Common use of ▇▇▇▇▇▇▇ and Assignment Clause in Contracts

▇▇▇▇▇▇▇ and Assignment. The Joinder Parties and the Administrative Agent, for the benefit of the Consenting Lenders, hereby agree as follows: (a) Each of the Joinder Parties hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such Joinder Party will become a Loan Party under the Amended Credit Agreement and a “Guarantor” for all purposes of the Amended Credit Agreement and shall have all of the obligations of a Loan Party and a Guarantor thereunder as if it had executed the Amended Credit Agreement. Each Joinder Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Amended Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article V of the Amended Credit Agreement, (b) all of the covenants set forth in Articles VI of the Amended Credit Agreement and (c) all of the guarantee obligations set forth in Article X of the Amended Credit Agreement. Without limiting the generality of the foregoing terms of this Section 2, each Joinder Party hereby guarantees, jointly and severally with the other Guarantors, to the Administrative Agent and the Consenting Lenders, as provided in Article X of the Amended Credit Agreement, the prompt payment and performance of the Guarantied Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guarantied Obligations are not paid or performed in full when due (whether at stated maturity, by acceleration or otherwise), such Joinder Party will, jointly and severally together with the other Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guarantied Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) Each of Arcadium, IntermediateCo and ▇▇▇▇▇ is, simultaneously with the execution of this Amendment, executing and delivering such Collateral Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Amended Credit Agreement, including but not limited to (i) the Second Amended and Restated Security Agreement and (ii) a Perfection Certificate Supplement. (c) The addresses of each Joinder Party for purposes of Section 9.02 of the Credit Agreement are as follows: Arcadium ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇. Philadelphia, PA 19103 IntermediateCo Suite 12, Gateway Hub, ▇▇▇▇▇▇▇ Airport House, ▇▇▇▇▇▇▇, Co. ▇▇▇▇▇ V14 E370 ▇▇▇▇▇ Suite 12, Gateway Hub, ▇▇▇▇▇▇▇ Airport House, ▇▇▇▇▇▇▇, Co. ▇▇▇▇▇ V14 E370 (d) Livent hereby assigns, and Arcadium hereby assumes, all of Livent’s obligations under Section 9.17 of the Existing Credit Agreement. The Consenting Lenders, constituting (after the application of Section 5 below) all of the lenders under the Existing Credit Agreement, hereby consents to the assignment and assumption set forth in the immediately preceding sentence.