Common use of CAM Exchange Clause in Contracts

CAM Exchange. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each U.S. Lender shall immediately be deemed to have acquired participations in the Swingline Loans in an amount equal to such U.S. Lender’s Applicable Percentage of each Swingline Loan outstanding on such date and shall promptly make payment therefor to the U.S. Administrative Agent in accordance with Section 2.04(c), (iii) simultaneously with the automatic conversions pursuant to clause (iv) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have exchanged interests in the Loans (other than the Swingline Loans) and B/As and participations in Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, B/A and Letter of Credit in which it shall participate as of such date (including such Lender’s interest in the Specified Obligations of each Borrower in respect of each such Loan, B/A and Letter of Credit), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and B/As and, a participation in every one of the Swingline Loans and Letters of Credit (including the Specified Obligations of each Borrower in respect of each such Loan and each Reserve Account established pursuant to Section 7.03 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereof, (iv) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, all outstanding Canadian Revolving Loans denominated in Canadian Dollars shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Exchange Rate calculated as of the Business Day immediately preceding the CAM Exchange Date, and on and after such date all such Loans shall constitute ABR Loans payable in U.S. Dollars and (v) immediately upon the date of expiration of the Contract Period in respect thereof, the Specified Obligations in respect of each B/A received in the deemed exchange of interests pursuant to clause (iii) above shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Exchange Rate calculated as of such date, and on and after such date all such Specified Obligations shall be payable in U.S. Dollars and bear interest at the rate applicable to ABR Loans hereunder. It is understood and agreed that Lenders holding interests in B/As on the CAM Exchange Date shall discharge the obligations to fund such B/As at maturity in exchange for the interests acquired by such Lenders in funded Loans in the CAM Exchange. Each Lender and each Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Loan or B/A or any participation in any Swingline Loan or Letter of Credit. Each Borrower agrees from time to time to execute and deliver to the U.S. Administrative Agent all such promissory notes and other instruments and documents as the U.S. Administrative Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the U.S. Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and B/As so executed and delivered; provided, that the failure of either Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

CAM Exchange. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each U.S. Global Tranche Lender shall immediately be deemed to have acquired participations in the Swingline Loans in an amount equal to such U.S. Lender’s Applicable 's Global Tranche Percentage of each Swingline Loan outstanding on such date and shall promptly make payment therefor to the U.S. Administrative Agent in accordance with Section 2.04(c), (iii) simultaneously with the automatic conversions pursuant to clause (iv) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have exchanged interests in the Loans (other than the Swingline Loans) and B/As and participations in Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, B/A and Letter of Credit in which it shall participate as of such date (including such Lender’s 's interest in the Specified Obligations of each Borrower Loan Party in respect of each such Loan, B/A and Letter of Credit), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and B/As and, and a participation in every one of the Swingline Loans and Letters of Credit (including the Specified Obligations of each Borrower Loan Party in respect of each such Loan and each Reserve Account established pursuant to Section 7.03 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s 's CAM Percentage thereof, (iv) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, all outstanding Canadian Revolving the interests in the Loans denominated to be received in Canadian Dollars such deemed exchange shall, automatically and with no further action required, be converted into U.S. Dollarsthe US Dollar Equivalents, determined using the Exchange Rate Rates calculated as of the Business Day immediately preceding the CAM Exchange Datesuch date, of such amounts and on and after such date all amounts accruing and owed to the Lenders in respect of such Loans Obligations shall constitute ABR Loans accrue and be payable in U.S. US Dollars at the rates otherwise applicable hereunder and (v) immediately upon the date of expiration of the Contract Period in respect thereof, the Specified Obligations interests in respect of each B/A received in the deemed exchange of interests pursuant to clause (iii) above shall, automatically and with no further action required, be converted into U.S. Dollarsthe US Dollar Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Lenders in respect of such Specified Obligations shall accrue and be payable in U.S. US Dollars and bear interest at the rate otherwise applicable to ABR Loans hereunder. It is understood and agreed that Lenders holding interests in B/As on the CAM Exchange Date shall discharge the obligations to fund such B/As at maturity in exchange for the interests acquired by such Lenders in funded Loans in the CAM Exchange. Each Lender and each Borrower Loan Party hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person person that acquires a participation in its interests in any Loan or B/A or any participation in any Swingline Loan or Letter of Credit. Each Borrower Loan Party agrees from time to time to execute and deliver to the U.S. Administrative Agent all such promissory notes and other instruments and documents as the U.S. Administrative Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the U.S. Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and B/As so executed and delivered; provided, that the failure of either Borrower any Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

CAM Exchange. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each U.S. Lender shall immediately be deemed to have acquired participations in the Swingline Loans in an amount equal to such U.S. Lender’s Applicable Percentage (as in effect immediately prior to the CAM Exchange) of each Swingline Loan outstanding on such date and shall promptly make payment therefor to the U.S. Administrative Applicable Agent in accordance with Section 2.04(c), (iii) simultaneously with the automatic conversions pursuant to clause (iv) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.049.04) be deemed to have exchanged interests in the Loans (other than the Swingline Loans) and B/As and participations in Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, B/A and Letter of Credit in which it shall participate as of such date (including such Lender’s interest in the Specified Obligations of each Borrower in respect of each such Loan, B/A and Letter of Credit), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and B/As andAs, and a participation in every one of the Swingline Loans and Letters of Credit (including the Specified Obligations of each Borrower in respect of each such Loan and each Reserve Account established pursuant to Section 7.03 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereof, (iv) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, all outstanding Canadian Revolving Loans denominated in Canadian Dollars shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Exchange Rate calculated as of the Business Day immediately preceding the CAM Exchange Date, and on and after such date all such Loans shall constitute ABR Loans payable in U.S. Dollars and (v) immediately upon the date of expiration of the Contract Period in respect thereof, the Specified Obligations in respect of each B/A received in the deemed exchange of interests pursuant to clause (iii) above shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Exchange Rate calculated as of such date, and on and after such date all such Specified Obligations shall be payable in U.S. Dollars and bear interest at the rate applicable to ABR Loans hereunder. It is understood and agreed that Lenders holding interests in B/As on the CAM Exchange Date shall discharge the obligations to fund such B/As at maturity in exchange for the interests acquired by such Lenders in funded Loans in the CAM Exchange. Each Lender and each Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Loan or B/A or any participation in any Swingline Loan or Letter of Credit. Each Borrower agrees from time to time to execute and deliver to the U.S. Administrative Agent all such promissory notes and other instruments and documents as the U.S. Administrative Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the U.S. Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and B/As so executed and delivered; provided, that the failure of either Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.,

CAM Exchange. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each U.S. Lender shall immediately be deemed to have acquired participations in the Swingline Loans in an amount equal to such U.S. Lender’s Applicable Percentage of each Swingline Loan outstanding on such date and shall promptly make payment therefor to the U.S. Administrative Agent in accordance with Section 2.04(c), (iii) simultaneously with the automatic conversions pursuant to clause (iviii) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have exchanged interests in the Loans (other than the Swingline Loans) and B/As and participations in Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, B/A and Letter of Credit in which it shall participate as of such date (including such Lender’s 's interest in the Specified Obligations of each Borrower Loan Party in respect of each such Loan, B/A and Letter of Credit), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and B/As and, and a participation in every one of the Swingline Loans and Letters of Credit (including the Specified Obligations of each Borrower Loan Party in respect of each such Loan and each Reserve Account established pursuant to Section 7.03 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s 's CAM Percentage thereof, (iviii) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, all outstanding Canadian Revolving the interests in the Loans denominated to be received in Canadian Dollars such deemed exchange shall, automatically and with no further action required, be converted into U.S. Dollarsthe US Dollar Equivalents, determined using the Exchange Rate Rates calculated as of the Business Day immediately preceding the CAM Exchange Datesuch date, of such amounts and on and after such date all amounts accruing and owed to the Lenders in respect of such Loans Obligations shall constitute ABR Loans accrue and be payable in U.S. US Dollars at the rates otherwise applicable hereunder and (viv) immediately upon the date of expiration of the Contract Period in respect thereof, the Specified Obligations interests in respect of each B/A received in the deemed exchange of interests pursuant to clause (iii) above shall, automatically and with no further action required, be converted into U.S. Dollarsthe US Dollar Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Lenders in respect of such Specified Obligations shall accrue and be payable in U.S. US Dollars and bear interest at the rate otherwise applicable to ABR Loans hereunder. It is understood and agreed that Lenders holding interests in B/As on the CAM Exchange Date shall discharge the obligations to fund such B/As at maturity in exchange for the interests acquired by such Lenders in funded Loans in the CAM Exchange. Each Lender and each Borrower Loan Party hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person person that acquires a participation in its interests in any Loan or B/A or any participation in any Swingline Loan or Letter of Credit. Each Borrower Loan Party agrees from time to time to execute and deliver to the U.S. Administrative Agent all such promissory notes and other instruments and documents as the U.S. Administrative Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the U.S. Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and B/As so executed and delivered; provided, that the failure of either Borrower any Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

CAM Exchange. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each U.S. Lender shall immediately be deemed to have acquired participations in the Swingline Loans in an amount equal to such U.S. Lender’s 's Applicable Percentage of each Swingline Loan outstanding on such date and shall promptly make payment therefor to the U.S. Administrative Agent in accordance with Section 2.04(c), (iii) simultaneously with the automatic conversions pursuant to clause (iv) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have exchanged interests in the Loans (other than the Swingline Loans) and B/As and participations in Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, B/A and Letter of Credit in which it shall participate as of such date (including such Lender’s 's interest in the Specified Obligations of each Borrower in respect of each such Loan, B/A and Letter of Credit), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and B/As and, a participation in every one of the Swingline Loans and Letters of Credit (including the Specified Obligations of each Borrower in respect of each such Loan and each Reserve Account established pursuant to Section 7.03 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s 's CAM Percentage thereof, (iv) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, all outstanding Canadian Revolving Loans denominated in Canadian Dollars shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Exchange Rate calculated as of the Business Day immediately preceding the CAM Exchange Date, and on and after such date all such Loans shall constitute ABR Loans payable in U.S. Dollars and (v) immediately upon the date of expiration of the Contract Period in respect thereof, the Specified Obligations in respect of each B/A received in the deemed exchange of interests pursuant to clause (iii) above shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Exchange Rate calculated as of such date, and on and after such date all such Specified Obligations shall be payable in U.S. Dollars and bear interest at the rate applicable to ABR Loans hereunder. It is understood and agreed that Lenders holding interests in B/As on the CAM Exchange Date shall discharge the obligations to fund such B/As at maturity in exchange for the interests acquired by such Lenders in funded Loans in the CAM Exchange. Each Lender and each Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Loan or B/A or any participation in any Swingline Loan or Letter of Credit. Each Borrower agrees from time to time to execute and deliver to the U.S. Administrative Agent all such promissory notes and other instruments and documents as the U.S. Administrative Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the U.S. Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and B/As so executed and delivered; provided, that the failure of either Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

CAM Exchange. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.018.1, (ii) each U.S. Lender shall immediately be deemed to have acquired participations in the Swingline Swing Line Loans in an amount equal to such U.S. Lender’s Applicable Percentage Pro Rata share (as in effect immediately prior to the CAM Exchange) of each Swingline Swing Line Loan outstanding on such date and shall promptly make payment therefor to the U.S. Administrative Applicable Agent in accordance with Section 2.04(c2.2(g), (iii) simultaneously with the automatic conversions pursuant to clause (iv) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.0410.6) be deemed to have exchanged interests in the Loans (other than the Swingline Swing Line Loans) and B/As and participations in Swingline Swing Line Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, B/A Loan and Letter of Credit in which it shall participate as of such date (including such Lender’s interest in the Specified Obligations of each Borrower in respect of each such Loan, B/A Loan and Letter of Credit), such Lender shall hold an interest in every one of the Loans (other than the Swingline Swing Line Loans) ), and B/As and, a participation in every one of the Swingline Swing Line Loans and Letters of Credit (including the Specified Obligations of each Borrower in respect of each such Loan and each Reserve Account established pursuant to Section 7.03 belowLoan), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereof, thereof and (iv) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, all outstanding Canadian Revolving Loans denominated in Canadian Dollars Euros, Pounds Sterling or Swiss Francs shall, automatically and with no further action required, be converted into U.S. US Dollars, determined using the Exchange Rate exchange rate calculated as of the Business Day immediately preceding the CAM Exchange Date, and on and after such date all such Loans shall constitute ABR Loans payable in U.S. Dollars and (v) immediately upon the date of expiration of the Contract Period in respect thereof, the Specified Obligations in respect of each B/A received in the deemed exchange of interests pursuant to clause (iii) above shall, automatically and with no further action required, be converted into U.S. US Dollars, determined using the Exchange Rate calculated as of such date, and on and after such date all such Specified Obligations shall be payable in U.S. Dollars and bear interest at the rate applicable to ABR Loans hereunder. It is understood and agreed that Lenders holding interests in B/As on the CAM Exchange Date shall discharge the obligations to fund such B/As at maturity in exchange for the interests acquired by such Lenders in funded Loans in the CAM Exchange. Each Lender and each Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Loan or B/A or any participation in any Swingline Swing Line Loan or Letter of Credit. Each Borrower agrees from time to time to execute and deliver to the U.S. Administrative each Agent all such promissory notes and other instruments and documents as the U.S. Administrative such Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the U.S. Administrative Applicable Agent against delivery of any promissory notes evidencing its interests in the Loans and B/As so executed and delivered; provided, provided that the failure of either any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

CAM Exchange. (ab) On the CAM Exchange Date, Date,(i) (iA) the Canadian Commitments and the U.S. Commitments shall automatically and without further act be terminated as provided terminate in Section 7.01, accordance with Article VIII; (iiB) each U.S. Revolving Lender shall immediately be deemed to have acquired participations fund in the Swingline Dollars its participation in any outstanding Protective Advances and Swing Line Loans in an amount equal to such U.S. Lender’s Applicable Percentage of each Swingline Loan outstanding on such date and shall promptly make payment therefor to the U.S. Administrative Agent in accordance with Section 2.04(c)2.01(c) and Section 2.04 of this Agreement; (C) each Canadian Revolving Lender shall fund in Dollars at par the Dollar Equivalent of its participation in any outstanding Protective Advances in accordance with Section 2.01(c) of this Agreement; (D) each U.S. Revolving Lender shall fund in Dollars its participation in any Unreimbursed Amount, and -223- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6 (iiiE) simultaneously with the automatic conversions pursuant to clause (iv) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have exchanged purchase in Dollars at par interests in the Loans Designated Obligations under each Facility (pro rata in respect of the obligations of the U.S. Borrower and the Canadian Borrower, respectively, in the case of the Canadian Facility) (and shall make payments in Dollars to the Administrative Agent for reallocation to other than Lenders to the Swingline Loansextent necessary to give effect to such purchases) and Bshall assume the obligations to reimburse the applicable L/As and participations in Swingline Loans and Letters of CreditC Issuers for Unreimbursed Amounts such that, such that in lieu of the interest interests of each Lender in each Loan, B/A and Letter of Credit the Designated Obligations under the Facility in which it shall participate as of such date (including such Lender’s interest in the Specified Obligations of each Borrower in respect of each such Loan, B/A and Letter of Credit), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and B/As and, a participation in every one of the Swingline Loans and Letters of Credit (including the Specified Obligations of each Borrower in respect of each such Loan and each Reserve Account established pursuant to Section 7.03 below), whether or not such Lender shall previously have participated therein, equal immediately prior to such Lender’s CAM Percentage thereof, (iv) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, all outstanding Canadian Revolving Loans denominated in Canadian Dollars shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Exchange Rate calculated as of the Business Day immediately preceding the CAM Exchange Date, and on and after such date all Lender shall own an interest equal to such Loans shall constitute ABR Loans payable Xxxxxx’s CAM Percentage in U.S. Dollars and (v) immediately upon the date of expiration each component of the Contract Period in respect thereof, Designated Obligations of the Specified Obligations in respect of each B/A received in Canadian Borrower and the deemed exchange of interests pursuant to clause (iii) above shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Exchange Rate calculated as of such date, and on and after such date all such Specified Obligations shall be payable in U.S. Dollars and bear interest at the rate applicable to ABR Loans hereunder. It is understood and agreed that Lenders holding interests in B/As on the CAM Exchange Date shall discharge the obligations to fund such B/As at maturity in exchange for the interests acquired by such Lenders in funded Loans in Borrower immediately following the CAM Exchange. Each Lender and each Borrower Person acquiring a participation from any Lender as(ii) contemplated by this Section 10.21 hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Loan or B/A or any participation in any Swingline Loan or Letter of Credit. Each Borrower agrees from time to time to execute and deliver to the U.S. Administrative Agent Lenders all such promissory notes and other instruments and documents as the U.S. Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder under this Agreement to the U.S. applicable Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and B/As so executed and delivered; provided, provided that the failure of either Borrower to execute or deliver or of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.. As a result of the CAM Exchange, from and after the CAM Exchange Date, each(iii) payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. In the event that on or after the CAM Exchange Date, the aggregate amount of(iv) the Designated Obligations shall change as a result of the making of a disbursement under a Letter of Credit by an L/C Issuer that is not reimbursed by the applicable Borrower, then each Lender shall promptly reimburse such L/C Issuer in Dollars for its CAM Percentage of such unreimbursed payment in the Dollar Amount thereof. Notwithstanding any other provision of this Section 10.21, the Administrative Agent and each(c) Lender agree that if the Administrative Agent or a Lender is required under applicable law or practice of a Governmental Authority to withhold or deduct any Taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such Taxes or other amounts to the applicable Governmental Authority imposing such Tax without any obligation to indemnify such Administrative Agent or any Lender with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by the Administrative Agent or any Lender subject to such withholding to the Administrative Agent or any other Lender making such withholding and paying over such amounts, but without diminution of the rights of the Administrative Agent or such Lender subject to such withholding as against the Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated, for the purpose of this -224- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6

CAM Exchange. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each U.S. ABT Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.05(c)) participations in the Swingline Loans in an amount equal to such U.S. Lender’s Applicable ABT Percentage of each such Swingline Loan outstanding on such date and shall promptly make payment therefor to the U.S. Administrative Agent in accordance with Section 2.04(c)date, (iii) simultaneously with the automatic conversions pursuant to clause (iv) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have exchanged interests in the Designated Obligations under each Class of Loans (other than and in respect of the LC Disbursements and the Swingline Loans) and B/As and participations in Swingline Loans and Letters of CreditExposures such that, such that in lieu of the interest interests of each Lender in the Designated Obligations under each Loan, B/A Class of Loans and Letter in respect of Credit the LC Disbursements and the Swingline Exposures in which it shall participate as of such date (including such Lender’s the principal, interest in the Specified Obligations and fee obligations of each Borrower in respect of the Loans and LC Disbursements within each such Loan, B/A and Letter of CreditClass), such Lender shall hold own an interest in every one of the Loans (other than the Swingline Loans) and B/As and, a participation in every one of the Swingline Loans and Letters of Credit (including the Specified Obligations of each Borrower in respect of each such Loan and each Reserve Account established pursuant to Section 7.03 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereofin the Designated Obligations under each Class of Loans and in respect of the LC Disbursements and the Swingline Exposures (including the principal, interest and fee obligations of each Borrower in respect of the Loans and LC Disbursements within each such Class), and (iv) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, all outstanding Canadian Revolving the interests in the Loans denominated to be received in Canadian Dollars such deemed exchange shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Exchange Rate calculated as of the Business Day immediately preceding the CAM Exchange Date, and on and after such date all such Loans shall constitute ABR Loans payable in U.S. Dollars and (v) immediately upon the date of expiration of the Contract Period in respect thereof, the Specified Obligations in respect of each B/A received in the deemed exchange of interests pursuant to clause (iii) above shall, automatically and with no further action required, be converted into U.S. DollarsEuro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all such Specified amounts accruing and owed to the Lenders in respect of the Designated Obligations shall accrue and be payable in U.S. Dollars and bear interest Euro at the rate rates otherwise applicable to ABR Loans hereunder. It is understood and agreed that Lenders holding interests in B/As on the CAM Exchange Date shall discharge the obligations to fund such B/As at maturity in exchange for the interests acquired Each Lender, each Person acquiring a participation from any Lender as contemplated by such Lenders in funded Loans in the CAM Exchange. Each Lender Section 9.04, Goodyear and each Borrower hereby consents and agrees to the CAM Exchange. After the CAM Exchange Date, Goodyear, each Borrower, each Issuing Bank and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Loan or B/A or any participation in any Swingline Loan or Letter of Credit. Each Borrower agrees from time to time to execute and deliver to the U.S. Administrative Agent Agents all such promissory notes and other instruments and documents as the U.S. Administrative Agent Agents shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the U.S. Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and B/As so executed and delivered; provided, provided that the failure of either Goodyear, any Borrower or any Issuing Bank to execute or deliver or of any Issuing Bank or Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Credit Document in respect of the Designated Obligations, and each distribution made by the Administrative Agent pursuant to any Security Document in respect of the Designated Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages, but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment of a proportionate part of all an assigning Lender’s rights and obligations in respect of a single Class of Commitments or Loans. Any direct payment received by a Lender on or after the CAM Exchange Date, including by way of set-off, in respect of a Designated Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

CAM Exchange. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each U.S. ABT Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.05(c)) participations in the Swingline Loans in an amount equal to such U.S. Lender’s Applicable ABT Percentage of each such Swingline Loan outstanding on such date and shall promptly make payment therefor to the U.S. Administrative Agent in accordance with Section 2.04(c)date, (iii) simultaneously with the automatic conversions pursuant to clause (iv) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have exchanged interests in the Designated Obligations under each Class of Loans (other than and in respect of the LC Exposures and the Swingline Loans) and B/As and participations in Swingline Loans and Letters of CreditExposures such that, such that in lieu of the interest interests of each Lender in the Designated Obligations under each Loan, B/A Class of Loans and Letter in respect of Credit the LC Exposures and the Swingline Exposures in which it shall participate as of such date (including such Lender’s the principal, interest in the Specified Obligations and fee obligations of each Borrower in respect of the Loans and LC Disbursements within each such Loan, B/A and Letter of CreditClass), such Lender shall hold own an interest in every one of the Loans (other than the Swingline Loans) and B/As and, a participation in every one of the Swingline Loans and Letters of Credit (including the Specified Obligations of each Borrower in respect of each such Loan and each Reserve Account established pursuant to Section 7.03 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereofin the Designated Obligations under each Class of Loans and in respect of the LC Exposures and the Swingline Exposures (including the principal, interest and fee obligations of each Borrower in respect of the Loans and LC Disbursements within each such Class), and (iv) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, all outstanding Canadian Revolving the interests in the Loans denominated to be received in Canadian Dollars such deemed exchange shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Exchange Rate calculated as of the Business Day immediately preceding the CAM Exchange Date, and on and after such date all such Loans shall constitute ABR Loans payable in U.S. Dollars and (v) immediately upon the date of expiration of the Contract Period in respect thereof, the Specified Obligations in respect of each B/A received in the deemed exchange of interests pursuant to clause (iii) above shall, automatically and with no further action required, be converted into U.S. DollarsEuro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all such Specified amounts accruing and owed to the Lenders in respect of the Designated Obligations shall accrue and be payable in U.S. Dollars and bear interest Euro at the rate rates otherwise applicable to ABR Loans hereunder. It is understood and agreed that Lenders holding interests in B/As on the CAM Exchange Date shall discharge the obligations to fund such B/As at maturity in exchange for the interests acquired Each Lender, each Person acquiring a participation from any Lender as contemplated by such Lenders in funded Loans in the CAM Exchange. Each Lender Section 9.04, Goodyear and each Borrower hereby consents and agrees to the CAM Exchange. After the CAM Exchange Date, Goodyear, each Borrower, each Issuing Bank and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Loan or B/A or any participation in any Swingline Loan or Letter of Credit. Each Borrower agrees from time to time to execute and deliver to the U.S. Administrative Agent Agents all such promissory notes and other instruments and documents as the U.S. Administrative Agent Agents shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the U.S. Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and B/As so executed and delivered; provided, provided that the failure of either Goodyear, any Borrower or any Issuing Bank to execute or deliver or of any Issuing Bank or Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Credit Document in respect of the Designated Obligations, and each distribution made by the Administrative Agent pursuant to any Security Document in respect of the Designated Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender on or after the CAM Exchange Date, including by way of set-off, in respect of a Designated Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.