Common use of Actions in Respect of the Letters of Credit upon Event of Default Clause in Contracts

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Majority Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand the Borrower will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding (but only to the extent such Available Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Lenders and not more disadvantageous to the Borrower than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent and the Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under all Letters of Credit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Deposit Account, an amount equal to the excess of (a) such aggregate amount available to be drawn over (b) the total amount of funds, if any, then held in the L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit, to the extent funds are on deposit in the L/C Cash Deposit Account, such funds shall be applied to reimburse the Issuing Banks to the extent permitted by applicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrower.

Actions in Respect of the Letters of Credit upon Event of Default. If (a) If, at any time and from time to time, any Letters of Credit shall have been issued by any Issuing Bank hereunder and (i) an Event of Default shall have occurred and be continuing, (ii) the Administrative Agent may with the consent, Borrower shall have given notice of prepayment in whole under Section 2.10 of all Advances or shall have prepaid in whole all Advances, (iii) the Termination Date shall have occurred or (iv) if at any time, as a result of prepayments pursuant to Section 2.10, the requestTermination Date shall be a date not more than 30 days following the expiration of any Letter of Credit, then, upon the occurrence of any of the Majority Lendersevents described in clauses (i) through (iv) above, irrespective the Paying Agent may, and upon the request of any Issuing Bank or of the Required Lenders shall, whether it is in addition to the taking by any Agent of any of the actions described in Section 6.01 Article VI or otherwise, make demand upon the Borrower to, and forthwith upon such demand the Borrower will, (a) pay to the Administrative Paying Agent on behalf for its benefit and the ratable benefit of the Lenders Lender Parties in same day funds at the Administrative Paying Agent’s 's office designated in such demand, for deposit in a special cash collateral account (the L/C Cash Deposit "Letter of Credit Collateral Account") to be maintained in the name of the Paying Agent and under the sole dominion and control of the Paying Agent for the benefit of the Paying Agent and the ratable benefit of the Lender Parties at such place as shall be designated by the Paying Agent, an amount equal to the aggregate Available Amount amount of all Letters the Letter of Credit Obligations. (b) The Borrower hereby pledges and assigns to the Paying Agent for its benefit and the ratable benefit of the Lender Parties, and grants to the Paying Agent for its benefit and the ratable benefit of the Lender Parties a lien on and a security interest in, the following collateral (the "Letter of Credit Collateral"): (i) the Letter of Credit Collateral Account, all cash deposited therein, and all certificates and instruments, if any, from time to time representing or evidencing the Letter of Credit Collateral Account; (ii) all Eligible Securities from time to time held by the Paying Agent and all certificates and instruments from time to time representing or evidencing Eligible Securities; (iii) all notes, certificates of deposit and other instruments from time to time hereafter delivered to or otherwise possessed by the Paying Agent for or on behalf of the Borrower in substitution for or in respect of any or all of the then outstanding existing Letter of Credit Collateral; (but only iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Letter of Credit Collateral; and (v) to the extent not covered by clauses (i) through (iv) above, all proceeds of any or all of the foregoing Letter of Credit Collateral. The lien and security interest granted hereby secures the payment of all Obligations of the Borrower now or hereafter existing hereunder and under any other Loan Document. (c) The Borrower hereby authorizes the Paying Agent to apply, from time to time after funds are deposited in the Letter of Credit Collateral Account, funds then held in the Letter of Credit Collateral Account to the payment of any amounts, in such Available Amount has not already been Cash Collateralized) order as the Paying Agent may elect, as shall have become or (b) make such other arrangements shall become due and payable by the Borrower to the Lender Parties in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Lenders and not more disadvantageous to Credit. (d) Neither the Borrower than clause (anor any Person claiming or acting on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account, except as provided in Section 6.02(h); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash Deposit Account. If at any time an as long as no Event of Default shall have occurred and be continuing, and to the extent that there is continuing the Administrative Agent determines that any funds held an amount in excess of $1,000,000 in the L/C Cash Deposit Letter of Credit Collateral Account are subject to any right or claim at the end of any Person other than the Administrative Agent and the Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under all Letters of Credit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Deposit Account, an amount equal to the excess of (a) such aggregate amount available to be drawn over (b) the total amount Business Day after taking into account applications of funds, if any, then from the Letter of Credit Collateral Account made pursuant to Section 6.02(c), the Paying Agent will, at the written request of the Borrower, from time to time invest amounts on deposit in the Letter of Credit Collateral Account in such Eligible Securities as the Borrower may select and the Paying Agent may approve; provided further that the Borrower shall take such action as the Paying Agent may deem necessary or desirable to create a perfected security interest in favor of the Paying Agent on behalf of itself and the Lender Parties in any such Eligible Securities. If the Borrower shall have the right to have amounts on deposit in the Letter of Credit Collateral Account invested by the Paying Agent, but shall have failed to request the Paying Agent to invest such amounts, the Paying Agent will endeavor to invest such amounts in such Eligible Securities as the Paying Agent shall select. Any interest received by the Paying Agent in respect of Eligible Securities shall be credited against the Letter of Credit Obligations. Non-interest proceeds from Eligible Securities that are not invested or reinvested in Eligible Securities as provided above shall be deposited and held in cash in the L/C Cash Deposit Letter of Credit Collateral Account under the sole dominion and control of the Paying Agent. (e) The Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for the security interest created by this Section 6.02. (f) If any Event of Default shall have occurred and be continuing: (i) The Paying Agent may, in its sole discretion, without notice to the Borrower except as required by law and at any time from time to time, charge, set off and otherwise apply all or any part of first, the Letter of Credit Obligations and second, the other Obligations of the Borrower now or hereafter existing under any of the Loan Documents, against the Letter of Credit Collateral Account or any part thereof, in such order as the Paying Agent shall elect. The Paying Agent agrees promptly to notify the Borrower after any such set-off and application made by the Paying Agent, provided that the Administrative failure to give such notice shall not affect the validity of such set-off and application. The rights of the Paying Agent determines under this Section 6.02(f) are in addition to be free other rights and clear remedies (including other rights of any such right and claim. Upon set-off) that the drawing Paying Agent may have. (ii) The Paying Agent may also exercise, in its sole discretion, in respect of any the Letter of CreditCredit Collateral Account, in addition to the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York at that time, and the Paying Agent may, without notice except as specified below, sell the Letter of Credit Collateral or any part thereof in one or more parcels at public or private sale, at any of the Paying Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Paying Agent may deem commercially reasonable. The Borrower agrees that, to the extent funds are on deposit notice of sale shall be required by law, at least ten days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Paying Agent shall not be obligated to make any sale of Letter of Credit Collateral or any part thereof, regardless of notice of sale having been given. The Paying Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (iii) Any cash held in the L/C Cash Deposit Letter of Credit Collateral Account, such funds shall and all cash proceeds received by the Paying Agent in respect of any sale of, collection from or other realization upon all or any part of the Letter of Credit Collateral Account may, in the discretion of the Paying Agent, then or at any time thereafter be applied (after payment of any amounts payable pursuant to reimburse Section 8.04) in whole or in part by the Issuing Banks to Paying Agent for the extent permitted by applicable law. After ratable benefit of the Lender Parties against all such Letters or any part of Credit shall have expired or been fully drawn upon and all other the obligations of the Borrower hereunder now or hereafter existing under any of the Loan Documents in such order as the Paying Agent may elect. (g) The Paying Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded treatment substantially equal to that which the Paying Agent accords its own property, it being understood that the Paying Agent shall not have any responsibility or liability (i) for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Eligible Securities, whether or not the Paying Agent has or is deemed to have knowledge of such matters, (ii) for taking any necessary steps to preserve rights against any parties with respect to the Letter of Credit Collateral, (iii) for the collection of any proceeds from Eligible Securities, (iv) by reason of any invalidity, lack of value or uncollectability of any of the payments received by the Paying Agent from obligors with respect to Eligible Securities, or (v) for any loss resulting from investments made pursuant to Section 6.02(d), except to the extent such loss was attributable to the Paying Agent's gross negligence or wilful misconduct in complying with Section 6.02(d), or (vi) in connection with any investments made pursuant to Section 6.02(d) without a written request from the Borrower, or any failure by the Paying Agent to make any such investment. (h) Any surplus of the funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of the obligations of the Borrower under this Agreement and under the any other Loan Documents shall have been paid in full, Document after the balance, if any, in such L/C Cash Deposit Account Termination Date shall be returned paid to the BorrowerBorrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consentmay, or shall at the request, request of the Majority Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand the Borrower Borrowers will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s 's office designated in such demand, for deposit in the L/C Cash Deposit Letter of Credit Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding (but only to the extent such Available Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Lenders and not more disadvantageous to the Borrower than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash Deposit Accountoutstanding. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Letter of Credit Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under Available Amount of all Letters of Credit, the Borrower Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Collateral Agent, as additional funds to be deposited and held in the L/C Cash Deposit Letter of Credit Collateral Account, an amount equal to the excess of (a) such aggregate amount available to be drawn Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Deposit Letter of Credit Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit, to the extent Credit for which funds are on deposit in the L/C Cash Deposit Letter of Credit Collateral Account, such funds shall be applied to reimburse the relevant Issuing Banks Bank or Lenders, as applicable, to the extent permitted by applicable law. After If the Borrowers have not delivered the cash collateral as specified above within five Business Days after it was due, at any time and from time to time thereafter, the Lenders in their sole and absolute discretion may (but shall not be obligated to) advance to the Borrowers all such Letters or any portion of the required cash collateral, by credit to the Letter of Credit Collateral Account or otherwise; and amounts advanced by the Lenders pursuant to this option and outstanding from time to time shall have expired or been fully drawn upon be due and payable, together with interest and additional interest thereon at the rates provided in Section 2.07 of this Agreement, on demand, and shall otherwise constitute "Letter of Credit Advances" for all other obligations of the Borrower hereunder purposes under this Agreement and under the other Loan Documents shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the BorrowerDocuments.

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Majority LendersLenders having more than 50% of the US Commitments, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Company to, and forthwith upon such demand the Borrower Company will, (a) pay to the Administrative Agent on behalf of the US Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding (but only to the extent such Available Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Lenders and not having more disadvantageous to than 50% of the Borrower than clause (a)US Commitments; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the a Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available to be drawn under Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the BorrowerBorrowers, which are expressly waived by the each Borrower, to be held in the L/C Cash Deposit Collateral Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the US Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under Available Amount of all Letters of Credit, the Borrower Company will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Deposit Collateral Account, an amount equal to the excess of (a) such aggregate amount available to be drawn Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Deposit Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit, to the extent funds are on deposit in the L/C Cash Deposit Collateral Account, such funds shall be applied to reimburse the Issuing Banks Bank or the US Lenders, as applicable, to the extent permitted by applicable law. After The Agent, in its sole discretion and at the risk and expense of the Company, may invest the funds in the L/C Cash Collateral Account, and interest or profits therefrom (if any) shall accumulate in the L/C Cash Collateral Account. At any time that the amount of funds in the L/C Cash Collateral Account exceeds the Available Amount of all Letters of Credit outstanding, the Agent shall promptly return such excess amount to the Company. All amounts in the L/C Cash Collateral Account shall be returned to the Company upon the earlier of (x) the date that all Letters of Credit shall have expired or been fully drawn upon and all other reimbursement obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, satisfied and (y) the balance, if any, in such L/C Cash Deposit Account date on which no Event of Default shall be returned to the Borrowercontinuing or on which every Event of Default shall have been waived.

Actions in Respect of the Letters of Credit upon Event of Default. If L/C Cash Collateral Account; Investing of Amounts in the L/C Cash Collateral Account; Release. (a) Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(ii) the making of the request or the granting of the consent specified by Section 7.01 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 7.01, the Administrative Agent may with the consentmay, or shall and at the request, request of the Majority LendersRequired Lenders shall, irrespective of whether it is taking any of the actions described in Section 6.01 7.01 or otherwise, make demand upon the Borrower Company to, and forthwith upon such demand the Borrower Company will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds Same Day Funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Collateral Account, an amount equal to 103% of (x) the aggregate Available Amount of all Letters each Letter of Credit then outstanding in the Currency of such Letter of Credit and (but only to the extent such Available Amount has not already been Cash Collateralizedy) or (b) make such other arrangements in respect of the outstanding Letters principal amount of each Letter of Credit as shall be acceptable to the Majority Lenders and not more disadvantageous to the Borrower than clause (a); provided, however, that Loan in the event Currency of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash Deposit Accountsuch Loan. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Collateral Account are subject to any equal or prior right or claim of any Person other than the Administrative any Agent and the Lenders pursuant to this Agreement or that the total amount of such funds is less than the aggregate amount available to be drawn under Available Amount of all Letters of Credit, the Borrower Company will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Deposit Collateral Account, an amount equal to the excess of (a1) such aggregate amount available to be drawn Available Amount over (b2) the total amount of funds, if any, then held in the L/C Cash Deposit Collateral Account that the Administrative Agent determines to be free and clear of any such equal or prior right and claim. Upon FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (b) The Company hereby authorizes the drawing Administrative Agent to open at any time upon the occurrence and during the continuance of an Event of Default a non-interest bearing account with the Administrative Agent at its address designated in Section 9.02 in the name of the Company but in connection with which the Administrative Agent shall be the sole entitlement holder or customer (the “L/C Cash Collateral Account”), and hereby pledges and assigns and grants to the Administrative Agent on behalf of the Lenders a security interest in the following collateral (the “L/C Cash Collateral Account Collateral”): (i) the L/C Cash Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the investment of funds held therein, (ii) all L/C Cash Collateral Account Investments from time to time, and all certificates and instruments, if any, from time to time representing or evidencing the L/C Cash Collateral Account Investments, (iii) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Company in substitution for or in addition to any or all of the then existing L/C Cash Collateral Account Collateral, (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing L/C Cash Collateral Account Collateral, and (v) all proceeds of any Letter and all of Creditthe foregoing L/C Cash Collateral Account Collateral. (c) If requested by the Company, the Administrative Agent will, subject to the extent funds are provisions of clause (e) below, from time to time (i) invest amounts on deposit in the L/C Cash Deposit AccountCollateral Account in such notes, certificates of deposit and other debt instruments as the Company may select and the Administrative Agent may approve and (ii) invest interest paid on the notes, certificates of deposit and other instruments referred to in clause (i) above, and reinvest other proceeds of any such funds notes, certificates of deposit and other instruments which may mature or be sold, in each case in such notes, certificates of deposit and other debt instruments as the Company may select and the Administrative Agent may approve (the notes, certificates of deposit and other instruments referred to in clauses (i) and (ii) above being collectively “L/C Cash Collateral Account Investments”). Interest and proceeds that are not invested or reinvested in L/C Cash Collateral Account Investments as provided above shall be applied deposited and held in the L/C Cash Collateral Account. (d) Upon such time as (i) the aggregate Available Amount of all Letters of Credit is reduced to reimburse the Issuing Banks to the extent permitted by applicable law. After all zero and such Letters of Credit shall have are expired or been fully drawn upon terminated by their terms and all other obligations of the Borrower hereunder amounts payable in respect thereof, including but not limited to principal, interest, commissions, fees and under the other Loan Documents shall expenses, have been paid in fullfull in cash, and (ii) no Event of Default has occurred and is continuing under this Agreement, the balanceAdministrative Agent will pay and release to the Company or at its order (a) accrued interest due and payable on the L/C Cash Collateral Account Investments and in the L/C Cash Collateral Account, and (b) the balance remaining in the L/C Cash Collateral Account after the application, if any, by the Administrative Agent of funds in such the L/C Cash Deposit Collateral Account shall be returned to the Borrowerpayment of amounts described in clause (i) of this subsection (d). FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (e) (i) The Administrative Agent may, without notice to the Company except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the L/C Cash Collateral Account against the obligations of the Company in respect of Letters of Credit (collectively, the “L/C Cash Collateral Account Obligations”) or any part thereof. The Administrative Agent agrees to notify the Company promptly after any such set-off and application, provided that the failure of the Administrative Agent to give such notice shall not affect the validity of such set-off and application.

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Majority LendersLenders having more than 50% of the US Commitments, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Company to, and forthwith upon such demand the Borrower Company will, (a) pay to the Administrative Agent on behalf of the US Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding (but only to the extent such Available Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Lenders and not having more disadvantageous to than 50% of the Borrower than clause (a)US Commitments; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the a Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available to be drawn under Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the BorrowerBorrowers, which are expressly waived by the each Borrower, to be held in the L/C Cash Deposit Collateral Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the US Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under Available Amount of all Letters of Credit, the Borrower Company will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Deposit Collateral Account, an amount equal to the excess of (a) such aggregate amount available to be drawn Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Deposit Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit, to the extent funds are on deposit in the L/C Cash Deposit Collateral Account, such funds shall be applied to reimburse the Issuing Banks Bank or the US Lenders, as applicable, to the extent permitted by applicable law. After The Administrative Agent, in its sole discretion and at the risk and expense of the Company, may invest the funds in the L/C Cash Collateral Account, and interest or profits therefrom (if any) shall accumulate in the L/C Cash Collateral Account. At any time that the amount of funds in the L/C Cash Collateral Account exceeds the Available Amount of all Letters of Credit outstanding, the Administrative Agent shall promptly return such excess amount to the Company. All amounts in the L/C Cash Collateral Account shall be returned to the Company upon the earlier of (x) the date that all Letters of Credit shall have expired or been fully drawn upon and all other reimbursement obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, satisfied and (y) the balance, if any, in such L/C Cash Deposit Account date on which no Event of Default shall be returned to the Borrowercontinuing or on which every Event of Default shall have been waived.

Actions in Respect of the Letters of Credit upon Event of Default. If L/C Cash Collateral Account; Investing of Amounts in the L/C Cash Collateral Account; Release. (a) Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(ii) the making of the request or the granting of the consent specified by Section 7.01 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 7.01, the Administrative Agent may with the consentmay, or shall and at the request, request of the Majority LendersRequired Lenders shall, irrespective of whether it is taking any of the actions described in Section 6.01 7.01 or otherwise, make demand upon the Borrower Company to, and forthwith upon such demand the Borrower Company will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding (but only to in the extent Currency of such Available Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Lenders and not more disadvantageous to the Borrower than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash Deposit AccountCredit. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Collateral Account are subject to any equal or prior right or claim of any Person other than the Administrative any Agent and the Lenders pursuant to this Agreement or that the total amount of such funds is less than the aggregate amount available to be drawn under Available Amount of all Letters of Credit, the Borrower Company will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Deposit AMENDED AND RESTATED CREDIT AGREEMENT Collateral Account, an amount equal to the excess of (a1) such aggregate amount available to be drawn Available Amount over (b2) the total amount of funds, if any, then held in the L/C Cash Deposit Collateral Account that the Administrative Agent determines to be free and clear of any such equal or prior right and claim. Upon . (b) The Company hereby authorizes the drawing Administrative Agent to open at any time upon the occurrence and during the continuance of an Event of Default a non-interest bearing account with the Administrative Agent at its address designated in Section 9.02 in the name of the Company but in connection with which the Administrative Agent shall be the sole entitlement holder or customer (the “L/C Cash Collateral Account”), and hereby pledges and assigns and grants to the Administrative Agent on behalf of the Lenders a security interest in the following collateral (the “L/C Cash Collateral Account Collateral”): (i) the L/C Cash Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the investment of funds held therein, (ii) all L/C Cash Collateral Account Investments from time to time, and all certificates and instruments, if any, from time to time representing or evidencing the L/C Cash Collateral Account Investments, (iii) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Administrative Agent for or on behalf of the Company in substitution for or in addition to any or all of the then existing L/C Cash Collateral Account Collateral, (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing L/C Cash Collateral Account Collateral, and (v) all proceeds of any Letter and all of Creditthe foregoing L/C Cash Collateral Account Collateral. (c) If requested by the Company, the Administrative Agent will, subject to the extent funds are provisions of clause (e) below, from time to time (i) invest amounts on deposit in the L/C Cash Deposit AccountCollateral Account in such notes, certificates of deposit and other debt instruments as the Company may select and the Administrative Agent may approve and (ii) invest interest paid on the notes, certificates of deposit and other instruments referred to in clause (i) above, and reinvest other proceeds of any such funds notes, certificates of deposit and other instruments which may mature or be sold, in each case in such notes, certificates of deposit and other debt instruments as the Company may select and the Administrative Agent may approve (the notes, certificates of deposit and other instruments referred to in clauses (i) and (ii) above being collectively “L/C Cash Collateral Account Investments”). Interest and proceeds that are not invested or reinvested in L/C Cash Collateral Account Investments as provided above shall be applied deposited and held in the L/C Cash Collateral Account. (d) Upon such time as (i) the aggregate Available Amount of all Letters of Credit is reduced to reimburse the Issuing Banks to the extent permitted by applicable law. After all zero and such Letters of Credit shall have are expired or been fully drawn upon terminated by their terms and all other obligations of the Borrower hereunder amounts payable in respect thereof, including but not limited to principal, interest, commissions, fees and under the other Loan Documents shall expenses, have been paid in fullfull in cash, and (ii) no Event of Default has AMENDED AND RESTATED CREDIT AGREEMENT occurred and is continuing under this Agreement, the balanceAdministrative Agent will pay and release to the Company or at its order (a) accrued interest due and payable on the L/C Cash Collateral Account Investments and in the L/C Cash Collateral Account, and (b) the balance remaining in the L/C Cash Collateral Account after the application, if any, by the Administrative Agent of funds in such the L/C Cash Deposit Collateral Account to the payment of amounts described in clause (i) of this subsection (d). (i) The Administrative Agent may, without notice to the Company except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the L/C Cash Collateral Account against the obligations of the Company in respect of Letters of Credit (collectively, the “L/C Cash Collateral Account Obligations”) or any part thereof. The Administrative Agent agrees to notify the Company promptly after any such set-off and application, provided that the failure of the Administrative Agent to give such notice shall not affect the validity of such set-off and application. (ii) The Administrative Agent may also exercise in respect of the L/C Cash Collateral Account Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time (the “UCC”) (whether or not the UCC applies to the affected L/C Cash Collateral Account Collateral), and may also, without notice except as specified below, sell the L/C Cash Collateral Account Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. Each Borrower agrees that, to the extent notice of sale shall be returned required by law, at least ten days’ notice to such Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The (iii) Any cash held by the Administrative Agent as L/C Cash Collateral Account Collateral and all cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the L/C Cash Collateral Account Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter be applied in whole or in part by the Administrative Agent against, all or any part of the L/C Cash Collateral Account Obligations in such order as the Administrative Agent shall elect. Any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after payment in full of all the L/C Cash Collateral Account Obligations shall be paid over to the BorrowerCompany or to whomsoever may be lawfully entitled to receive such surplus. (f) Upon the permanent reduction from time to time of the aggregate Available Amount of all Letters of Credit in accordance with the terms thereof, the Administrative Agent AMENDED AND RESTATED CREDIT AGREEMENT shall release to the Company amounts from the L/C Cash Collateral Account in an amount equal to each such permanent reduction; provided that the Administrative Agent shall not be obligated to reduce the funds or other L/C Cash Collateral Account Collateral then held in the L/C Cash Collateral Account below that level that the Administrative Agent reasonably determines is required to be maintained after taking into consideration any rights or claims of any Persons other than the Administrative Agent. (g) In furtherance of the grant of the pledge and security interest pursuant to this Section 7.02, the Company hereby agrees with each Lender, each Issuing Bank and the Administrative Agent that the Company shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such pledge and security interests.

Actions in Respect of the Letters of Credit upon Event of Default. If L/C Cash Collateral Account; Investing of Amounts in the L/C Cash Collateral Account; Release. (a) Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(ii) the making of the request or the granting of the consent specified by Section 7.01 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 7.01, the Administrative Agent may with the consentmay, or shall and at the request, request of the Majority LendersRequired Lenders shall, irrespective of whether it is taking any of the actions described in Section 6.01 7.01 or otherwise, make demand upon the any Borrower to, and forthwith upon such demand the such Borrower will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Collateral Account, an amount equal to the aggregate Available LC Amount of all Letters of Credit then outstanding (but only to in the extent Currency of such Available Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Lenders and not more disadvantageous to the Borrower than clause (a)Credit; provided, however, that upon the occurrence of any Event of Default specified in the event of an actual or deemed entry of an order for relief with respect Section 7.01(e), such payments by any Borrower pursuant to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available this Section 7.02(a) shall automatically be required to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash Deposit Accountmade. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Collateral Account are subject to any equal or prior right or claim of any Person other than the Administrative Agent and the Lenders pursuant to this Agreement or that the total amount of such funds is less than the aggregate amount available to be drawn under Available LC Amount of all Letters of Credit, the any Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Deposit Collateral Account, an amount equal to the excess of (aA) such aggregate amount available to be drawn Available LC Amount over (bB) the total amount of funds, if any, then held in the L/C Cash Deposit Collateral Account that the Administrative Agent determines to be free and clear of any such equal or prior right and claim. Upon 106 - (b) The Borrowers hereby authorize the drawing Administrative Agent to open at any time upon the occurrence and during the continuance of an Event of Default a non-interest bearing account with the Administrative Agent at its address designated in Section 9.02 in the name of the any Borrower but in connection with which the Administrative Agent shall be the sole entitlement holder or customer (the “L/C Cash Collateral Account”), and hereby pledges and assigns and grants to the Administrative Agent on behalf of the Lenders a security interest in the following collateral (the “L/C Cash Collateral Account Collateral”): (i) the L/C Cash Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the investment of funds held therein, (ii) all L/C Cash Collateral Account Investments from time to time, and all certificates and instruments, if any, from time to time representing or evidencing the L/C Cash Collateral Account Investments, (iii) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Administrative Agent for or on behalf of any Letter Borrower in substitution for or in addition to any or all of Creditthe then existing L/C Cash Collateral Account Collateral, (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing L/C Cash Collateral Account Collateral, and (v) all proceeds of any and all of the foregoing L/C Cash Collateral Account Collateral. (c) If requested by any Borrower, the Administrative Agent will, subject to the extent funds are provisions of clause (e) below, from time to time (i) invest amounts on deposit in the L/C Cash Deposit AccountCollateral Account in such notes, certificates of deposit and other debt instruments as such funds Borrower may select and the Administrative Agent may approve and (ii) invest interest paid on the notes, certificates of deposit and other instruments referred to in clause (i) above, and reinvest other proceeds of any such notes, certificates of deposit and other instruments which may mature or be sold, in each case in such notes, certificates of deposit and other debt instruments any Borrower may select and the Administrative Agent may approve (the notes, certificates of deposit and other instruments referred to in clauses (i) and (ii) above being collectively “L/C Cash Collateral Account Investments”). Interest and proceeds that are not invested or reinvested in L/C Cash Collateral Account Investments as provided above shall be applied deposited and held in the L/C Cash Collateral Account. (d) Upon such time as (i) the aggregate Available LC Amount of all Letters of Credit is reduced to reimburse the Issuing Banks to the extent permitted by applicable law. After all zero and such Letters of Credit shall have are expired with no pending drawings or been fully drawn upon terminated by their terms and all other obligations of the Borrower hereunder amounts payable in respect thereof, including but not limited to principal, interest, commissions, fees and under the other Loan Documents shall expenses, have been paid in fullfull in cash, and (ii) no Event of Default has occurred and is continuing under this Agreement, the balanceAdministrative Agent will pay and release to the applicable Borrower or at its order (A) accrued interest due and payable on the L/C Cash Collateral Account Investments and in the L/C Cash Collateral Account, and (B) the balance remaining in the L/C Cash Collateral Account after the application, if any, in such by the 107 - (i) The Administrative Agent may, without notice to any Borrower or any other Person except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the L/C Cash Deposit Collateral Account against the obligations of the Borrowers in respect of Letters of Credit (collectively, the “L/C Cash Collateral Account Obligations”) or any part thereof. The Administrative Agent agrees to notify Livent promptly after any such set-off and application, provided, that the failure of the Administrative Agent to give such notice shall not affect the validity of such set-off and application. (ii) The Administrative Agent may also exercise in respect of the L/C Cash Collateral Account Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time (the “UCC”) (whether or not the UCC applies to the affected L/C Cash Collateral Account Collateral), and may also, without notice except as specified below, sell the L/C Cash Collateral Account Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. Each Borrower agrees that, to the extent notice of sale shall be returned required by law, at least ten (10) days’ notice to Livent of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of L/C Cash Collateral Account Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (iii) Any cash held by the Administrative Agent as L/C Cash Collateral Account Collateral and all cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the L/C Cash Collateral Account Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter be applied in whole or in part by the Administrative Agent against, all or any part of the L/C Cash Collateral Account Obligations in such order as the Administrative Agent shall elect. Any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after payment in full of all the L/C Cash Collateral Account Obligations shall be paid over to the Borrowerapplicable Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Majority LendersLenders having more than 50% of the US Revolving Commitments, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Company to, and forthwith upon such demand the Borrower Company will, (a) pay to the Administrative Agent on behalf of the US Revolving Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding (but only to the extent such Available Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Lenders and not having more disadvantageous to than 50% of the Borrower than clause (a)US Revolving Commitments; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the a Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available to be drawn under Available Amount of all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the BorrowerBorrowers, which are expressly waived by the each Borrower, to be held in the L/C Cash Deposit Collateral Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the US Revolving Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under Available Amount of all Letters of Credit, the Borrower Company will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Deposit Collateral Account, an amount equal to the excess of (a) such aggregate amount available to be drawn Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Deposit Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit, to the extent funds are on deposit in the L/C Cash Deposit Collateral Account, such funds shall be applied to reimburse the Issuing Banks Bank or the US Revolving Lenders, as applicable, to the extent permitted by applicable law. After The Administrative Agent, in its sole discretion and at the risk and expense of the Company, may invest the funds in the L/C Cash Collateral Account, and interest or profits therefrom (if any) shall accumulate in the L/C Cash Collateral Account. At any time that the amount of funds in the L/C Cash Collateral Account exceeds the Available Amount of all Letters of Credit outstanding, the Administrative Agent shall promptly return such excess amount to the Company. All amounts in the L/C Cash Collateral Account shall be returned to the Company upon the earlier of (x) the date that all Letters of Credit shall have expired or been fully drawn upon and all other reimbursement obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, satisfied and (y) the balance, if any, in such L/C Cash Deposit Account date on which no Event of Default shall be returned to the Borrowercontinuing or on which every Event of Default shall have been waived.

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Majority Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand the Borrower will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding (but only to the extent such Available Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Lenders and not more disadvantageous to the Borrower than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash Deposit AccountLenders. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under Available Amount of all Letters of Credit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Deposit Collateral Account, an amount equal to the excess of (a) such aggregate amount available to be drawn Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Deposit Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit, to the extent funds are on deposit in the L/C Cash Deposit Collateral Account, such funds shall be applied to reimburse the Issuing Banks Bank or the Lenders, as applicable, to the extent permitted by applicable law. After The Agent, in its sole discretion and at the risk and expense of the Borrower, may invest the funds in the L/C Cash Collateral Account, and interest or profits therefrom (if any) shall accumulate in the L/C Cash Collateral Account. At any time that the amount of funds in the L/C Cash Collateral Account exceeds the Available Amount of all Letters of Credit outstanding, the Agent shall promptly return such excess amount to the Borrower. All amounts in the L/C Cash Collateral Account shall be returned to the Borrower upon the earlier of (x) the date that all Letters of Credit shall have expired or been fully drawn upon and all other reimbursement obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, satisfied and (y) the balance, if any, in such L/C Cash Deposit Account date on which no Event of Default shall be returned to the Borrowercontinuing or on which every Event of Default shall have been waived.

Actions in Respect of the Letters of Credit upon Event of Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Majority Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower Borrowers to, and forthwith upon such demand the Borrower Borrowers will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding (but only to the extent such Available Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Lenders and not more disadvantageous to the Borrower Borrowers than clause (a); provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Company or any other Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the BorrowerBorrowers, which are expressly waived by the each Borrower, to be held in the L/C Cash Deposit Account. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Account are subject to any right or claim of any Person other than the Administrative Agent and the Lenders or that the total amount of such funds is less than the aggregate amount available to be drawn under all Letters of Credit, the each applicable Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Deposit Account, an amount equal to the excess of (a) such aggregate amount available to be drawn over (b) the total amount of funds, if any, then held in the L/C Cash Deposit Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit, to the extent funds are on deposit in the L/C Cash Deposit Account, such funds shall be applied to reimburse the Issuing Banks to the extent permitted by applicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower Borrowers hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to the Borrowerapplicable Borrowers.

Actions in Respect of the Letters of Credit upon Event of Default. If L/C Cash Collateral Account; Investing of Amounts in the L/C Cash Collateral Account; Release. (a) Upon (i) the occurrence and during the continuance of any Event of Default shall have occurred and be continuing(ii) the making of the request or the granting of the consent specified by Section 7.01 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of Section 7.01, the Administrative Agent may with the consentmay, or shall and at the request, request of the Majority LendersRequired Lenders shall, irrespective of whether it is taking any of the actions described in Section 6.01 7.01 or otherwise, make demand upon the any Borrower to, and forthwith upon such demand the such Borrower will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Deposit Collateral Account, an amount equal to the aggregate Available LC Amount of all Letters of Credit then outstanding (but only to in the extent Currency of such Available Amount has not already been Cash Collateralized) or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Lenders and not more disadvantageous to the Borrower than clause (a)Credit; provided, however, that upon the occurrence of any Event of Default specified in the event of an actual or deemed entry of an order for relief with respect Section 7.01(e), such payments by any Borrower pursuant to the Borrower under the Federal Bankruptcy Code, an amount equal to the aggregate amount available this Section 7.02(a) shall automatically be required to be drawn under all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of the Lenders without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash Deposit Accountmade. If at any time an Event of Default is continuing the Administrative Agent determines that any funds held in the L/C Cash Deposit Collateral Account are subject to any equal or prior right or claim of any Person other than the Administrative Agent and the Lenders pursuant to this Agreement or that the total amount of such funds is less than the aggregate amount available to be drawn under Available LC Amount of all Letters of Credit, the any Borrower will, forthwith upon demand by the Administrative Agent, pay to the 106 WEIL:\98721861\10\35899.0596 Administrative Agent, as additional funds to be deposited and held in the L/C Cash Deposit Collateral Account, an amount equal to the excess of (aA) such aggregate amount available to be drawn Available LC Amount over (bB) the total amount of funds, if any, then held in the L/C Cash Deposit Collateral Account that the Administrative Agent determines to be free and clear of any such equal or prior right and claim. Upon . (b) The Borrowers hereby authorize the drawing Administrative Agent to open at any time upon the occurrence and during the continuance of an Event of Default a non-interest bearing account with the Administrative Agent at its address designated in Section 9.02 in the name of the any Borrower but in connection with which the Administrative Agent shall be the sole entitlement holder or customer (the “L/C Cash Collateral Account”), and hereby pledges and assigns and grants to the Administrative Agent on behalf of the Lenders a security interest in the following collateral (the “L/C Cash Collateral Account Collateral”): (i) the L/C Cash Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the investment of funds held therein, (ii) all L/C Cash Collateral Account Investments from time to time, and all certificates and instruments, if any, from time to time representing or evidencing the L/C Cash Collateral Account Investments, (iii) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Administrative Agent for or on behalf of any Letter Borrower in substitution for or in addition to any or all of Creditthe then existing L/C Cash Collateral Account Collateral, (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing L/C Cash Collateral Account Collateral, and (v) all proceeds of any and all of the foregoing L/C Cash Collateral Account Collateral. (c) If requested by any Borrower, the Administrative Agent will, subject to the extent funds are provisions of clause (e) below, from time to time (i) invest amounts on deposit in the L/C Cash Deposit AccountCollateral Account in such notes, certificates of deposit and other debt instruments as such funds Borrower may select and the Administrative Agent may approve and (ii) invest interest paid on the notes, certificates of deposit and other instruments referred to in clause (i) above, and reinvest other proceeds of any such notes, certificates of deposit and other instruments which may mature or be sold, in each case in such notes, certificates of deposit and other debt instruments any Borrower may select and the Administrative Agent may approve (the notes, certificates of deposit and other instruments referred to in clauses (i) and (ii) above being collectively “L/C Cash Collateral Account Investments”). Interest and proceeds that are not invested or reinvested in L/C Cash Collateral Account Investments as provided above shall be applied deposited and held in the L/C Cash Collateral Account. (d) Upon such time as (i) the aggregate Available LC Amount of all Letters of Credit is reduced to reimburse the Issuing Banks to the extent permitted by applicable law. After all zero and such Letters of Credit shall have are expired with no pending drawings or been fully drawn upon terminated by their terms and all other obligations of the Borrower hereunder amounts payable in respect thereof, including but not limited to principal, interest, commissions, fees and under the other Loan Documents shall expenses, have been paid in fullfull in cash, and (ii) no Event of Default (i) The Administrative Agent may, without notice to any Borrower or any other Person except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the balance, if any, in such L/C Cash Deposit Collateral Account against the obligations of the Borrowers in respect of Letters of Credit (collectively, the “L/C Cash Collateral Account Obligations”) or any part thereof. The Administrative Agent agrees to notify Livent promptly after any such set-off and application, provided, that the failure of the Administrative Agent to give such notice shall not affect the validity of such set-off and application. (ii) The Administrative Agent may also exercise in respect of the L/C Cash Collateral Account Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time (the “UCC”) (whether or not the UCC applies to the affected L/C Cash Collateral Account Collateral), and may also, without notice except as specified below, sell the L/C Cash Collateral Account Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. Each Borrower agrees that, to the extent notice of sale shall be returned required by law, at least ten (10) days’ notice to Livent of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of L/C Cash Collateral Account Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (iii) Any cash held by the Administrative Agent as L/C Cash Collateral Account Collateral and all cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the L/C Cash Collateral Account Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter be applied in whole or in part by the Administrative Agent against, all or any part of the L/C Cash Collateral Account Obligations in such order as the Administrative Agent shall elect. Any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after payment in full of all the L/C Cash Collateral Account Obligations shall be paid over to the Borrowerapplicable Borrower or to whomsoever may be lawfully entitled to receive such surplus.