Common use of Interest Rate Determinations Clause in Contracts

Interest Rate Determinations. (a) The Administrative Agent shall give prompt notice to LiventArcadium and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i), (ii) and (iii). (i) Subject to Section 2.16, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan, or (6) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Loan for such Interest Period, then the Administrative Agent shall promptly notify LiventArcadium and each Lender of such circumstances, whereupon the right of LiventArcadium to select EURIBOR Loans for any requested Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If LiventArcadium shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice of Borrowing with respect to such ▇▇▇▇▇▇▇ shall be converted to a Notice of Borrowing for a Base Rate Loan, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no Borrower shall be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium and the Lenders promptly of the end of such suspension, and thereafter LiventArcadium shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR Loans.

Interest Rate Determinations. (a) The Administrative Agent shall give prompt notice to LiventArcadium the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes the purpose of Section 2.06(a)(i), (ii) and (iii)2.07. (ib) Subject If ICE LIBOR is unavailable, then, subject to Section 2.16, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, 2.12(b), (i) the Administrative Agent shall have forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans for such Interest Period, (which determination ii) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan, and (iii) the obligation of the Lenders to make or Continue, or to Convert Loans into, Eurodollar Rate Loans shall be conclusive suspended until the Administrative Agent shall notify the Borrower and binding absent manifest errorthe Lenders that the circumstances causing such suspension no longer exist. (c) that Adjusted Term SOFR for any requested Interest Period If, with respect to a proposed SOFR Loan does any Eurodollar Rate Loans, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Loans will not adequately and fairly reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such LoanInterest Period, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly forthwith so notify the Borrowers Borrower and the Lenders, whereupon; (i) each Lender Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan, and (ii) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and such circumstances. Lenders that the circumstances causing such suspension no longer exist. (d) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Loans. (e) Upon the occurrence and during the continuance of any Event of Default and upon notice thereof by from the Administrative Agent to the Borrowers, any right Borrower at the request of the Borrowers to select SOFR Loans for any requested Revolving Majority Lenders, (x) each Eurodollar Rate Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to will automatically, on the extent last day of the affected SOFR Loans or affected then existing Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such noticePeriod therefor, Convert into a Base Rate Loan and (iy) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent obligation of the affected SOFR Loans Lenders to make, Continue or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Convert Eurodollar Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan, or (6) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Loan for such Interest Period, then the Administrative Agent shall promptly notify LiventArcadium and each Lender of such circumstances, whereupon the right of LiventArcadium to select EURIBOR Loans for any requested Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If LiventArcadium shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice of Borrowing with respect to such ▇▇▇▇▇▇▇ shall be converted to a Notice of Borrowing for a Base Rate Loan, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no Borrower shall be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium and the Lenders promptly of the end of such suspension, and thereafter LiventArcadium shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR Loanssuspended.

Interest Rate Determinations. (a) [Intentionally Deleted]. (b) The Administrative Agent shall give prompt notice to LiventArcadium the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i), (ii2.08(a)(i) and (iiiii). (ic) Subject to Section 2.16, if If prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Eurocurrency Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each the Borrower) that adequate and reasonable means do not exist for determining EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan, or (6ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Eurocurrency Rate Loan for such Interest Period, then the Administrative Agent shall promptly notify LiventArcadium the Borrower and each Lender of such circumstances, whereupon the right of LiventArcadium the Borrower to select EURIBOR Eurocurrency Rate Loans for any requested Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If LiventArcadium the Borrower shall not, in turn, before 11:00 A.M. (New York City time) on such date notify the Administrative Agent that a Notice of Borrowing with respect to such ▇▇▇▇▇▇▇ Eurocurrency Rate shall be converted to a Notice of Borrowing for a Base Rate Loan, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no the Borrower shall not be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium the Borrower and the Lenders promptly of the end of such suspension, and thereafter LiventArcadium the Borrower shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR Eurocurrency Rate Loans.

Interest Rate Determinations. (a) Each Reference Bank agrees, upon the request of the Administrative Agent, to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (subject to the provisions set forth in the definition of “Eurodollar Rate” in Section 1.01 and to clause (c) below). (b) The Administrative Agent shall give prompt notice to LiventArcadium the Borrower and the Lenders of the applicable interest rate rates determined by the Administrative Agent for the purposes of Section 2.06(a)(i), (ii) and (iii)2.07. (ic) Subject to Section 2.16, if prior to 10:00 A.M. If (New York City time1) on any date on which an interest rate is to be determined pursuant fewer than two Reference Banks furnish timely information to the definition of Adjusted Term SOFR, Administrative Agent for determining the Eurodollar Rate for any Interest Period for any Eurodollar Rate Advances and (2) the relevant rates do not appear on Bloomberg Page BBAL, (i) the Administrative Agent shall have forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances for such Interest Period, (which determination ii) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iii) the obligation of the Lenders to make or Continue, or to Convert Advances into, Eurodollar Rate Advances shall be conclusive suspended until the Administrative Agent shall notify the Borrower and binding absent manifest errorthe Lenders that the circumstances causing such suspension no longer exist. (d) that Adjusted Term SOFR for any requested Interest Period If, with respect to a proposed SOFR Loan does any Eurodollar Rate Advances, the Majority Lenders notify the Administrative Agent showing calculations in reasonable detail that the Eurodollar Rate for any Interest Period for such Advances will not adequately and fairly reflect the cost to such Majority Lenders of making, funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base maintaining their respective Eurodollar Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan, or (6) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Loan Advances for such Interest Period, then the Administrative Agent shall promptly forthwith so notify LiventArcadium the Borrower and the Lenders, whereupon: (i) each Lender Eurodollar Rate Advance will automatically, on the last day of such circumstancesthe then existing Interest Period therefor, whereupon Convert into a Base Rate Advance, and (ii) the right obligation of LiventArcadium the Lenders to select EURIBOR Loans for any requested Borrowing (make or for the purposes of Section 2.12Continue, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12to Convert Advances into, any subsequent Conversion or Continuance) Eurodollar Rate Advances shall be suspended until the first date on which Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension cease to no longer exist. . (e) If LiventArcadium shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice of Borrowing with respect to such ▇▇▇▇▇▇▇ shall be converted to a Notice of Borrowing for a Base Rate Loan, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no Borrower shall be liable fail to select the Administrative Agent or duration of any Lender Interest Period for any Eurodollar Rate Advances in accordance with respect thereto except as set forth the provisions contained in the definition of “Interest Period” in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension1.01, the Administrative Agent shall review will forthwith so notify the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium Borrower and the Lenders promptly of the end of and such suspension, and thereafter LiventArcadium shall be entitledAdvances will automatically, on the terms and subject to last day of the conditions set forth hereinthen existing Interest Period therefor, Convert into Base Rate Advances. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to borrow EURIBOR Loansless than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (g) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (x) each Eurodollar Rate Advance shall, on the last day of the then existing Interest Period therefor, be Converted into a Base Rate Advance and (y) the obligation of the Lenders to make or Continue, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determinations. (a) [Intentionally Deleted]. (b) The Administrative Agent shall give prompt notice to LiventArcadium the U.S. Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.08(a)(i), (ii) and (iii). (ic) Subject to Section 2.16, if If prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Eurocurrency Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each the U.S. Borrower) that adequate and reasonable means do not exist for determining EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan, or (6ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Eurocurrency Rate Loan for such Interest Period, then the Administrative Agent shall promptly notify LiventArcadium the U.S. Borrower and each Lender of such circumstances, whereupon the right of LiventArcadium the Borrowers to select EURIBOR Eurocurrency Rate Loans for any requested Revolving Loan Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Revolving Loan Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If LiventArcadium the Borrowers shall not, in turn, before 11:00 A.M. (New York City time) on such date notify the Administrative Agent that a Notice of Revolving Loan Borrowing with respect to such ▇▇▇▇▇▇▇ Eurocurrency Rate shall be converted to a Notice of Revolving Loan Borrowing for a Eurocurrency Rate Loan in a different Currency or a Base Rate Loan, such Notice of Revolving Loan Borrowing shall be deemed to be canceled and of no force or effect, and no the U.S. Borrower shall not be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium the U.S. Borrower and the Lenders promptly of the end of such suspension, and thereafter LiventArcadium the Borrowers shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR LoansEurocurrency Rate Loans and Swing Loans in such Currency. (d) Notwithstanding anything in this Agreement to the contrary, no Lender whose Termination Date falls prior to the last day of any Interest Period for any Eurocurrency Rate Loan (a “Relevant Lender”) shall participate in such Loan. Without limiting the generality of the foregoing, no Relevant Lender shall (i) participate in a Borrowing of any Eurocurrency Rate Loan having an initial Interest Period ending after such Lender’s Termination Date, (ii) have any outstanding Eurocurrency Rate Loan continued for a subsequent Interest Period if such subsequent Interest Period would end after such Lender’s Termination Date or (iii) have any outstanding Base Rate Loan Converted into a Eurocurrency Rate Loan if such Eurocurrency Rate Loan would have an initial Interest Period ending after such Lender’s Termination Date. If any Relevant Lender has outstanding a Eurocurrency Rate Loan that cannot be continued for a subsequent Interest Period pursuant to clause (ii) above or has outstanding a Base Rate Loan that cannot be Converted into a Eurocurrency Rate Loan pursuant to clause (iii) above, such Lender’s

Interest Rate Determinations. (a) [Intentionally Deleted]. (b) The Administrative Agent shall give prompt notice to LiventArcadium the U.S. Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i), (ii2.08(a)(i) and (iiiii). (ic) Subject to Section 2.16, if If prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Eurocurrency Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each the U.S. Borrower) that adequate and reasonable means do not exist for determining EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan, or (6ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Eurocurrency Rate Loan for such Interest Period, then the Administrative Agent shall promptly notify LiventArcadium the U.S. Borrower and each Lender of such circumstances, whereupon the right of LiventArcadium the Borrowers to select EURIBOR Eurocurrency Rate Loans for any requested Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If LiventArcadium the Borrowers shall not, in turn, before 11:00 A.M. (New York City time) on such date notify the Administrative Agent that a Notice of Borrowing with respect to such ▇▇▇▇▇▇▇ Eurocurrency Rate shall be converted to a Notice of Borrowing for a Base Rate Loan, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no the U.S. Borrower shall not be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium the U.S. Borrower TERM LOAN AGREEMENT FMC CORPORATION and the Lenders promptly of the end of such suspension, and thereafter LiventArcadium the Borrowers shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR Eurocurrency Rate Loans.

Interest Rate Determinations. (a) [Intentionally Deleted]. (b) The Administrative Agent shall give prompt notice to LiventArcadium the U.S. Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.08(a)(i), (ii) and (iii). (ic) Subject to Section 2.16, if If prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Eurocurrency Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each the U.S. Borrower) that adequate and reasonable means do not exist for determining EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan, or (6ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Eurocurrency Rate Loan for such Interest Period, then the Administrative Agent shall promptly notify LiventArcadium the U.S. Borrower and each Lender of such circumstances, whereupon the right of LiventArcadium the Borrowers to select EURIBOR Eurocurrency Rate Loans for any requested Revolving Loan Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Revolving Loan Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If LiventArcadium the Borrowers shall not, in turn, before 11:00 A.M. (New York City time) on such date notify the Administrative Agent that a Notice of Revolving Loan Borrowing with respect to such ▇▇▇▇▇▇▇ Eurocurrency Rate shall be converted to a Notice of Revolving Loan Borrowing for a Eurocurrency Rate Loan in a different Currency or a Base Rate Loan, such Notice of Revolving Loan Borrowing shall be deemed to be canceled and of no force or effect, and no the U.S. Borrower shall not be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium the U.S. Borrower and the Lenders promptly of the end of such suspension, and thereafter LiventArcadium the Borrowers shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR LoansEurocurrency Rate Loans and Swing Loans in such Currency. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION (d) Notwithstanding anything in this Agreement to the contrary, no Lender whose Termination Date falls prior to the last day of any Interest Period for any Eurocurrency Rate Loan (a “Relevant Lender”) shall participate in such Loan. Without limiting the generality of the foregoing, no Relevant Lender shall (i) participate in a Borrowing of any Eurocurrency Rate Loan having an initial Interest Period ending after such Lender’s Termination Date, (ii) have any outstanding Eurocurrency Rate Loan continued for a subsequent Interest Period if such subsequent Interest Period would end after such Lender’s Termination Date or (iii) have any outstanding Base Rate Loan Converted into a Eurocurrency Rate Loan if such Eurocurrency Rate Loan would have an initial Interest Period ending after such Lender’s Termination Date. If any Relevant Lender has outstanding a Eurocurrency Rate Loan that cannot be continued for a subsequent Interest Period pursuant to clause (ii) above or has outstanding a Base Rate Loan that cannot be Converted into a Eurocurrency Rate Loan pursuant to clause (iii) above, such Lender’s ratable share of such Eurocurrency Rate Loan (in the case of said clause (ii)) shall be repaid by the relevant Borrower on the last day of its then current Interest Period and such Lender’s ratable share of such Base Rate Loan (in the case of said clause (iii)) shall be repaid by the relevant Borrower on the day on which the Loans of Lenders unaffected by said clause (iii) are so Converted. Subject to the terms and conditions of this Agreement, the Borrowers may fund the repayment of the Relevant Lenders’ ratable shares of such Eurocurrency Rate Loans and Base Rate Loans by borrowing from Lenders hereunder that are not Relevant Lenders.

Interest Rate Determinations. (a) The initial Interest Period for each Loan shall be the Interest Period specified in the applicable Borrowing Request. Upon irrevocable notice to Administrative Agent and each Lender, which may be given by telephone (but must be immediately followed by a request in writing), Borrower may elect subsequent Interest Periods for each Loan, subject to Section 2.14(a). Each such notice (each, an “Interest Election Request”) must be received by each Lender and Administrative Agent not later than Noon two (2) Business Days prior to the proposed effective date of such election. The amount of Loans subject to each Interest Period shall be specified in the Interest Election Request and shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. The Loans of all Lenders shall be allocated ratably among such Interest Periods in effect at any time. (b) Borrower shall have the option to convert, on any Business Day, all or a portion of the outstanding principal amount of Loans (other than Swing Line Loans, which may not be converted pursuant to this Section 2.07(b)) made pursuant to one or more Borrowings of one or more types of Loans into a Borrowing of another type of Loan; provided that (i) except as otherwise provided in Section 2.13, LIBOR Loans may not be converted into Base Rate Loans, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion and (iii) no conversion pursuant to this Section 2.07 shall result in a greater number of Borrowings of LIBOR Loans than is permitted this Section 2.07. Any conversion of Loans pursuant to this Section 2.07(b) shall be in a principal amount of not less than $5,000,000 and whole multiples of $1,000,000. Except as otherwise provided herein, the Interest Period applicable to any Loan may be continued, changed or combined with other Loans only on the last day of an Interest Period for such Loan. There shall not be more than five (5) Interest Periods in effect at any time. (c) If an Interest Election Request with respect to a Loan is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as a Base Rate Loan. (d) Upon receipt by Administrative Agent of a Borrowing Request and upon the request of Borrower, Administrative Agent shall give prompt notice to LiventArcadium and the Lenders Borrower of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i), (ii) and (iii). (i) Subject to Section 2.16, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan, or (6) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Loan for such Interest Period, then the Administrative Agent shall promptly notify LiventArcadium and each Lender of such circumstances, whereupon the right of LiventArcadium to select EURIBOR Loans for any requested Borrowing (or rates for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If LiventArcadium shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice of Borrowing with respect to such ▇▇▇▇▇▇▇ shall be converted to a Notice of Borrowing for a Base Rate Loan, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no Borrower shall be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium and the Lenders promptly of the end of such suspension, and thereafter LiventArcadium shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR Loans2.04.

Interest Rate Determinations. (a) Each Reference Bank agrees, upon the request of the Administrative Agent, to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (subject to the provisions set forth in the definition of “Eurodollar Rate” in Section 1.01 and to clause (c) below). (b) The Administrative Agent shall give prompt notice to LiventArcadium the Borrower and the Lenders of the applicable interest rate rates determined by the Administrative Agent for the purposes of Section 2.06(a)(i), (ii) and (iii)2.07. (i) Subject to Section 2.16, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall have forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances for such Interest Period, (which determination ii) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iii) the obligation of the Lenders to make or Continue, or to Convert Advances into, Eurodollar Rate Advances shall be conclusive suspended until the Administrative Agent shall notify the Borrower and binding absent manifest errorthe Lenders that the circumstances causing such suspension no longer exist. (d) that Adjusted Term SOFR for any requested Interest Period If, with respect to a proposed SOFR Loan does any Eurodollar Rate Advances, the Majority Lenders notify the Administrative Agent showing calculations in reasonable detail that the Eurodollar Rate for any Interest Period for such Advances will not adequately and fairly reflect the cost to such Majority Lenders of making, funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base maintaining their respective Eurodollar Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan, or (6) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Loan Advances for such Interest Period, then the Administrative Agent shall promptly forthwith so notify LiventArcadium the Borrower and the Lenders, whereupon: (i) each Lender Eurodollar Rate Advance will automatically, on the last day of such circumstancesthe then existing Interest Period therefor, whereupon Convert into a Base Rate Advance, and (ii) the right obligation of LiventArcadium the Lenders to select EURIBOR Loans for any requested Borrowing (make or for the purposes of Section 2.12Continue, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12to Convert Advances into, any subsequent Conversion or Continuance) Eurodollar Rate Advances shall be suspended until the first date on which Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension cease to no longer exist. . (e) If LiventArcadium shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice of Borrowing with respect to such ▇▇▇▇▇▇▇ shall be converted to a Notice of Borrowing for a Base Rate Loan, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no Borrower shall be liable fail to select the Administrative Agent or duration of any Lender Interest Period for any Eurodollar Rate Advances in accordance with respect thereto except as set forth the provisions contained in the definition of “Interest Period” in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension1.01, the Administrative Agent shall review will forthwith so notify the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium Borrower and the Lenders promptly of the end of and such suspension, and thereafter LiventArcadium shall be entitledAdvances will automatically, on the terms and subject to last day of the conditions set forth hereinthen existing Interest Period therefor, Convert into Base Rate Advances. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to borrow EURIBOR Loansless than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (g) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (x) each Eurodollar Rate Advance shall, on the last day of the then existing Interest Period therefor, be Converted into a Base Rate Advance and (y) the obligation of the Lenders to make or Continue, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determinations. (a) In the event the LIBOR Screen Rate is not available, each Reference Bank agrees, upon the request of the Administrative Agent, to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (subject to clause (c) below). (b) The Administrative Agent shall give prompt notice to LiventArcadium the Borrower and the Lenders of the applicable interest rate rates determined by the Administrative Agent for the purposes of Section 2.06(a)(i), (ii) and (iii)2.07. (ic) Subject to Section 2.16, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant If fewer than two Reference Banks furnish timely information to the definition of Adjusted Term SOFR, Administrative Agent for determining the Eurodollar Rate for any Interest Period for any Eurodollar Rate Advances, (i) the Administrative Agent shall have forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances for such Interest Period, (which determination ii) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iii) the obligation of the Lenders to make or Continue, or to Convert Advances into, Eurodollar Rate Advances shall be conclusive suspended until the Administrative Agent shall notify the Borrower and binding absent manifest errorthe Lenders that the circumstances causing such suspension no longer exist. (d) If, with respect to any Eurodollar Rate Advances, (1) the Administrative Agent determines that Adjusted Term SOFR (A) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Eurodollar Rate 7552140v7 19897.00013 Advance or (B) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Eurodollar Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR Advance for any requested Interest Period with respect to a proposed EURIBOR LoanEurodollar Rate Advance or in connection with an existing or proposed Base Rate Advance, or (62) the Majority Lenders notify the Administrative Agent shall have received notice from showing calculations in reasonable detail that the Required Lenders in respect of the relevant facility that EURIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed EURIBOR Loan does for such Advances will not adequately and fairly reflect the cost to such Majority Lenders of making, funding such EURIBOR Loan or maintaining their respective Eurodollar Rate Advances for such Interest Period, then the Administrative Agent shall promptly forthwith so notify LiventArcadium the Borrower and the Lenders, whereupon: (i) each Lender Eurodollar Rate Advance will automatically, on the last day of such circumstancesthe then existing Interest Period therefor, whereupon Convert into a Base Rate Advance, (ii) the right obligation of LiventArcadium the Lenders to select EURIBOR Loans for any requested Borrowing (make or for the purposes of Section 2.12Continue, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12to Convert Advances into, any subsequent Conversion or Continuance) Eurodollar Rate Advances shall be suspended until the first date on which Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension cease to no longer exist. If LiventArcadium shall not, and (iii) the utilization of the Eurodollar Rate component in turn, before 11:00 A.M. on such date notify determining the Administrative Agent that a Notice of Borrowing with respect to such ▇▇▇▇▇▇▇ Base Rate shall be converted to a Notice of Borrowing for a Base Rate Loan, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no suspended. (e) If the Borrower shall be liable fail to select the Administrative Agent or duration of any Lender Interest Period for any Eurodollar Rate Advances in accordance with respect thereto except as set forth the provisions contained in the definition of “Interest Period” in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension1.01, the Administrative Agent shall review will forthwith so notify the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium Borrower and the Lenders promptly of the end of and such suspension, and thereafter LiventArcadium shall be entitledAdvances will automatically, on the terms and subject to last day of the conditions set forth hereinthen existing Interest Period therefor, Convert into Eurodollar Rate Advances with a one-month Interest Period. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to borrow EURIBOR Loansless than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (g) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (x) each Eurodollar Rate Advance shall, on the last day of the then existing Interest Period therefor, be Converted into a Base Rate Advance and (y) the obligation of the Lenders to make or Continue, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

Interest Rate Determinations. (a) [Intentionally Deleted]. (b) The Administrative Agent shall give prompt notice to LiventArcadium the U.S. Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.08(a)(i), (ii) and (iii). (ic) Subject to Section 2.162.18, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Eurocurrency Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each the U.S. Borrower) that adequate and reasonable means do not exist for determining EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan, or (6ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Eurocurrency Rate Loan for such Interest Period, then the Administrative Agent shall promptly notify LiventArcadium the U.S. Borrower and each Lender of such circumstances, whereupon the right of LiventArcadium the Borrowers to select EURIBOR Eurocurrency Rate Loans for any requested Revolving Loan Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Revolving Loan Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such (d) Notwithstanding anything in this Agreement to the contrary, no Lender whose Termination Date falls prior to the last day of any Interest Period for any Eurocurrency Rate Loan (a “Relevant Lender”) shall participate in such suspension cease to existLoan. Without limiting the generality of the foregoing, no Relevant Lender shall (i) participate in a Borrowing of any Eurocurrency Rate Loan having an initial Interest Period ending after such Lender’s Termination Date, (ii) have any outstanding Eurocurrency Rate Loan continued for a subsequent Interest Period if such subsequent Interest Period would end after such Lender’s Termination Date or (iii) have any outstanding Base Rate Loan Converted into a Eurocurrency Rate Loan if such Eurocurrency Rate Loan would have an initial Interest Period ending after such Lender’s Termination Date. If LiventArcadium shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent any Relevant Lender has outstanding a Eurocurrency Rate Loan that cannot be continued for a Notice of Borrowing with respect subsequent Interest Period pursuant to such ▇▇▇▇▇▇▇ shall be converted to a Notice of Borrowing for clause (ii) above or has outstanding a Base Rate LoanLoan that cannot be Converted into a Eurocurrency Rate Loan pursuant to clause (iii) above, such Notice Lender’s ratable share of Borrowing such Eurocurrency Rate Loan (in the case of said clause (ii)) shall be deemed to be canceled repaid by the relevant Borrower on the last day of its then current Interest Period and such Lender’s ratable share of no force or effect, and no Borrower such Base Rate Loan (in the case of said clause (iii)) shall be liable repaid by the relevant Borrower on the day on which the Loans of Lenders unaffected by said clause (iii) are so Converted. Subject to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR terms and conditions of this Agreement, the Borrowers may fund the repayment of the Relevant Lenders’ ratable shares of such Eurocurrency Rate Loans will be deemed to have been converted into and Base Rate Loans (in an amount by borrowing from Lenders hereunder that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium and the Lenders promptly of the end of such suspension, and thereafter LiventArcadium shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR Loansare not Relevant Lenders.

Interest Rate Determinations. (a) The Administrative Agent shall give prompt notice to LiventArcadium the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.03(a), (ii) and (iiithe applicable rate, if any, displayed on the relevant Screen or furnished by the Reference Bank, as the case may be, for the purpose of determining the applicable interest rate under Section 2.03(a)(ii). (ib) Subject to Section 2.16, if If prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to (a) the proviso to the definition of Adjusted Term SOFRclause (a) of "Eurocurrency Base Rate" relating to LIBOR Advances, deposits in the relevant Currency are not being offered by the Reference Bank to prime banks in the London interbank market for the applicable Interest Period or in the applicable amounts or (ib) the proviso to the definition of clause (b) of "Eurocurrency Base Rate" relating to EURIBOR Advances, deposits in Euros are not being offered by the Reference Bank to prime banks in the European interbank market for the applicable Interest Period or in the applicable amounts, then, in each case, the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly so notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan, or (6) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Loan for such Interest Period, then the Administrative Agent shall promptly notify LiventArcadium and each Lender Borrower of such circumstances, whereupon the right of LiventArcadium the Borrower to select EURIBOR Loans Eurocurrency Rate Advances in such Currency for any requested Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) Advance or any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) Advance shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If LiventArcadium the Borrower shall not, in turn, before 11:00 A.M. 1:00 P.M. (New York City time) on such date notify the Administrative Agent that a its Notice of Borrowing with respect to such ▇▇▇▇▇▇▇ Eurocurrency Rate shall be converted to a Notice of Borrowing for a Eurocurrency Rate Advance in a different Currency or a Base Rate LoanAdvance, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no the Borrower shall not be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c2.02(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, upon the Administrative Agent's determination that the circumstances causing such suspension no longer exist, the Administrative Agent shall review notify the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium Borrower, the Issuing Bank and the Lenders promptly of the end of such suspension, suspension and thereafter LiventArcadium the Borrower shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR LoansEurocurrency Rate Advances in such Currency.

Interest Rate Determinations. (a) The Administrative Agent shall give prompt notice to LiventArcadium Livent and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i), (ii) and (iiiii). (i) Subject to Section 2.16, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) (iib) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOREurocurrency Rate”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan, or (6ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Eurocurrency Rate Loan for such Interest Period, then the Administrative Agent shall promptly notify LiventArcadium Livent and each Lender of such circumstances, whereupon the right of LiventArcadium Livent to select EURIBOR Eurocurrency Rate Loans for any requested Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If LiventArcadium Livent shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice of Borrowing with respect to such ▇▇▇▇▇▇▇ Eurocurrency Rate shall be converted to a Notice of Borrowing for a Eurocurrency Rate Loan in a different Currency or a Base Rate Loan, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no Borrower shall be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium Livent and the Lenders promptly of the end of such suspension, and thereafter LiventArcadium Livent shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR LoansEurocurrency Rate Loans in such Currency. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to Livent) that the Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Screen Rate or Interpolated Rate for any requested Interest Period, including because the Eurocurrency Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the supervisor for the administrator of the Eurocurrency Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the Eurocurrency Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and Livent may amend this Agreement to replace the Eurocurrency Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of the then current Eurocurrency Rate (any such proposed rate, a “Eurocurrency Successor Rate”), together with any proposed Eurocurrency Successor Rate Conforming Changes and, notwithstanding anything to the contrary in Section 9.01, any such amendment shall become effective at 5:00 P.M. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and Livent unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent notice that such Required Lenders do not accept such amendment. If no Eurocurrency Successor Rate has been determined and the circumstances under clause (i) above exist, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods). Upon receipt of such notice, Livent may revoke any pending request for a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (in the case of Borrowings in Dollars) in the amount specified therein (or Dollar Equivalent thereof, as applicable).

Interest Rate Determinations. (a) The Administrative Agent Lender shall give prompt notice to LiventArcadium and the Lenders Borrower of the applicable interest rate rates determined by it for the Administrative Agent for purposes of Section 2.06(a)(i), (ii) and (iii)2.05. (ib) Subject to Section 2.16If, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR any Loan, the Lender determines that the interest rate for such Loan does will not adequately and fairly reflect the cost to such Lenders the Lender of making, funding such Loanor maintaining the Loans, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent Lender shall promptly so notify the Borrowers Borrower, whereupon the Lender and each Lender of such circumstances. Upon notice thereof by the Administrative Agent Borrower shall negotiate in good faith with a view to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for agreeing upon a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the substitute interest rate on Base Rate basis for the Loans which shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan, or (6) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding the Loans from alternative sources (a "Substitute Basis"), and such EURIBOR Loan for such Interest Period, then the Administrative Agent Substitute Basis shall promptly notify LiventArcadium and each Lender apply in lieu of such circumstances, whereupon interest rate to all Loans made on or after the right of LiventArcadium to select EURIBOR Loans for any requested Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on upon which the circumstances causing such suspension cease to exist. If LiventArcadium shall notLender so notified the Borrower, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice of Borrowing with respect to such ▇▇▇▇▇▇▇ shall be converted to a Notice of Borrowing for a Base Rate Loan, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no Borrower shall be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review until the circumstances giving rise to such suspension at least weekly notice have ceased to apply. If a Substitute Basis is not agreed upon within five days of the delivery of any notice to the Borrower pursuant to this Section 2.07(b), the Borrower may elect to prepay the Loan pursuant to Section 2.08, provided, however, that if the Borrower does not elect so to prepay, the Lender shall determine (and shall notify LiventArcadium and certify from time to time in a certificate delivered by the Lenders promptly Lender setting forth in reasonable detail the basis of the end computation of such suspensionamount, which certification shall be presumptively correct and binding on the Borrower in the absence of manifest error) the rate basis reflecting the cost to the Lender of funding the Loans for any period commencing on or after the date upon which notice was delivered to the Borrower, until the circumstances giving rise to such notice have ceased to apply, and thereafter LiventArcadium such rate basis shall be entitled, on binding upon the terms Borrower and subject to shall apply in lieu of the conditions set forth herein, to borrow EURIBOR LoansEurodollar Rate.

Interest Rate Determinations. (a) The Administrative Agent shall give prompt notice to LiventArcadium Livent and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i), (ii) and (iiiii).. 52 - (i) Subject to Section 2.16, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) (iib) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOREurocurrency Rate”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan, or (6ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Eurocurrency Rate Loan for such Interest Period, then the Administrative Agent shall promptly notify LiventArcadium Livent and each Lender of such circumstances, whereupon the right of LiventArcadium Livent to select EURIBOR Eurocurrency Rate Loans for any requested Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If LiventArcadium Livent shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice of Borrowing with respect to such ▇▇▇▇▇▇▇ Eurocurrency Rate shall be converted to a Notice of Borrowing for a Eurocurrency Rate Loan in a different Currency or a Base Rate Loan, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no Borrower shall be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium Livent and the Lenders promptly of the end of such suspension, and thereafter LiventArcadium Livent shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR Loans.Eurocurrency Rate Loans in such Currency. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to Livent) that the Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Screen Rate or Interpolated Rate for any requested Interest Period, including because the Eurocurrency Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the supervisor for the administrator of the Eurocurrency Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the Eurocurrency Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and Livent may amend this Agreement to replace the Eurocurrency Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of the then current Eurocurrency Rate (any such proposed rate, a “Eurocurrency Successor Rate”), together with any proposed Eurocurrency Successor Rate Conforming Changes and, notwithstanding anything to the contrary in Section 9.01, any such amendment shall become effective at 5:00 P.M. on the fifth 53 -

Interest Rate Determinations. (a) The Administrative Agent shall give prompt notice to LiventArcadium Livent and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i), (ii) and (iii).. (b) (i) Subject to Section 2.16, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the 54 WEIL:\98721861\10\35899.0596 Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) . (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan, or (6ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Loan for such Interest Period, then the Administrative Agent shall promptly notify LiventArcadium Livent and each Lender of such circumstances, whereupon the right of LiventArcadium Livent to select EURIBOR Loans for any requested Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If LiventArcadium Livent shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice of Borrowing with respect to such ▇▇▇▇▇▇▇ EURIBOR shall be converted to a Notice of Borrowing for a Base Rate Loan, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no Borrower shall be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium Livent and the Lenders promptly of the end of such suspension, and thereafter LiventArcadium Livent shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR Loans.

Interest Rate Determinations. (a) [Intentionally Deleted]. (b) The Administrative Agent shall give prompt notice to LiventArcadium the U.S. Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.08(a)(i), (ii) and (iii). (ic) Subject to Section 2.16, if If prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Eurocurrency Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each the U.S. Borrower) that adequate and reasonable means do not exist for determining EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency 38 THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION Rate Loan, or (6ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR the Eurocurrency Rate for any requested Interest Period with respect to a proposed EURIBOR Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Eurocurrency Rate Loan for such Interest Period, then the Administrative Agent shall promptly notify LiventArcadium the U.S. Borrower and each Lender of such circumstances, whereupon the right of LiventArcadium the Borrowers to select EURIBOR Eurocurrency Rate Loans for any requested Revolving Loan Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Revolving Loan Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If LiventArcadium the Borrowers shall not, in turn, before 11:00 A.M. (New York City time) on such date notify the Administrative Agent that a Notice of Revolving Loan Borrowing with respect to such ▇▇▇▇▇▇▇ Eurocurrency Rate shall be converted to a Notice of Revolving Loan Borrowing for a Eurocurrency Rate Loan in a different Currency or a Base Rate Loan, such Notice of Revolving Loan Borrowing shall be deemed to be canceled and of no force or effect, and no the U.S. Borrower shall not be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium the U.S. Borrower and the Lenders promptly of the end of such suspension, and thereafter LiventArcadium the Borrowers shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR LoansEurocurrency Rate Loans and Swing Loans in such Currency. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to the U.S. Borrower) that the Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Screen Rate or Interpolated Rate for any requested Interest Period, including because the Eurocurrency Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the supervisor for the administrator of the Eurocurrency Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the Eurocurrency Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the U.S. Borrower may amend this Agreement to replace the Eurocurrency Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of the then current Eurocurrency Rate (any such proposed rate, a “Eurocurrency Successor Rate”; provided that such Eurocurrency Successor Rate shall not be less than zero), together with any proposed Eurocurrency Successor Rate Conforming Changes and, notwithstanding anything to the contrary in Section 9.01, any such amendment shall become effective at 5:00 P.M. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent notice that such Required Lenders do not accept such amendment. 39 (d) Notwithstanding anything in this Agreement to the contrary, no Lender whose Termination Date falls prior to the last day of any Interest Period for any Eurocurrency Rate Loan (a “Relevant Lender”) shall participate in such Loan. Without limiting the generality of the foregoing, no Relevant Lender shall (i) participate in a Borrowing of any Eurocurrency Rate Loan having an initial Interest Period ending after such Lender’s Termination Date, (ii) have any outstanding Eurocurrency Rate Loan continued for a subsequent Interest Period if such subsequent Interest Period would end after such Lender’s Termination Date or (iii) have any outstanding Base Rate Loan Converted into a Eurocurrency Rate Loan if such Eurocurrency Rate Loan would have an initial Interest Period ending after such Lender’s Termination Date. If any Relevant Lender has outstanding a Eurocurrency Rate Loan that cannot be continued for a subsequent Interest Period pursuant to clause (ii) above or has outstanding a Base Rate Loan that cannot be Converted into a Eurocurrency Rate Loan pursuant to clause (iii) above, such Lender’s ratable share of such Eurocurrency Rate Loan (in the case of said clause (ii)) shall be repaid by the relevant Borrower on the last day of its then current Interest Period and such Lender’s ratable share of such Base Rate Loan (in the case of said clause (iii)) shall be repaid by the relevant Borrower on the day on which the Loans of Lenders unaffected by said clause (iii) are so Converted. Subject to the terms and conditions of this Agreement, the Borrowers may fund the repayment of the Relevant Lenders’ ratable shares of such Eurocurrency Rate Loans and Base Rate Loans by borrowing from Lenders hereunder that are not Relevant Lenders.

Interest Rate Determinations. Changes in Rating ----------------------------------------------- Systems. ------- (a) If the second sentence of the definition of "Eurodollar Rate" in Section 1.01 is applicable, each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (subject to clause (c) below). (b) The Administrative Agent shall give prompt notice to LiventArcadium the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes the purpose of Section 2.06(a)(i)2.07 and the applicable rate, (ii) and (iiiif any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.07(a)(ii). (ic) Subject to Section 2.16, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to If the second sentence of the definition of Adjusted Term SOFR, "Eurodollar Rate" in Section 1.01 is applicable and fewer than two Reference Banks furnish timely information to the Administrative Agent for determining the Eurodollar Rate for any Interest Period for any Eurodollar Rate Advances, (i) the Administrative Agent shall have forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances for such Interest Period, Credit Agreement ---------------- (which determination ii) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iii) the obligation of the Lenders to make or Continue, or to Convert A Advances into, Eurodollar Rate Advances shall be conclusive suspended until the Administrative Agent shall notify the Borrower and binding absent manifest errorthe Lenders that the circumstances causing such suspension no longer exist. (d) that Adjusted Term SOFR for any requested Interest Period If, with respect to a proposed SOFR Loan does any Eurodollar Rate Advances, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately and fairly reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such LoanInterest Period, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Lender Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make or Continue, or to Convert A Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and such circumstances. Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any A Borrowing shall be reduced, by prepayment or otherwise, to less than $5,000,000, such A Advances shall automatically Convert into Base Rate Advances. (g) Upon the occurrence and during the continuance of any Event of Default and upon notice thereof by from the Administrative Agent to the Borrowers, any right Borrower at the request of the Borrowers Majority Lenders, (x) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) the obligation of the Lenders to select SOFR Loans for any requested Revolving Loan Borrowing make or any subsequent Revolving Loan Borrowing Continue, or to Convert Advances into, Eurodollar Rate Advances shall be suspended suspended. Credit Agreement ---------------- (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) (iih) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition rating system of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan, or (6) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Loan for such Interest Period, then the Administrative Agent shall promptly notify LiventArcadium and each Lender of such circumstances, whereupon the right of LiventArcadium to select EURIBOR Loans for any requested Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If LiventArcadium shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice of Borrowing with respect to such either ▇▇▇▇▇▇'▇ or S&P shall be converted to a Notice of Borrowing for a Base Rate Loanchange, or if either such Notice of Borrowing rating agency shall be deemed cease to be canceled in the business of rating corporate debt obligations, the Borrower and of no force or effect, and no Borrower shall be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end on behalf of the applicable Interest Period. In Lenders) shall negotiate in good faith to amend the event references to specific ratings in this Agreement to reflect such changed rating system or the non- availability of ratings from such a suspension, the Administrative Agent shall review the circumstances giving rise rating agency (provided that any such -------- amendment to such suspension at least weekly and specific ratings shall notify LiventArcadium and in no event be effective without the Lenders promptly approval of the end of such suspension, and thereafter LiventArcadium shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR LoansMajority Lenders).

Interest Rate Determinations. (a) Each Reference Bank agrees, upon the request of the Administrative Agent, to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (subject to the provisions set forth in the definition of “Eurodollar Rate” in Section 1.01 and to clause (c) below). (b) The Administrative Agent shall give prompt notice to LiventArcadium the Borrower and the Lenders of the applicable interest rate rates determined by the Administrative Agent for the purposes of Section 2.06(a)(i), (ii) and (iii)2.06. (ic) Subject to Section 2.16If (1) the relevant rates do not appear on Telerate Page 3750, if prior to 10:00 A.M. (New York City time2) the relevant rates do not appear on any date on which an interest rate is to be determined pursuant ▇▇▇▇▇▇ Page LIBO and (3) fewer than two Reference Banks furnish timely information to the definition of Adjusted Term SOFR, Administrative Agent for determining the Eurodollar Rate for any Interest Period for any Eurodollar Rate Advances, (i) the Administrative Agent shall have forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances for such Interest Period, (which determination ii) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iii) the obligation of the Lenders to make or Continue, or to Convert Advances into, Eurodollar Rate Advances shall be conclusive suspended until the Administrative Agent shall notify the Borrower and binding absent manifest errorthe Lenders that the circumstances causing such suspension no longer exist. (d) that Adjusted Term SOFR for any requested Interest Period If, with respect to a proposed SOFR Loan does any Eurodollar Rate Advances, the Majority Lenders notify the Administrative Agent showing calculations in reasonable detail that the Eurodollar Rate for any Interest Period for such Advances will not adequately and fairly reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such LoanInterest Period, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly forthwith so notify the Borrowers Borrower and the Lenders, whereupon: (i) each Lender of such circumstances. Upon notice thereof by Eurodollar Rate Advance will automatically, on the Administrative Agent to the Borrowers, any right last day of the Borrowers then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to select SOFR Loans for any requested Revolving Loan Borrowing make or any subsequent Revolving Loan Borrowing Continue, or to Convert Advances into, Eurodollar Rate Advances shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes shall notify the Borrower and such notice. Upon receipt Lenders that the circumstances causing such suspension no longer exist. (e) If the Borrower shall fail to select the duration of such notice, (i) any Interest Period for any Eurodollar Rate Advances in accordance with the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation provisions contained in the definition of SOFR Loans (to the extent of the affected SOFR Loans or affected “Interest Periods) or, failing thatPeriod” in Section 1.01, the Borrowers Administrative Agent will forthwith so notify the Borrower and the Lenders and the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which selected an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan, or (6) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Loan for such Interest Period, then Eurodollar Rate Advances of one month. (f) On the Administrative Agent shall promptly notify LiventArcadium and each Lender of such circumstances, whereupon the right of LiventArcadium to select EURIBOR Loans for any requested Borrowing (or for the purposes of Section 2.12, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If LiventArcadium shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing with respect to such ▇▇▇▇▇▇▇ shall be converted reduced, by payment or prepayment or otherwise, to a Notice less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (g) Upon the occurrence and during the continuance of Borrowing for any Event of Default, (x) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate LoanAdvance and (y) the obligation of the Lenders to make or Continue, such Notice of Borrowing or to Convert Advances into, Eurodollar Rate Advances shall be deemed to be canceled and of no force or effect, and no Borrower shall be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium and the Lenders promptly of the end of such suspension, and thereafter LiventArcadium shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR Loanssuspended.

Interest Rate Determinations. (a) In the event the LIBOR Screen Rate is not available, each Reference Bank agrees, upon the request of the Administrative Agent, to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (subject to clause (c) below). (b) The Administrative Agent shall give prompt notice to LiventArcadium the Borrower and the Lenders of the applicable interest rate rates determined by the Administrative Agent for the purposes of Section 2.06(a)(i), (ii) and (iii)2.07. (ic) Subject to Section 2.16, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant If fewer than two Reference Banks furnish timely information to the definition of Adjusted Term SOFR, Administrative Agent for determining the Eurodollar Rate for any Interest Period for any Eurodollar Rate Advances, (i) the Administrative Agent shall have forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances for such Interest Period, (which determination ii) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iii) the obligation of the Lenders to make or Continue, or to Convert Advances into, Eurodollar Rate Advances shall be conclusive suspended until the Administrative Agent shall notify the Borrower and binding absent manifest errorthe Lenders that the circumstances causing such suspension no longer exist. (d) Unless and until a Benchmark Replacement Rate is implemented in accordance with clause (e) below, if, with respect to any Eurodollar Rate Advances, (1) the Administrative Agent determines that Adjusted Term SOFR (A) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Eurodollar Rate Advance or (B) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a 733301099 15483412 proposed Eurodollar Rate Advance for any requested Interest Period with respect to a proposed SOFR Loan does Eurodollar Rate Advance or in connection with an existing or proposed Base Rate Advance, or (2) the Majority Lenders notify the Administrative Agent showing calculations in reasonable detail that the Eurodollar Rate for any Interest Period for such Advances will not adequately and fairly reflect the cost to such Majority Lenders of making, funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base maintaining their respective Eurodollar Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan, or (6) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Loan Advances for such Interest Period, then the Administrative Agent shall promptly forthwith so notify LiventArcadium the Borrower and the Lenders, whereupon: (i) each Lender Eurodollar Rate Advance will automatically, on the last day of such circumstancesthe then existing Interest Period therefor, whereupon Convert into a Base Rate Advance, (ii) the right obligation of LiventArcadium the Lenders to select EURIBOR Loans for any requested Borrowing (make or for the purposes of Section 2.12Continue, any requested Conversion or Continuance) or any subsequent Borrowing (or for the purposes of Section 2.12to Convert Advances into, any subsequent Conversion or Continuance) Eurodollar Rate Advances shall be suspended until the first date on which Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension cease to no longer exist. If LiventArcadium shall not, and (iii) the utilization of the Eurodollar Rate component in turn, before 11:00 A.M. on such date notify determining the Administrative Agent that a Notice of Borrowing with respect to such ▇▇▇▇▇▇▇ Base Rate shall be converted to a Notice suspended. (e) Effect of Borrowing for a Base Rate Loan, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no Borrower shall be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will be deemed to have been converted into Base Rate Loans (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify LiventArcadium and the Lenders promptly of the end of such suspension, and thereafter LiventArcadium shall be entitled, on the terms and subject to the conditions set forth herein, to borrow EURIBOR LoansBenchmark Transition Event.