Common use of Right to Replace Affected Person or Lender Clause in Contracts

Right to Replace Affected Person or Lender. In the event (i) the Borrowers are required to pay any Taxes with respect to an Affected Person pursuant to Section 2.10 or any amounts with respect to an Affected Person pursuant to Section 3.03, (ii) any Borrower receives a notice from an Affected Person pursuant to Section 3.04, or (24) any Lender is a Defaulting Lender or Non-Consenting Lender (treating such Lender as an “Affected Person” for purposes of this Section 3.06), LiventArcadium may elect, if such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided, that, concurrently therewith, (a) another financial institution which is an Eligible Assignee and is reasonably satisfactory to LiventArcadium and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing Banks, shall agree, as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit of the Affected Person, pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including all outstanding Loans) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 9.07 applicable to assignments and (b) the Borrowers shall, on a joint and several basis, pay to such Affected Person in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by any Borrower hereunder to and including the date of termination, including payments due such Affected Person under Section 2.10, costs incurred under Section 3.03 or 9.15 and payments owing under Section 9.04(c).

Right to Replace Affected Person or Lender. In the event (i) the Borrowers are required to pay any Taxes with respect to an Affected Person pursuant to Section 2.10 or any amounts with respect to an Affected Person pursuant to Section 3.03, (ii) any Borrower receives a notice from an Affected Person pursuant to Section 3.04, or (24iii) any Lender is a Defaulting Lender or Non-Consenting Lender (treating such Lender as an “Affected Person” for purposes of this Section 3.06), LiventArcadium Livent may elect, if such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided, that, concurrently therewith, (aA) another financial institution which is an Eligible Assignee and is reasonably satisfactory to LiventArcadium Livent and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing Banks, shall agree, as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit of the Affected Person, pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including all outstanding Loans) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 9.07 applicable to assignments and (bB) the Borrowers shall, on a joint and several basis, pay to such Affected Person in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by any Borrower hereunder to and including the date of termination, including payments due such Affected Person under Section 2.10, costs incurred under Section 3.03 or 9.15 and payments owing under Section 9.04(c).

Right to Replace Affected Person or Lender. In the event (i) the Borrowers are required to pay any Taxes with respect to an Affected Person pursuant to Section 2.10 2.12(c) or any amounts with respect to an Affected Person pursuant to Section 3.033.05, (ii) any the U.S. Borrower receives a notice from an Affected Person pursuant to Section 3.043.06, or (24iii) any Lender is a Defaulting Lender or Non-Consenting Lender (treating such Lender as an “Affected Person” for purposes of this Section 3.063.08), LiventArcadium the U.S. Borrower may elect, if such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided, provided that, concurrently therewith, (ai) another financial institution which is an Eligible Assignee and is reasonably satisfactory to LiventArcadium the U.S. Borrower and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing Banks), shall agree, as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit of the Affected Person, pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including all outstanding Loans) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 9.07 applicable to assignments and (bii) the Borrowers shall, on a joint and several basis, U.S. Borrower shall pay to such Affected Person in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by any Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.102.12, costs incurred under Section 3.03 or 9.15 3.05 and payments owing under Section 9.04(c).

Right to Replace Affected Person or Lender. In (a) ------------------------------------------ Subject to Subsection (b) below, if the event (i) the Borrowers are Borrower is required to pay any Taxes with respect to an Affected Person pursuant to Section 2.10 2.11(c) or any amounts with respect to an Affected Person pursuant to Section 3.03, (ii) any Borrower or receives a notice from an Affected Person pursuant to Section 3.04, or (24) any Lender is a Defaulting Lender or Non-Consenting Lender (treating such Lender as an “Affected Person” for purposes of this Section 3.06), LiventArcadium the Borrower may elect, if such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided that, no -------- Default shall have occurred and be continuing at the time of such replacement and, provided, thatfurther, that concurrently therewithwith such replacement, (ai) another -------- ------- financial institution which is an Eligible Assignee and is reasonably satisfactory to LiventArcadium and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing Banks, shall agree, as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit Advances of the Affected Person, Person pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including all outstanding LoansAdvances) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 9.07 applicable to assignments and assignments, (bii) the Borrowers shall, on a joint and several basis, Borrower shall pay to such Affected Person in same day funds on the day of such replacement all principal, interest, fees and other amounts then due and owing to such Affected Person by any the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10, 2.11 and costs incurred under Section 3.03 or 9.15 and payments owing under (iii) the Borrower shall pay to the Administrative Agent the processing and recordation fee specified in the Section 9.04(c9.07(a)(iv).

Right to Replace Affected Person or Lender. (a) Replacement by the Company. In the event (i) the Borrowers are Company is required -------------------------- to pay any Taxes with respect to an Affected Person pursuant to Section 2.10 2.12(c) or any amounts with respect to an Affected Person pursuant to Section 3.033.05, (ii) any Borrower or receives a notice from an Affected Person pursuant to Section 3.043.06, or (24) is required to make a payment to any Lender is a Defaulting (which Lender or Non-Consenting Lender (treating such Lender as shall be deemed to be an “"Affected Person” " for purposes of this Section 3.063.08(a)) under Section 9.15, LiventArcadium the --------------- Company may elect, if such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided, provided that, concurrently therewith, (ai) another financial institution which -------- is an Eligible Assignee and is reasonably satisfactory to LiventArcadium the Company and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing Banks, shall agree, as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit of the Affected Person, pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including all outstanding Loans) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 9.07 applicable to assignments (other than clause (a)(iv) thereof), and (bii) the Borrowers shall, on a joint and several basis, Company shall pay to such Affected Person in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by any Borrower the Company hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.102.12, costs incurred under Section 3.03 3.05 or Section 9.15 and payments owing under Section 9.04(c). (b) Replacement by the Letter of Credit Agent or the Issuing Bank. ------------------------------------------------------------- In the event that S&P and Xxxxx'x shall, after the date that any Person becomes a Lender, downgrade the long-term certificate of deposit ratings of such Lender, and the resulting ratings shall be below BBB- and Baa3, respectively, or the equivalent, then each of the Letter of Credit Agent and the Issuing Bank shall in consultation with the Company have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, to replace such Lender with an Eligible Assignee, and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.07 (other than clause (a)(iv) thereof)) all the interests, rights and obligations in respect of its Commitment to an Eligible Assignee; provided, however, that (x) no such assignment shall conflict with any -------- ------- law, rule or regulation or order of any governmental authority and (y) the Letter of Credit Agent, the Issuing Bank or such Eligible Assignee, as the case may be, shall pay to such Lender in same day funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Lender hereunder and all other amounts accrued for such Lender's account or owed to it hereunder. Upon any such termination or assignment, such Lender shall cease to be a party hereto but shall continue to be obligated under Section 8.05 and be entitled to the benefits of Section 9.04, as well as to any fees and other amounts accrued for its account under Sections 2.05, 2.12 or 3.05 and not yet paid.

Right to Replace Affected Person or Lender. (a) Replacement by the U.S. Borrower. In the event (i) the Borrowers are required to pay any Taxes with respect to an Affected Person pursuant to Section 2.10 2.12(c) or any amounts with respect to an Affected Person pursuant to Section 3.033.05, (ii) any the U.S. Borrower receives a notice from an Affected Person pursuant to Section 3.043.06, or (24iii) any Lender is a Defaulting Lender or Non-Consenting Lender (treating such Lender as an “Affected Person” for purposes of this Section 3.063.08), LiventArcadium the U.S. Borrower may elect, if such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided, provided that, concurrently therewith, (ai) another financial institution which is an Eligible Assignee and is reasonably satisfactory to LiventArcadium the U.S. Borrower and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing BanksBanks and the Swing Loan Lender (unless it is the Swing Loan Lender that is being replaced), shall agree, as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit of the Affected Person, pursuant to an Assignment and Acceptance and to become a Lender or the Swing Loan Lender, as the case may be, for all purposes under this Agreement and to assume all obligations (including all outstanding Loans) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 9.07 applicable to assignments and (bii) the Borrowers shall, on a joint and several basis, U.S. Borrower shall pay to such Affected Person in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by any Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.102.12, costs incurred under Section 3.03 3.05 or 9.15 and payments owing under Section 9.04(c).. (b)

Right to Replace Affected Person or Lender. In the event (i) the Borrowers are Company is required to pay any Taxes with respect to an Affected Person pursuant to Section 2.10 2.11(c) or any amounts with respect to an Affected Person pursuant to Section 3.033.04, (ii) any Borrower or receives a notice from an Affected Person pursuant to Section 3.043.05, or (24) is required to make a payment to any Lender is a Defaulting (which Lender or Non-Consenting Lender (treating such Lender as shall be deemed to be an “Affected Person” for purposes of this Section 3.063.07(a)) under Section 9.15, LiventArcadium the Company may elect, if such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided, provided that, concurrently therewith, (ai) another financial institution which is an Eligible Assignee and is reasonably satisfactory to LiventArcadium the Company and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing Banks, shall agree, as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit of the Affected Person, pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including all outstanding Loans) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 9.07 applicable to assignments (other than clause (a)(iv) thereof), and (bii) the Borrowers shall, on a joint and several basis, Company shall pay to such Affected Person in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by any Borrower the Company hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.102.11, costs incurred under Section 3.03 3.04 or Section 9.15 and payments owing under Section 9.04(c).. CREDIT AGREEMENT

Right to Replace Affected Person or Lender. In the event (i) the Borrowers are Borrower is required to pay any Taxes with respect to an Affected Person pursuant to Section 2.10 2.12(d) or any amounts with respect to an Affected Person pursuant to Section 3.033.05, (ii) any the Borrower receives a notice from an Affected Person pursuant to Section 3.043.06, or (24iii) any Lender is a Defaulting Lender or Non-Consenting Lender (treating such Lender as an “Affected Person” for purposes of this Section 3.063.08), LiventArcadium the Borrower may elect, if such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided, provided that, concurrently therewith, (ai) another financial institution which is an Eligible Assignee and is reasonably satisfactory to LiventArcadium the Borrower and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing Banks), shall agree, as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit of the Affected Person, pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including all outstanding Loans) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 9.07 applicable to assignments and (bii) the Borrowers shall, on a joint and several basis, Borrower shall pay to such Affected Person in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by any the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.102.12, costs incurred under Section 3.03 or 9.15 3.05 and payments owing under Section 9.04(c).

Right to Replace Affected Person or Lender. In the ------------------------------------------ event (i) the Borrowers are Company is required to pay any Taxes with respect to an Affected Person pursuant to Section 2.10 2.11(c) or any amounts with respect to an Affected Person pursuant to Section 3.033.04, (ii) any Borrower or receives a notice from an Affected Person pursuant to Section 3.043.05, or (24) is required to make a payment to any Lender is a Defaulting (which Lender or Non-Consenting Lender (treating such Lender as shall be deemed to be an “"Affected Person” " for purposes of this Section 3.06)--------------- 3.07) under Section 9.14, LiventArcadium the Company may elect, if such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided, provided that, concurrently therewith, (ai) another -------- financial institution which is an Eligible Assignee and is reasonably satisfactory to LiventArcadium the Company and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing Banks, shall agree, as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit of the Affected Person, pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including all outstanding Loans) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 9.07 applicable to assignments (other than clause (a)(iv) thereof), and (bii) the Borrowers shall, on a joint and several basis, Company shall pay to such Affected Person in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by any Borrower the Company hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.102.11, costs incurred under Section 3.03 3.04 or 9.15 Section 9.14 and payments owing under Section 9.04(c).

Right to Replace Affected Person or Lender. In the event (i) the Borrowers are required to pay any Taxes with respect to an Affected Person pursuant to Section 2.10 or any amounts with respect to an Affected Person pursuant to Section 3.03, (ii) any Borrower receives a notice from an Affected Person pursuant to Section 3.04, or (24iii) any Lender is a Defaulting Lender or Non-Consenting Lender (treating such Lender as an “Affected Person” for purposes of this Section 3.06), LiventArcadium Livent may elect, if such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided, that, concurrently therewith, (aA) another financial institution which is an Eligible Assignee and is reasonably satisfactory to LiventArcadium Livent and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing Banks, shall agree, as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit of the Affected Person, pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including all outstanding Loans) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 9.07 applicable to assignments and (bB) the Borrowers shall, on a joint and several basis, pay to such Affected Person in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by any Borrower hereunder to and including the date of termination, including payments due such Affected Person under Section 2.10, costs incurred under Section 3.03 or 9.15 and payments owing under Section 9.04(c). SECTION 3.

Right to Replace Affected Person or Lender. (a) Replacement by the U.S. Borrower. In the event (i) the Borrowers are required to pay any Taxes with respect to an Affected Person pursuant to Section 2.10 2.12(b) or (d) or any amounts with respect to an Affected Person pursuant to Section 3.033.05, (ii) any the U.S. Borrower receives a notice from an Affected Person pursuant to Section 3.043.06, or (24iii) any Lender is a Defaulting Lender or Non-Consenting Lender (treating such Lender as an “Affected Person” for purposes of this Section 3.063.08), LiventArcadium the U.S. Borrower may elect, if such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided, provided that, concurrently therewith, (ai) another financial institution which is an Eligible Assignee and is reasonably satisfactory to LiventArcadium the U.S. Borrower and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing BanksBanks and the Swing Loan Lenders (unless it is such Swing Loan Lender that is being replaced), shall agree, as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit of the Affected Person, pursuant to an Assignment and Acceptance and to become a Lender or a Swing Loan Lender, as the case may be, for all purposes under this Agreement and to assume all obligations (including all outstanding Loans) of the Affected Person to be terminated replaced as of such date and to comply with the requirements of Section 9.07 applicable to assignments and (bii) the Borrowers shall, on a joint and several basis, U.S. Borrower shall pay to such Affected Person in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by any Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.102.12, costs incurred under Section 3.03 or 9.15 3.05 and payments owing under Section 9.04(c). (b) Replacement by the Issuing Banks. In the event that S&P and Moody’s shall, after the date that any Person becomes a Lender, downgrade the long-term certificate of FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 74 deposit ratings of such Lender, and the resulting ratings shall be below BBB- and Baa3, respectively, or the equivalent, then the Issuing Banks shall in consultation with the U.S. Borrower have the right, but not the obligation, at their own expense, upon notice to such Lender and the Administrative Agent, to replace such Lender with an Eligible Assignee, and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.07 (other than clause (a)(iv) thereof)) all the interests, rights and obligations in respect of its Commitment to an Eligible Assignee; provided however, that (x) no such assignment shall conflict with any law, rule or regulation or order of any governmental authority and (y) the Issuing Banks or such Eligible Assignee, as the case may be, shall pay to such Lender in same day funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Lender and such Lender’s participation in any Letters of Credit hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder. Upon any such termination or assignment, such Lender shall cease to be a party hereto but shall continue to be obligated under Section 8.05 and be entitled to the benefits of Section 9.04, as well as to any fees and other amounts accrued for its account under Section 2.05, 2.12 or 3.05 and not yet paid.

Right to Replace Affected Person or Lender. In the event (i) the Borrowers are required to pay any Taxes with respect to an Affected Person pursuant to Section 2.10 2.12(c) or any amounts with respect to an Affected Person pursuant to Section 3.033.05, (ii) any TERM LOAN AGREEMENT FMC CORPORATION the U.S. Borrower receives a notice from an Affected Person pursuant to Section 3.043.06, or (24iii) any Lender is a Defaulting Lender or Non-Consenting Lender (treating such Lender as an “Affected Person” for purposes of this Section 3.063.08), LiventArcadium the U.S. Borrower may elect, if such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided, provided that, concurrently therewith, (ai) no Default or Event of Default has occurred and is continuing, (ii) another financial institution which is an Eligible Assignee and is reasonably satisfactory to LiventArcadium the U.S. Borrower and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing Banks), shall agree, as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit of the Affected Person, pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including all outstanding Loans) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 9.07 applicable to assignments (other than clause (a)(iv) thereof), and (biii) the Borrowers shall, on a joint and several basis, U.S. Borrower shall pay to such Affected Person in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by any Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.102.12, costs incurred under Section 3.03 or 9.15 3.05 and payments owing under Section 9.04(c).

Right to Replace Affected Person or Lender. (a) Replacement by the U.S. Borrower. In the event (i) the Borrowers are required to pay any Taxes with respect to an Affected Person pursuant to Section 2.10 2.12(b) or (d) or any amounts with respect to an Affected Person pursuant to Section 3.033.05, (ii) any the U.S. Borrower receives a notice from an Affected Person pursuant to Section 3.043.06, or (24iii) any Lender is a Defaulting Lender or Non-Consenting Lender (treating such Lender as an “Affected Person” for purposes of this Section 3.063.08), LiventArcadium the U.S. Borrower may elect, if such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided, provided that, concurrently therewith, (ai) another financial institution which is an Eligible Assignee and is reasonably satisfactory to LiventArcadium the U.S. Borrower and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing BanksBanks and the Swing Loan Lenders (unless it is such Swing Loan Lender that is being replaced), shall agree, as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit of the Affected Person, pursuant to an Assignment and Acceptance and to become a Lender or a Swing Loan Lender, as the case may be, for all purposes under this Agreement and to assume all obligations (including all outstanding Loans) of the Affected Person to be terminated replaced as of such date and to comply with the requirements of Section 9.07 applicable to assignments and (bii) the Borrowers shall, on a joint and several basis, U.S. Borrower shall pay to such Affected Person in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by any Borrower hereunder to and including the date of termination, including payments due such Affected Person under Section 2.10, costs incurred under Section 3.03 or 9.15 and payments owing under Section 9.04(c).of

Right to Replace Affected Person or Lender. (a) Replacement by the Company. In the event (i) the Borrowers are Company is required -------------------------- to pay any Taxes with respect to an Affected Person pursuant to Section 2.10 2.12(c) or any amounts with respect to an Affected Person pursuant to Section 3.033.05, (ii) any Borrower or receives a notice from an Affected Person pursuant to Section 3.043.06, or (24) is required to make a payment to any Lender is a Defaulting (which Lender or Non-Consenting Lender (treating such Lender as shall be deemed to be an “"Affected Person” " for purposes of this Section 3.06--------------- 3.08(a)) under Section 9.15, LiventArcadium the Company may elect, if such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided, provided that, concurrently -------- therewith, (ai) another financial institution which is an Eligible Assignee and is reasonably satisfactory to LiventArcadium the Company and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing Banks, shall agree, as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit of the Affected Person, pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including all outstanding Loans) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 9.07 applicable to assignments (other than clause (a)(iv) thereof), and (bii) the Borrowers shall, on a joint and several basis, Company shall pay to such Affected Person in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by any Borrower the Company hereunder to and including the date of termination, including without limitation payments due such 61 Affected Person under Section 2.102.12, costs incurred under Section 3.03 3.05 or Section 9.15 and payments owing under Section 9.04(c). (b) Replacement by the Letter of Credit Agent or the Issuing Bank. In ------------------------------------------------------------- the event that S&P and Xxxxx'x shall, after the date that any Person becomes a Lender, downgrade the long-term certificate of deposit ratings of such Lender, and the resulting ratings shall be below BBB-and Baa3, respectively, or the equivalent, then each of the Letter of Credit Agent and the Issuing Bank shall in consultation with the Company have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, to replace such Lender with an Eligible Assignee, and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.07 (other than clause (a)(iv) thereof)) all the interests, rights and obligations in respect of its Commitment to an Eligible Assignee; provided, -------- however, that (x) no such assignment shall conflict with any law, rule or ------- regulation or order of any governmental authority and (y) the Letter of Credit Agent, the Issuing Bank or such Eligible Assignee, as the case may be, shall pay to such Lender in same day funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Lender hereunder and all other amounts accrued for such Lender's account or owed to it hereunder. Upon any such termination or assignment, such Lender shall cease to be a party hereto but shall continue to be obligated under Section 8.05 and be entitled to the benefits of Section 9.04, as well as to any fees and other amounts accrued for its account under Sections 2.05, 2.12 or 3.05 and not yet paid.