Common use of CAM Exchange Clause in Contracts

CAM Exchange. (a) On the CAM Exchange Date, (i) the Banks shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that, in lieu of the interests of each Bank in the Designated Obligations under each Loan in which it shall participate as of such date, such Bank shall own an interest equal to such Bank’s CAM Percentage in the Designated Obligations under each of the Loans and (ii) simultaneously with the deemed exchange of interests pursuant to clause (i) above, the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Base Currency, determined using the rate of exchange as set forth in Section 2.16(i)(i)(B) calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Banks in respect of such Designated Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder. Each Bank, each Person acquiring a participation from any Bank as contemplated by Section 10.7 and each Borrower hereby consents and agrees to the CAM Exchange. Each of the Borrowers and the Banks agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Banks after giving effect to the CAM Exchange, and each Bank agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Bank 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, to the extent not prohibited by applicable law, all Loans outstanding in any currency other than Dollars shall be converted to Dollars (icalculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) and shall be ABR Loans, and (ii) the Banks Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations Classes (other than Competitive Loans) such that, in lieu of the interests of each Bank Lender in the Designated Obligations under each Loan Class in which it shall participate as of such date, date (including such Bank shall own an Lender’s interest equal to such Bank’s CAM Percentage in the Designated Obligations under of each Borrower in respect of each such Class), such Lender shall hold an interest in every one of the Loans and Classes (ii) simultaneously with the deemed exchange of interests pursuant to clause (i) above, the interests in including the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Base Currency, determined using the rate of exchange as set forth in Section 2.16(i)(i)(B) calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Banks each Borrower in respect of each such Designated Obligations Class but excluding Competitive Loans and participations in undrawn Letters of Credit), whether or not such Lender shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunderpreviously have participated therein, equal to such Lender’s CAM Percentage thereof. Each BankLender, each Person acquiring a participation from any Bank as contemplated by Section 10.7 the Company and each other Borrower hereby consents and agrees to the CAM Exchange, and each Lender hereby 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 Class. Each of the Borrowers The Company and the Banks each other Borrower and each Lender agrees from time to time to execute and deliver to the General Administrative Agent all such promissory notes and other instruments and documents as the General Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Banks Lenders after giving effect to the CAM Exchange, and each Bank Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the General Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Company or any other Borrower to execute or deliver or of any Bank 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 Banks shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that, in lieu of the interests of each Bank in the Designated Obligations under each Loan in which it shall participate as of such date, such Bank shall own an interest equal to such Bank’s CAM Percentage in the Designated Obligations under each of the Loans and (ii) simultaneously with the deemed exchange of interests pursuant to clause (i) above, the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Base Currency, determined using the rate of exchange as set forth in Section 2.16(i)(i)(B) calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Banks in respect of such Designated Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunderLoans. Each Bank, each Person acquiring a participation from any Bank as contemplated by Section 10.7 10.6 and each Borrower hereby consents and agrees to the CAM Exchange. Each of the Borrowers and the Banks agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Banks after giving effect to the CAM Exchange, and each Bank agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Bank 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, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Credit Document in respect of the Designated Obligations shall be distributed to the Bank pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment). Any direct payment received by a Bank upon or after the CAM Exchange Date, including by way of setoff, in respect of a Designated Obligation shall be paid over to the Administrative Agent for distribution to the Banks in accordance herewith.

CAM Exchange. (a) On the CAM Exchange Date, (i) the Banks Commitments shall automatically and without further act be terminated as provided in Section 7.01 and (ii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations under each Class of Loans such that, in lieu of the interests of each Bank Lender in the Designated Obligations under each Loan Class of Loans in which it shall participate as of such datedate (including the principal, interest and fee obligations of each Borrower in respect of the Loans within each such Class), such Bank Lender shall own an interest equal to such Bank’s Lender's CAM Percentage in the Designated Obligations under each such Class of Loans (including the principal, interest and fee obligations of each Borrower in respect of the Loans and (ii) simultaneously with the deemed exchange of interests pursuant to clause (i) above, the interests in the Designated Obligations to be received in within each such deemed exchange shall, automatically and with no further action required, be converted into the Base Currency, determined using the rate of exchange as set forth in Section 2.16(i)(i)(B) calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Banks in respect of such Designated Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunderClass). Each BankLender, each Person person acquiring a participation from any Bank Lender as contemplated by Section 10.7 9.04, Goodyear and each Borrower hereby consents and agrees to the CAM Exchange. Each of After the Borrowers CAM Exchange Date, Goodyear, each Borrower and the Banks each Lender agrees from time to time to execute and deliver to the Administrative Agent Agents all such promissory notes and other instruments and documents as the Administrative Agent Agents shall reasonably request to evidence and confirm the respective interests and obligations of the Banks Lenders after giving effect to the CAM Exchange, and each Bank Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Goodyear or any Borrower to execute or deliver or of any Bank 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 Banks Commitments shall automatically and without further act be terminated as provided in Section 7.01 and (ii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that, in lieu of the interests of each Bank Lender in the particular Designated Obligations under each Loan in which that it shall participate own as of such datedate and prior to the CAM Exchange, such Bank Lender shall own an interest equal to such BankLender’s CAM Percentage in all the Designated Obligations under each of the Loans and (ii) simultaneously with the deemed exchange of interests pursuant to clause (i) above, the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Base Currency, determined using the rate of exchange as set forth in Section 2.16(i)(i)(B) calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Banks in respect of such Designated Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunderObligations. Each Bank, Lender and each Person personPerson acquiring a participation from any Bank Lender as contemplated by Section 10.7 and each Borrower 9.04 hereby consents and agrees to the CAM Exchange. Each of the Borrowers and the Banks Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Banks Lenders after giving effect to the CAM Exchange, and each Bank Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and deliveredAgent; provided that the failure of any Borrower to execute or deliver or of any Bank to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. It is acknowledged and agreed that the foregoing provisions of this Section 7.02(a) and Sections 7.02(b) and (c) reflect an agreement entered into solely among the Lenders (and not any Borrower or other Loan Party) and the consent of any Borrower or any other Loan Party shall not be required to give effect to the CAM Exchange or with respect to any action taken by the Lenders or the Administrative Agent pursuant to such provisions.

CAM Exchange. (a) On the CAM Exchange Date, (i) the Banks Revolving Credit Commitments shall automatically and without further act be terminated in accordance with Section 8.02 of the Credit Agreement and (ii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that, in lieu of the interests of each Bank Lender in the Designated Obligations under each Loan in which it shall participate as of such dateObligations, such Bank Lender shall own an interest equal to such BankLender’s CAM Percentage in the Designated Obligations under each of the Loans and (iiiii) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Base CurrencyDollar Amount, determined using the rate of exchange as set forth in Section 2.16(i)(i)(B) Spot Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Banks Lenders in respect of such Designated Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder. Each BankLender, each Person person acquiring a participation from any Bank Lender as contemplated by Section 10.7 and each Borrower 10.07 of the Credit Agreement hereby consents and agrees to the CAM Exchange. Each of the Borrowers and the Banks Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Banks Lenders after giving effect to the CAM Exchange, and each Bank Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder under the Credit Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower Lender to execute or execute, deliver or of any Bank 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 Banks shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that, in lieu of the interests of each Bank in the Designated Obligations under each Term Loan in which it shall participate as of such date, such Bank shall own an interest equal to such Bank’s CAM Percentage in the Designated Obligations under each of the Term Loans and (ii) simultaneously with the deemed exchange of interests pursuant to clause (i) above, the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Base Currency, determined using the rate of exchange as set forth in Section 2.16(i)(i)(B2.16(i)(B) calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Banks in respect of such Designated Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder. Each Bank, each Person acquiring a participation from any Bank as contemplated by Section 10.7 10.6 and each Borrower hereby consents and agrees to the CAM Exchange. Each of the Borrowers and the Banks agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Banks after giving effect to the CAM Exchange, and each Bank agrees to surrender any promissory notes originally received by it in connection with its Term Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Bank 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, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Credit Document in respect of the Designated Obligations shall be distributed to the Bank pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment). Any direct payment received by a Bank upon or after the CAM Exchange Date, including by way of setoff, in respect of a Designated Obligation shall be paid over to the Administrative Agent for distribution to the Banks in accordance herewith.