Common use of Reallocation of Defaulting Lender Commitments Clause in Contracts

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C Obligations and any outstanding Swing Line Loans: (i) the Multi-Currency Commitment Percentage of such Defaulting Lender with respect to any L/C Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Lenders that are Non-Defaulting Lenders pro rata in accordance with their respective Multi-Currency Commitments; provided, that (A) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage of the Aggregate Actual Outstanding Multi-Currency Extensions of Credit may not in any event exceed the Multi-Currency Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any Issuing Lender, any Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that to the extent that amounts are reallocated among the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any such L/C Obligations or Swing Line Loans, the cash collateral requirement pursuant to such clause (b) will terminate and 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; (ii) to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage of such Defaulting Lender with respect to any L/C Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable Borrower will promptly, and in no event later than 10 Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders and/or the Swing Line Lenders, as the case may be), (A)(x) cash collateralize the obligations of such Borrower to the Issuing Lenders in respect of such L/C Obligations, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and such Issuing Lender and (y) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) in full the unreallocated portion thereof, or (B) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders and the Swing Loan Lenders, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations and Swing Line Loans pursuant to clause (b) below; and (iii) any amount paid by any Borrower for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or the Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C Obligations and any outstanding Swing Line Loansapply: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the ratable portion of such Defaulting Lender with respect to any L/C such outstanding Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency Commitments; provided, that (A) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage ratable portion of the Aggregate Actual Outstanding Multi-Currency Extensions of Credit Total Outstandings may not in any event exceed the Multi-Currency Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (Ba) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any Issuing Lender, any Swing Line Lender Bank or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that and provided, further, any such reallocation shall only be permitted to the extent that amounts are reallocated among the Multi-Currency Lenders conditions set forth in accordance with this clause (iSection 4.02(a)(i) any cash collateral that was provided pursuant to clause (band Section 4.02(a)(ii) with respect to any have been satisfied at the time of such L/C Obligations or Swing Line Loans, the cash collateral requirement pursuant to such clause (b) will terminate and 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;reallocation. (ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage ratable portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable Borrower whether by reason of the first proviso in clause (i) above or otherwise, the Borrowers will promptly(on a joint and several basis), and in no event not later than 10 five (5) Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders and/or the Swing Line Lenders, as the case may beBanks), (A)(xA) cash collateralize the obligations of such Borrower Cash Collateralize (pursuant to the Issuing Lenders procedures similar to those detailed in respect of such L/C Obligations, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent Section 7.02 and such Issuing Lender and (y) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and Agent) the Obligations of the Borrowers to the Issuing Banks in respect of such Swing Line Lender) in full the unreallocated portion thereof, Obligations or (Bb) make other arrangements reasonably satisfactory to the Administrative Agent, Agent and to the Issuing Lenders and the Swing Loan Lenders, as the case may beBanks, in their sole discretion reasonable discretion, to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations and Swing Line Loans pursuant to clause (b) below; and (iii) in the case of each Defaulting Lender, any amount paid by any Borrower for the account of a such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until (subject to Section 2.03(c)) the termination of the Multi-Currency Commitments and payment in full of all Payment the Obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or the Swing Line Lender Bank (pro rata as to the respective amounts owing to each of themany Issuing Bank) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting LendersLenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Banks against such Defaulting Lender, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunderhereunder as a result of such Defaulting Xxxxxx’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Banks against such Defaulting Lender, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations in respect of the Letters of Credit at such time then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting LendersLenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Banks against such Defaulting Lender, and seventh after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunderObligations, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C and future Letter of Credit Obligations and any outstanding Swing Line Loans: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the Ratable Portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Revolving Credit Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency Revolving Credit Commitments; provided, that (A) no Default or Event of Default shall be continuing at the time of such reallocation, (B) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage Ratable Portion of the Aggregate Actual Outstanding Multi-Currency Extensions of Revolving Credit Outstandings may not in any event exceed the Multi-Currency Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and reallocation, (BC) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any the Borrower, the Administrative Agent, any Issuing LenderIssuer, any Swing Line Loan Lender or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that Lender and (D) the conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) are satisfied at the extent that amounts are reallocated among time of such reallocation (and, unless the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any Borrower shall have otherwise notified the Administrative Agent at such L/C Obligations or Swing Line Loanstime, the cash collateral requirement pursuant Borrower shall be deemed to have represented and warranted that such clause (b) will terminate and 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 conditions are satisfied at such cash collateraltime); (ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage Ratable Portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will promptlywill, and in no event not later than 10 5 Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders Issuer and/or the Swing Line LendersLoan Lender, as the case may be), (A)(xA) cash collateralize Cash Collateralize the obligations of such the Borrower to the Issuing Lenders Issuer and the Swing Loan Lender in respect of such L/C ObligationsLetter of Credit Obligations or Swing Loans, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and such Issuing Lender and or (yB) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) Cash Collateralize in full the unreallocated portion thereof, or (BC) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders Issuer and the Swing Loan LendersLender, as the case may be, in their sole discretion reasonable discretion, to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations ; and Swing Line Loans pursuant to clause (b) below; andAMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (iii) in the case of each Defaulting Lender, any amount paid by any Borrower for the account of a Defaulting Lender under this Agreement (whether on account payment of principal, interest, fees, indemnity payments fees or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained amounts received by the Administrative Agent in a segregatedfor the account of such Defaulting Lender (whether voluntary or mandatory, non-interest bearing account until the termination at maturity, pursuant to Article IX (Events of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder and will be applied Default) or otherwise) or received by the Administrative Agent, to the fullest extent permitted by law, to the making of payments Agent from time to time in the following order of priority: first to the payment of any amounts owing by such a Defaulting Lender pursuant to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or the Swing Line Lender Section 11.6 (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C Obligations and any outstanding Swing Line Loansapply: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the ratable portion of such Defaulting Lender with respect to any L/C Obligations and any outstanding Swing Line Loans Lender’s Commitment will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency Commitments; provided, that (A) the sum of each amount which a Non-Defaulting Lender’s Multi-Currency Commitment Percentage of the Aggregate Actual Outstanding Multi-Currency Extensions of Credit Lender will be required to advance may not in any event exceed the Multi-Currency Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any Issuing Lender, any Swing Line Lender Agent or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that to the extent that amounts are reallocated among the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any such L/C Obligations or Swing Line Loans, the cash collateral requirement pursuant to such clause (b) will terminate and 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;FMC CORPORATION (ii) to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage of such Defaulting Lender with respect to any L/C Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable Borrower will promptly, and in no event later than 10 Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders and/or the Swing Line Lenders, as the case may be), (A)(x) cash collateralize the obligations of such Borrower to the Issuing Lenders in respect of such L/C Obligations, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and such Issuing Lender and (y) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) in full the unreallocated portion thereof, or (B) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders and the Swing Loan Lenders, as the case may be, in their sole discretion to protect them against the risk of non-payment by such each Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations and Swing Line Loans pursuant to clause (b) below; and (iii) any amount paid by any the U.S. Borrower for the account of a such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until (subject to Section 2.05(b)) the termination of the Multi-Currency Commitments and payment in full of all Payment the Obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or the Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth third to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth fourth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh fifth after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunderObligations, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C Obligations and any outstanding Swing Line Loans: apply: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the ratable portion of such Defaulting Lender with respect to any L/C such outstanding Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency 51 THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION Commitments; provided, provided that (A) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage ratable portion of the Aggregate Actual Outstanding Multi-Currency Extensions of Credit Total Outstandings may not in any event exceed the Multi-Currency Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any Issuing LenderBank, any Swing Line Loan Lender or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that to the extent that amounts are reallocated among the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any such L/C Obligations or Swing Line Loans, the cash collateral requirement pursuant to such clause (b) will terminate and 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; (ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage ratable portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable whether by reason of clause (A) of the proviso in clause (i) above or otherwise, the U.S. Borrower will promptlywill, and in no event not later than 10 5 Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders Banks and/or the Swing Line Loan Lenders, as the case may be), (A)(xA) cash collateralize Cash Collateralize (pursuant to procedures similar to those detailed in Section 7.02 and reasonably acceptable to the obligations Administrative Agent) the Obligations of such Borrower the Borrowers to the Issuing Banks and the Swing Loan Lenders in respect of such L/C Obligations, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and such Issuing Lender and (y) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) in full the unreallocated portion thereof, or (B) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders Banks and the Swing Loan Lenders, as the case may be, in their sole discretion reasonable discretion, to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations ; and Swing Line Loans pursuant to clause (b) below; and (iii) in the case of each Defaulting Lender, any amount paid by any the U.S. Borrower for the account of a such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until (subject to Section 2.05(c)) the termination of the Multi-Currency Commitments and payment in full of all Payment the Obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender Bank or the any Swing Line Loan Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting LendersLenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or any Swing Loan Lender against such Defaulting Lender, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunderhereunder as a result of such Defaulting Lender’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or any Swing Loan Lender against such Defaulting Lender, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations in respect of the Letters of Credit at such time then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination Lenders as a result of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.Lender’s 52

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C and future Letter of Credit Obligations and any outstanding Swing Line Loans: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the Ratable Portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Revolving Credit Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency Revolving Credit Commitments; provided, that (A) no Default or Event of Default shall be continuing at the time of such reallocation, (B) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage Ratable Portion of the Aggregate Actual Outstanding Multi-Currency Extensions of Revolving Credit Outstandings may not in any event exceed the Multi-Currency Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and reallocation, (BC) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any the Borrower, the Administrative Agent, any Issuing LenderIssuer, any Swing Line Loan Lender or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that Lender and (D) the conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) are satisfied at the extent that amounts are reallocated among time of such reallocation (and, unless the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any Borrower shall have otherwise notified the Administrative Agent at such L/C Obligations or Swing Line Loanstime, the cash collateral requirement pursuant Borrower shall be deemed to have represented and warranted that such clause (b) will terminate and 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 conditions are satisfied at such cash collateraltime); (ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage Ratable Portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will promptlywill, and in no event not later than 10 5 Business Days after any demand by the AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION Administrative Agent (at the direction of the Issuing Lenders Issuer and/or the Swing Line LendersLoan Lender, as the case may be), (A)(xA) cash collateralize Cash Collateralize the obligations of such the Borrower to the Issuing Lenders Issuer and the Swing Loan Lender in respect of such L/C ObligationsLetter of Credit Obligations or Swing Loans, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and such Issuing Lender and or (yB) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) Cash Collateralize in full the unreallocated portion thereof, or (BC) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders Issuer and the Swing Loan LendersLender, as the case may be, in their sole discretion reasonable discretion, to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations and Swing Line Loans pursuant to clause (b) below; and (iii) in the case of each Defaulting Lender, any amount paid by any Borrower for the account of a Defaulting Lender under this Agreement (whether on account payment of principal, interest, fees, indemnity payments fees or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained amounts received by the Administrative Agent in a segregatedfor the account of such Defaulting Lender (whether voluntary or mandatory, non-interest bearing account until the termination at maturity, pursuant to Article IX (Events of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder and will be applied Default) or otherwise) or received by the Administrative Agent, to the fullest extent permitted by law, to the making of payments Agent from time to time in the following order of priority: first to the payment of any amounts owing by such a Defaulting Lender pursuant to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or the Swing Line Lender Section 11.6 (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C Obligations and any outstanding Swing Line Loans: apply: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the ratable portion of such Defaulting Lender with respect to any L/C Obligations and any outstanding Swing Line Loans Lender’s Commitment will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency Commitments; provided, that (A) the sum of each amount which a Non-Defaulting Lender’s Multi-Currency Commitment Percentage of the Aggregate Actual Outstanding Multi-Currency Extensions of Credit Lender will be required to advance may not in any event exceed the Multi-Currency Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any Issuing Lender, any Swing Line Lender Agent or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that to the extent that amounts are reallocated among the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any such L/C Obligations or Swing Line Loans, the cash collateral requirement pursuant to such clause (b) will terminate and 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; (ii) to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage of such Defaulting Lender with respect to any L/C Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable Borrower will promptly, and in no event later than 10 Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders and/or the Swing Line Lenders, as the case may be), (A)(x) cash collateralize the obligations of such Borrower to the Issuing Lenders in respect of such L/C Obligations, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and such Issuing Lender and (y) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) in full the unreallocated portion thereof, or (B) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders and the Swing Loan Lenders, as the case may be, in their sole discretion to protect them against the risk of non-payment by such each Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations and Swing Line Loans pursuant to clause (b) below; and (iii) any amount paid by any the U.S. Borrower for the account of a such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until (subject to Section 2.05(b)) the termination of the Multi-Currency Commitments and payment in full of all Payment the Obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or the Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting LendersLenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth third to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts hereunder as a result of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment Lender’s breach of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder, to pay amounts owing its obligations under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.as

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C Obligations and any outstanding Swing Line Loans: apply: FOURTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 57 (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the ratable portion of such Defaulting Lender with respect to any L/C such outstanding Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency Commitments; provided, provided that (A) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage ratable portion of the Aggregate Actual Outstanding Multi-Currency Extensions of Credit Total Outstandings may not in any event exceed the Multi-Currency Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any Issuing LenderBank, any Swing Line Loan Lender or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that to the extent that amounts are reallocated among the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any such L/C Obligations or Swing Line Loans, the cash collateral requirement pursuant to such clause (b) will terminate and 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; (ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage ratable portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable whether by reason of clause (A) of the proviso in clause (i) above or otherwise, the U.S. Borrower will promptlywill, and in no event not later than 10 5 Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders Banks and/or the Swing Line Loan Lenders, as the case may be), (A)(xA) cash collateralize Cash Collateralize (pursuant to procedures similar to those detailed in Section 7.02 and reasonably acceptable to the obligations Administrative Agent) the Obligations of such Borrower the Borrowers to the Issuing Banks and the Swing Loan Lenders in respect of such L/C Obligations, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and such Issuing Lender and (y) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) in full the unreallocated portion thereof, or (B) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders Banks and the Swing Loan Lenders, as the case may be, in their sole discretion reasonable discretion, to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations ; and Swing Line Loans pursuant to clause (b) below; and (iii) in the case of each Defaulting Lender, any amount paid by any the U.S. Borrower for the account of a such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until (subject to Section 2.05(c)) the termination of the Multi-Currency Commitments and payment in full of all Payment the Obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender Bank or the any Swing Line Loan Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting LendersLenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or any Swing Loan Lender against such Defaulting Lender, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunderhereunder as a result of such Defaulting Lender’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or any Swing Loan Lender against such Defaulting Lender, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.accordance

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C and future Letter of Credit Obligations and any outstanding Swing Line Loans: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the Ratable Portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Revolving Credit Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency Revolving Credit Commitments; provided, that (A) no Default or Event of Default shall be continuing at the time of such reallocation, (B) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage Ratable AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION Portion of the Aggregate Actual Outstanding Multi-Currency Extensions of Revolving Credit Outstandings may not in any event exceed the Multi-Currency Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (BC) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any the Borrower, the Administrative Agent, any Issuing LenderIssuer, any Swing Line Loan Lender or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that to the extent that amounts are reallocated among the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any such L/C Obligations or Swing Line Loans, the cash collateral requirement pursuant to such clause (b) will terminate and 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; (ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage Ratable Portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will promptlywill, and in no event not later than 10 5 Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders Issuer and/or the Swing Line LendersLoan Lender, as the case may be), (A)(xA) cash collateralize Cash Collateralize the obligations of such the Borrower to the Issuing Lenders Issuer and the Swing Loan Lender in respect of such L/C ObligationsLetter of Credit Obligations or Swing Loans, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and such Issuing Lender and or (yB) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) Cash Collateralize in full the unreallocated portion thereof, or (BC) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders Issuer and the Swing Loan LendersLender, as the case may be, in their sole discretion reasonable discretion, to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations and Swing Line Loans pursuant to clause (b) below; and (iii) in the case of each Defaulting Lender, any amount paid by any the Borrower for the account of a such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until (subject to Section 2.12(c) (Defaulting Lender Fees)) the termination of the Multi-Currency Revolving Credit Commitments and payment in full of all Payment the Obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or the any Swing Line Loan Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Letter of Credit Reimbursement Obligations then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Multi-Currency Revolving Credit Commitments and payment in full of all Payment Obligations of the Borrowers hereunderObligations, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C and future Letter of Credit Obligations and any outstanding Swing Line Loans: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the Ratable Portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Revolving Credit Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency Revolving Credit Commitments; provided, that (A) no Default or Event of Default shall be continuing at the time of such reallocation, (B) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage Ratable AMENDED AND RESTATED CREDIT AGREEMENT TXXXX HEALTHCARE CORPORATION Portion of the Aggregate Actual Outstanding Multi-Currency Extensions of Revolving Credit Outstandings may not in any event exceed the Multi-Currency Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (BC) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any the Borrower, the Administrative Agent, any Issuing LenderIssuer, any Swing Line Loan Lender or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that to the extent that amounts are reallocated among the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any such L/C Obligations or Swing Line Loans, the cash collateral requirement pursuant to such clause (b) will terminate and 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; (ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage Ratable Portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will promptlywill, and in no event not later than 10 5 Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders Issuer and/or the Swing Line LendersLoan Lender, as the case may be), (A)(xA) cash collateralize Cash Collateralize the obligations of such the Borrower to the Issuing Lenders Issuer and the Swing Loan Lender in respect of such L/C ObligationsLetter of Credit Obligations or Swing Loans, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and such Issuing Lender and or (yB) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) Cash Collateralize in full the unreallocated portion thereof, or (BC) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders Issuer and the Swing Loan LendersLender, as the case may be, in their sole discretion reasonable discretion, to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations and Swing Line Loans pursuant to clause (b) below; and (iii) in the case of each Defaulting Lender, any amount paid by any the Borrower for the account of a such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until (subject to Section 2.12(c) (Defaulting Lender Fees)) the termination of the Multi-Currency Revolving Credit Commitments and payment in full of all Payment the Obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or the any Swing Line Loan Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Letter of Credit Reimbursement Obligations then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Multi-Currency Revolving Credit Commitments and payment in full of all Payment Obligations of the Borrowers hereunderObligations, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C Obligations and any outstanding Swing Line Loans: apply: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the ratable portion of such Defaulting Lender with respect to any L/C such outstanding Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency Commitments; provided, provided that (A) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage ratable portion of the Aggregate Actual Outstanding Multi-Currency Extensions of Credit Total Outstandings may not in any event exceed the Multi-Currency Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any Issuing LenderBank, any Swing Line Loan Lender or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that to the extent that amounts are reallocated among the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any such L/C Obligations or Swing Line Loans, the cash collateral requirement pursuant to such clause (b) will terminate and 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; FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 57 (ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage ratable portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable whether by reason of clause (A) of the proviso in clause (i) above or otherwise, the U.S. Borrower will promptlywill, and in no event not later than 10 5 Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders Banks and/or the Swing Line Loan Lenders, as the case may be), (A)(xA) cash collateralize Cash Collateralize (pursuant to procedures similar to those detailed in Section 7.02 and reasonably acceptable to the obligations Administrative Agent) the Obligations of such Borrower the Borrowers to the Issuing Banks and the Swing Loan Lenders in respect of such L/C Obligations, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and such Issuing Lender and (y) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) in full the unreallocated portion thereof, or (B) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders Banks and the Swing Loan Lenders, as the case may be, in their sole discretion reasonable discretion, to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations ; and Swing Line Loans pursuant to clause (b) below; and (iii) in the case of each Defaulting Lender, any amount paid by any the U.S. Borrower for the account of a such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until (subject to Section 2.05(c)) the termination of the Multi-Currency Commitments and payment in full of all Payment the Obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender Bank or the any Swing Line Loan Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting LendersLenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or any Swing Loan Lender against such Defaulting Lender, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunderhereunder as a result of such Defaulting Lender’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or any Swing Loan Lender against such Defaulting Lender, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations in respect of the Letters of Credit at such time then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting LendersLenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender, and any Issuing Bank or any Swing Loan Lender against such Defaulting Lender, seventh after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunderObligations, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C and future Letter of Credit Obligations and any outstanding Swing Line Loans: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the Ratable Portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Revolving Credit Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency Revolving Credit Commitments; provided, that (A) no Default or Event of Default shall be continuing at the time of such reallocation, (B) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage Ratable Portion of the Aggregate Actual Outstanding Multi-Currency Extensions of Revolving Credit Outstandings may not in any event exceed the Multi-Currency Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and reallocation, (BC) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any the Borrower, the Administrative Agent, any Issuing LenderIssuer, any Swing Line Loan Lender or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that Lender and (D) the conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) are satisfied at the extent that amounts are reallocated among time of such reallocation (and, unless the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any Borrower shall have otherwise notified the Administrative Agent at such L/C Obligations or Swing Line Loanstime, the cash collateral requirement pursuant Borrower shall be deemed to have represented and warranted that such clause (b) will terminate and 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 conditions are satisfied at such cash collateraltime); (ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage Ratable Portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will promptlywill, and in no event not later than 10 5 Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders Issuer and/or the Swing Line LendersLoan Lender, as the case may be), (A)(xA) cash collateralize Cash Collateralize the obligations of such the Borrower to the Issuing Lenders Issuer and the Swing Loan Lender in respect of such L/C ObligationsLetter of Credit Obligations or Swing Loans, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and such Issuing Lender and or (yB) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) Cash Collateralize in full the unreallocated portion thereof, or (BC) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders Issuer and the Swing Loan LendersLender, as the case may be, in their sole discretion reasonable discretion, to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations and Swing Line Loans pursuant to clause (b) below; and (iii) in the case of each Defaulting Lender, any amount paid by any Borrower for the account of a Defaulting Lender under this Agreement (whether on account payment of principal, interest, fees, indemnity payments fees or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained amounts received by the Administrative Agent in a segregatedfor the account of such Defaulting Lender (whether voluntary or mandatory, non-interest bearing account until the termination at maturity, pursuant to Article IX (Events of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder and will be applied Default) or otherwise) or received by the Administrative Agent, to the fullest extent permitted by law, to the making of payments Agent from time to time in the following order of priority: first to the payment of any amounts owing by such a Defaulting Lender pursuant to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or the Swing Line Lender Section 11.6 (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C Obligations and any outstanding Swing Line Loansapply: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the ratable portion of such Defaulting Lender with respect to any L/C such outstanding Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders' respective Multi-Currency Commitments; provided, that (A) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage 's ratable portion of the Aggregate Actual Outstanding Multi-Currency Extensions of Credit Total Outstandings may not in any event exceed the Multi-Currency Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any Issuing LenderBank, any Swing Line Loan Lender or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that to the extent that amounts are reallocated among the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any such L/C Obligations or Swing Line Loans, the cash collateral requirement pursuant to such clause (b) will terminate and 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; (ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage ratable portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable whether by reason of the first proviso in clause (i) above or otherwise, the U.S. Borrower will promptlywill, and in no event not later than 10 5 Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders Banks and/or the Swing Line LendersLoan Lender, as the case may be), (A)(xA) cash collateralize the obligations of such Borrower Cash Collateralize (pursuant to the Issuing Lenders procedures similar to those detailed in respect of such L/C Obligations, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent Section 7.02 and such Issuing Lender and (y) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent Agent) the Obligations of the Borrowers to the Issuing Banks and the Swing Loan Lender in respect of such Swing Line Lender) in full the unreallocated portion thereof, Obligations or (B) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders Banks and the Swing Loan LendersLender, as the case may be, in their sole discretion reasonable discretion, to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations and Swing Line Loans pursuant to clause (b) below; and (iii) in the case of each Defaulting Lender, any amount paid by any the U.S. Borrower for the account of a such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until (subject to Section 2.05(c)) the termination of the Multi-Currency Commitments and payment in full of all Payment the Obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender Bank or the any Swing Line Loan Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations in respect of the Letters of Credit at such time then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunderObligations, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C Obligations and any outstanding Swing Line Loans: apply: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the ratable portion of such Defaulting Lender with respect to any L/C such outstanding Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency Commitments; provided, that (A) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage ratable portion of the Aggregate Actual Outstanding Multi-Currency Extensions of Credit Total Outstandings may not in any event exceed the Multi-Currency Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any Issuing Lender, any Swing Line Lender Bank or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that and provided, further, any such reallocation shall only be permitted to the extent that amounts are reallocated among the Multi-Currency Lenders conditions set forth in accordance with this clause (iSection 4.03(a)(i) any cash collateral that was provided pursuant to clause (band Section 4.03(a)(ii) with respect to any such L/C Obligations or Swing Line Loans, have been satisfied at the cash collateral requirement pursuant to such clause (b) will terminate and 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; (ii) to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage time of such Defaulting Lender with respect to any L/C Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable Borrower will promptly, and in no event later than 10 Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders and/or the Swing Line Lenders, as the case may be), (A)(x) cash collateralize the obligations of such Borrower to the Issuing Lenders in respect of such L/C Obligations, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and such Issuing Lender and (y) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) in full the unreallocated portion thereof, or (B) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders and the Swing Loan Lenders, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations and Swing Line Loans pursuant to clause (b) below; and (iii) any amount paid by any Borrower for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or the Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise directreallocation.

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C Obligations and any outstanding Swing Line Loansapply: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the ratable portion of such Defaulting Lender with respect to any L/C such outstanding Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency Commitments; provided, that (A) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage ratable portion of the Aggregate Actual Outstanding Multi-Currency Extensions of Credit Total Outstandings may not in any event exceed the Multi-Currency Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any Issuing Lender, any Swing Line Lender Bank or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that and provided, further, any such reallocation shall only be permitted to the extent that amounts are reallocated among the Multi-Currency Lenders conditions set forth in accordance with this clause (iSection 4.03(a)(i) any cash collateral that was provided pursuant to clause (band Section 4.03(a)(ii) with respect to any have been satisfied at the time of such L/C Obligations or Swing Line Loans, the cash collateral requirement pursuant to such clause (b) will terminate and 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;reallocation. (ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage ratable portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable Borrower whether by reason of the first proviso in clause (i) above or otherwise, the Borrowers will promptly(on a joint and several basis), and in no event not later than 10 five (5) Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders and/or the Swing Line Lenders, as the case may beBanks), (A)(xA) cash collateralize the obligations of such Borrower Cash Collateralize (pursuant to the Issuing Lenders procedures similar to those detailed in respect of such L/C Obligations, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent Section 7.02 and such Issuing Lender and (y) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and Agent) the Obligations of the Borrowers to the Issuing Banks in respect of such Swing Line Lender) in full the unreallocated portion thereof, Obligations or (B) make other arrangements reasonably satisfactory to the Administrative Agent, Agent and to the Issuing Lenders and the Swing Loan Lenders, as the case may beBanks, in their sole discretion reasonable discretion, to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations and Swing Line Loans pursuant to clause (b) below; and (iii) in the case of each Defaulting Lender, any amount paid by any Borrower for the account of a such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until (subject to Section 2.03(c)) the termination of the Multi-Currency Commitments and payment in full of all Payment the Obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or the Swing Line Lender Bank (pro rata as to the respective amounts owing to each of themany Issuing Bank) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting LendersLenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Banks against such Defaulting Lender, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunderhereunder as a result of such Defaulting Lender’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Banks against such Defaulting Lender, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations in respect of the Letters of Credit at such time then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting LendersLenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement as determined in any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Banks against such Defaulting Lender, and seventh after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunderObligations, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C and future Letter of Credit Obligations and any outstanding Swing Line Loans: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the Ratable Portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Revolving Credit Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency Revolving Credit Commitments; provided, that (A) no Default or Event of Default shall be continuing at the time of such reallocation, (B) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage Ratable Portion of the Aggregate Actual Outstanding Multi-Currency Extensions of Revolving Credit Outstandings may not in any event exceed the Multi-Currency Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and reallocation, (BC) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any the Borrower, the Administrative Agent, AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION any Issuing LenderIssuer, any Swing Line Loan Lender or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that Lender and (D) the conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) are satisfied at the extent that amounts are reallocated among time of such reallocation (and, unless the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any Borrower shall have otherwise notified the Administrative Agent at such L/C Obligations or Swing Line Loanstime, the cash collateral requirement pursuant Borrower shall be deemed to have represented and warranted that such clause (b) will terminate and 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 conditions are satisfied at such cash collateraltime); (ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage Ratable Portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will promptlywill, and in no event not later than 10 5 Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders Issuer and/or the Swing Line LendersLoan Lender, as the case may be), (A)(xA) cash collateralize Cash Collateralize the obligations of such the Borrower to the Issuing Lenders Issuer and the Swing Loan Lender in respect of such L/C ObligationsLetter of Credit Obligations or Swing Loans, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and such Issuing Lender and or (yB) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) Cash Collateralize in full the unreallocated portion thereof, or (BC) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders Issuer and the Swing Loan LendersLender, as the case may be, in their sole discretion reasonable discretion, to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations and Swing Line Loans pursuant to clause (b) below; and (iii) in the case of each Defaulting Lender, any amount paid by any Borrower for the account of a Defaulting Lender under this Agreement (whether on account payment of principal, interest, fees, indemnity payments fees or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained amounts received by the Administrative Agent in a segregatedfor the account of such Defaulting Lender (whether voluntary or mandatory, non-interest bearing account until the termination at maturity, pursuant to Article IX (Events of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder and will be applied Default) or otherwise) or received by the Administrative Agent, to the fullest extent permitted by law, to the making of payments Agent from time to time in the following order of priority: first to the payment of any amounts owing by such a Defaulting Lender pursuant to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or the Swing Line Lender Section 11.6 (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C Obligations and any outstanding Swing Line Loans: (i) the Multi-Currency Commitment Percentage of such Defaulting Lender with respect to any L/C Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Lenders that are Non-Defaulting Lenders pro rata in accordance with their respective Multi-Currency Commitments; provided, that (A) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage of the Aggregate Actual Outstanding Multi-Currency Extensions of Credit may not in any event exceed the Multi-Currency Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any Issuing Lender, any Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that to the extent that amounts are reallocated among the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any such L/C Obligations or Swing Line Loans, the cash collateral requirement pursuant to such clause (b) will terminate and 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; (ii) to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage of such Defaulting Lender with respect to any L/C Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable Borrower will promptly, and in no event later than 10 ten (10) Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders and/or the Swing Line Lenders, as the case may be), (A)(x) cash collateralize the obligations of such Borrower to the Issuing Lenders in respect of such L/C Obligations, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent and such Issuing Lender and (y) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent and such Swing Line Lender) in full the unreallocated portion thereof, or (B) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders and the Swing Loan Lenders, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations and Swing Line Loans pursuant to clause (b) below; and (iii) any amount paid by any Borrower for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or the Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding L/C Obligations and any outstanding Swing Line Loansapply: (i) in the Multi-Currency Commitment Percentage case of each Defaulting Lender, the ratable portion of such Defaulting Lender with respect to any L/C such outstanding Obligations and any outstanding Swing Line Loans will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Multi-Currency Lenders that are Non-Defaulting Lenders pro rata in accordance with their such Non-Defaulting Lenders’ respective Multi-Currency Commitments; provided, that (A) the sum of each Non-Defaulting Lender’s Multi-Currency Commitment Percentage ratable portion of the Aggregate Actual Outstanding Multi-Currency Extensions of Credit Total Outstandings may not in any event exceed the Multi-Currency Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, any Issuing LenderBank, any Swing Line Loan Lender or any other Lender may have against such Defaulting Lender Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; provided that to the extent that amounts are reallocated among the Multi-Currency Lenders in accordance with this clause (i) any cash collateral that was provided pursuant to clause (b) with respect to any such L/C Obligations or Swing Line Loans, the cash collateral requirement pursuant to such clause (b) will terminate and 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; (ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of the Multi-Currency Commitment Percentage ratable portion of such Defaulting Lender with respect to any L/C such outstanding and future Letter of Credit Obligations and any outstanding Swing Line Loans cannot be so reallocated, each applicable whether by reason of the first proviso in clause (i) above or otherwise, the U.S. Borrower will promptlywill, and in no event not later than 10 5 Business Days after any demand by the Administrative Agent (at the direction of the Issuing Lenders Banks and/or the Swing Line LendersLoan Lender, as the case may be), (A)(xA) cash collateralize the obligations of such Borrower Cash Collateralize (pursuant to the Issuing Lenders procedures similar to those detailed in respect of such L/C Obligations, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Obligations on terms acceptable to the Administrative Agent Section 7.02 and such Issuing Lender and (y) in the case of such outstanding Swing Line Loans, prepay (subject to clause (iii) below) and/or cash collateralize (on terms reasonably acceptable to the Administrative Agent Agent) the Obligations of the Borrowers to the Issuing Banks and the Swing Loan Lender in respect of such Swing Line Lender) in full the unreallocated portion thereof, Obligations or (B) make other arrangements reasonably satisfactory to the Administrative Agent, and to the Issuing Lenders Banks and the Swing Loan LendersLender, as the case may be, in their sole discretion reasonable discretion, to protect them against the risk of non-payment by such Defaulting Lender, in each case without duplications with respect to any prior actions taken with respect to such L/C Obligations and Swing Line Loans pursuant to clause (b) below; and (iii) in the case of each Defaulting Lender, any amount paid by any the U.S. Borrower for the account of a such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account until (subject to Section 2.05(c)) the termination of the Multi-Currency Commitments and payment in full of all Payment the Obligations of the Borrowers hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender Bank or the any Swing Line Loan Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and L/C Reimbursement Obligations in respect of the Letters of Credit at such time then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Multi-Currency Commitments and payment in full of all Payment Obligations of the Borrowers hereunderObligations, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION