowers Company shall, within two Business Days of the date of such notice, prepay the Multicurrency Swing Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal balance of Multicurrency Swing Loans (2determined as aforesaid) does not exceed the Total Multicurrency Swing Loan Commitments. (iii) In addition, if on the last day of any Interest Period the Total Outstandings would exceed 100% of the Total Available Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Company, specifying the amount to be prepaid under this clause (iii), and the Company shall, within two Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit Total Outstandings does not exceed the aggregate amount of the Total Available Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iiiiv) The determinations of the Administrative Agent under this Section 2.05(c2.07(e) shall be conclusive and binding on each Borrower the Company and the other Borrowers in the absence of manifest error.. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Certain Prepayments. (i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Maturity Termination Date, (A1) the sum of (1x) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2y) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B2) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe U.S. Borrower, specifying the amount to be prepaid under this clause (i), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount 36 (ii) If, as of the last Business Day of any week during the period from the Effective Date until the Final Termination Date, the Dollar Equivalent of the aggregate outstanding principal balance of Swing Loans exceeds 103% of the Swing Loan Commitments, the Administrative Agent shall use all Letters reasonable efforts to give prompt written notice thereof to the Swing Loan Borrowers, specifying the amount to be prepaid under this clause (ii), and the Swing Loan Borrowers shall, within two Business Days of Credit the date of such notice, prepay the Swing Loans in an amount so that after giving effect thereto the aggregate outstanding principal balance of Swing Loans (determined as aforesaid) does not exceed the Total Swing Loan Commitments; provided, that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iiiii) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus the Available LC Amount of all Letters of Credit (for which purpose the Available Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) would exceed 100% of the aggregate amount of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe U.S. Borrower, specifying the amount to be prepaid under this clause (iiiii), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the aggregate amount of the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iiiiv) The determinations of the Administrative Agent under this Section 2.05(c2.07(e) shall be conclusive and binding on each the U.S. Borrower and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of any week month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion, but not more frequently than once a week, during the period from the Effective Date until the Final Maturity Termination Date, (A) the sum of (1) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus Total Outstandings exceed (2) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (i), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does Total Outstandings do not exceed the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (ii) In additionIf, if on as of the last day Business Day of any Interest Period month, or any other Business Day as the Administrative Agent may determine in its reasonable discretion, but not more frequently than once a week, during the period from the Effective Date until the Final Termination Date, (1) the Dollar Equivalent of the aggregate outstanding principal amount balance of the Swing Loans exceeds (after giving effect to any Loans being made to repay Loans maturing on that date2) plus the Available LC Amount of all Letters of Credit would exceed 100103% of the aggregate amount of the Total Swing Loan Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (iiiii), and the Borrowers Company shall, within two Business Days of the date of such notice, prepay the Swing Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal balance of Swing Loans (2determined as aforesaid) does not exceed the Total Swing Loan Commitments. (iii) In addition, if on the last day of any Interest Period the Total Outstandings would exceed 100% of the Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Company, specifying the amount to be prepaid under this clause (iii), and the Company shall, within two Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit Total Outstandings does not exceed the aggregate amount of the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iiiiv) The determinations of the Administrative Agent under this Section 2.05(c2.07(e) shall be conclusive and binding on each Borrower the Company and the other Borrowers in the absence of manifest error.. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

Certain Prepayments. (i) If, as of the last Business Day of If at any week during the period from the Effective Date until the Final Maturity Date, time (A1) the sum of (1x) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) plus (y) the ---- Available Amount of all Letters of Credit exceeds (B2) 103% of the then Total CommitmentsCurrent Aggregate Commitment, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (i), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the ---- Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total aggregate amount of the Commitments; provided, provided that any such payment -------- shall be accompanied by any amounts payable under Section 9.04(c). The determinations of the Administrative Agent hereunder shall be conclusive and binding on the Company and the other Borrowers in the absence of manifest error. (ii) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit would exceed 100% ---- of the aggregate amount of the Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (ii), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not ---- exceed the aggregate amount of the Commitments; provided, provided that any such -------- payment shall be accompanied by any amounts payable under Section 9.04(c). (iii) . The determinations of the Administrative Agent under this Section 2.05(c) hereunder shall be conclusive and binding on each Borrower the Company and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of If at any week during the period from the Effective Date until the Final Maturity Date, (A) the sum of time (1) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B2) 103% of the then Total CommitmentsCurrent Aggregate Commitment, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (i), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total aggregate amount of the Commitments; provided, provided that any such -------- payment shall be accompanied by any amounts payable under Section 9.04(c). The determinations of the Administrative Agent hereunder shall be conclusive and binding on the Company and the other Borrowers in the absence of manifest error. (ii) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit would exceed 100% of the aggregate amount of the Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (ii), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not exceed the aggregate amount of the Commitments; provided, provided that any such payment -------- shall be accompanied by any amounts payable under Section 9.04(c). (iii) . The determinations of the Administrative Agent under this Section 2.05(c) hereunder shall be conclusive and binding on each Borrower the Company and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Maturity Termination Date, (A1) the sum of (1x) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2y) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency Sterling, Swiss Francs or Euros shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B2) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (i), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (ii) If, as of the last Business Day of any week during the period from the Effective Date until the Final Termination Date, (1) the sum of (x) the Dollar Equivalent of the Total Swiss Franc/Sterling Outstandings plus (y) the Dollar Equivalent of the Available Amount of all Letters of Credit denominated in Sterling and Swiss Francs exceeds (2) 103% of the then Total Swiss Franc/Sterling Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Company, specifying the amount to be prepaid under this clause (i), and the Company shall, within two Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the Total Swiss Franc/Sterling Outstandings (determined as aforesaid) plus the Available Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total Swiss Franc/Sterling Commitments; provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iii) If, as of the last Business Day of any week during the period from the Effective Date until the Final Termination Date, (1) the Dollar Equivalent of the aggregate outstanding principal balance of Multicurrency Swing Loans exceeds (2) 103% of the Total Multicurrency Swing Loan Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Company, specifying the amount to be prepaid under this clause (i), and the Company shall, within two Business Days of the date of such notice, prepay the Multicurrency Swing Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal balance of Multicurrency Swing Loans (determined as aforesaid) does not exceed the Total Multicurrency Swing Loan Commitments. MARRIOTT CREDIT AGREEMENT (iv) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit would exceed 100% of the aggregate amount of the Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (ii), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not exceed the aggregate amount of the Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iiiv) The determinations of the Administrative Agent under this Section 2.05(c2.07(e) shall be conclusive and binding on each Borrower the Company and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Maturity Termination Date, (A1) the sum of (1x) the aggregate amount of all Loans Advances (for which purpose the amount of any Loan Advance that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2y) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Sterling, Euros or any other Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B2) 103% of the then Total Aggregate Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Borrower, specifying the amount to be prepaid under this clause (i), and the Borrowers Borrower shall, within two (2) Business Days of the date of such notice, prepay the Loans Advances, or cause Advances to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans Advances (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total CommitmentsAggregate Commitment; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c)2.16. (ii) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans Advances (after giving effect to any Loans Advances being made to repay Loans Advances maturing on that date) plus the Available LC Amount of all Letters of Credit would exceed 100% of the aggregate amount of the Aggregate Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Borrower, specifying the amount to be prepaid under this clause (ii), and the Borrowers Borrower shall, within two (2) Business Days of the date of such notice, prepay the LoansAdvances, or cause Loans Advances to be prepaid, or reduce the requested Loans Advances in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans Advances (after giving effect to any Loans Advances being made to repay Loans Advances maturing on that date) plus the Available LC Amount of all Letters of Credit does not exceed the aggregate amount of the CommitmentsAggregate Commitment; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c)2.16. (iii) The determinations of the Administrative Agent under this Section 2.05(c2.10(c) shall be conclusive and binding on each the Borrower in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Maturity Termination Date, (A1) the sum of (1x) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2y) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency Sterling, Swiss Francs or Euros shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B2) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (i), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (ii) If, as of the last Business Day of any week during the period from the Effective Date until the Final Termination Date, (1) the sum of (x) the Dollar Equivalent of the Total Swiss Franc/Sterling Outstandings plus (y) the Dollar Equivalent of the Available Amount of all Letters of Credit denominated in Sterling and Swiss Francs exceeds (2) 103% of the then Total Swiss Franc/Sterling Commitments, the Administrative Agent shall use all reasonable efforts to give AMENDED AND RESTATED CREDIT AGREEMENT prompt written notice thereof to the Company, specifying the amount to be prepaid under this clause (ii), and the Company shall, within two Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the Total Swiss Franc/Sterling Outstandings (determined as aforesaid) plus the Available Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total Swiss Franc/Sterling Commitments; provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iii) If, as of the last Business Day of any week during the period from the Effective Date until the Final Termination Date, (1) the Dollar Equivalent of the aggregate outstanding principal balance of Multicurrency Swing Loans exceeds (2) 103% of the Total Multicurrency Swing Loan Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Company, specifying the amount to be prepaid under this clause (iii), and the Company shall, within two Business Days of the date of such notice, prepay the Multicurrency Swing Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal balance of Multicurrency Swing Loans (determined as aforesaid) does not exceed the Total Multicurrency Swing Loan Commitments. (iv) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit would exceed 100% of the aggregate amount of the Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (iiiv), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not exceed the aggregate amount of the Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iiiv) The determinations of the Administrative Agent under this Section 2.05(c2.07(e) shall be conclusive and binding on each Borrower the Company and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of If at any week during the period from the Effective Date until the Final Maturity Date, (A) the sum of time (1) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B2) 103% of the then Total CommitmentsCurrent Aggregate Commitment, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (i), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total aggregate amount of the Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). The determinations of the Administrative Agent hereunder shall be conclusive and binding on the Company and the other Borrowers in the absence of manifest error. (ii) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit would exceed 100% of the aggregate amount of the Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe Company, specifying the amount to be prepaid under this clause (ii), and the Borrowers Company shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not exceed the aggregate amount of the Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iii) . The determinations of the Administrative Agent under this Section 2.05(c) hereunder shall be conclusive and binding on each Borrower the Company and the other Borrowers in the absence of manifest error.

Certain Prepayments. (i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Maturity Date, (A) the sum of (1) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Livent, specifying the amount to be prepaid under this clause (i), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total Commitments; provided, that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (ii) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit would exceed 100% of the aggregate amount of the Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Livent, specifying the amount to be prepaid under this clause (ii), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not exceed the aggregate amount of the Commitments; provided, that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iii) The determinations of the Administrative Agent under this Section 2.05(c) shall be conclusive and binding on each Borrower in the absence of manifest error.. 51 -

Certain Prepayments. (i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Maturity Termination Date, (A1) the sum of (1x) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2y) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B2) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe U.S. Borrower, specifying the amount to be prepaid under this clause (i), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (ii) If, as of the last Business Day of any week during the period from the Effective Date until the Final Termination Date, (1) the Dollar Equivalent of the aggregate outstanding principal balance of Swing Loans exceeds (2) 103% of the Swing Loan Commitment, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Swing Loan Borrowers, specifying the amount to be prepaid under this clause (ii), and the Swing Loan Borrowers shall, within two Business Days of the date of such notice, prepay the Swing Loans in an amount so that after giving effect thereto the aggregate outstanding principal balance of Swing Loans (determined as aforesaid) does not exceed the Swing Loan Commitments. (iii) In addition, if on the last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit would exceed 100% of the aggregate amount of the Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Liventthe U.S. Borrower, specifying the amount to be prepaid under this clause (iiiii), and the Borrowers shall, within two (2) Business Days of the date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not exceed the aggregate amount of the Commitments; provided, provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). (iii) The determinations of the Administrative Agent under this Section 2.05(c) shall be conclusive and binding on each Borrower in the absence of manifest error.