Common use of Implementation of DAM Clause in Contracts

Implementation of DAM. (a) On the DAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article 8, (ii) the Lenders shall automatically and without further action (and without regard to the provisions of Section 11.06) be deemed to have exchanged interests in their respective Term Loans, Revolving Credit Loans and Incremental Revolving Loans, such that in lieu of the interest of each Lender in each Term Loan, Revolving Credit Loan and Incremental Revolving Loan which it shall hold as of such date (including such Xxxxxx’s interest in the Obligations of each Loan Party in respect of each such Term Loan, Revolving Credit Loan or Incremental Revolving Loan, as applicable), such Lender shall hold an interest in every one of the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, including the Obligations of each Loan Party in respect of each such Term Loan, Revolving Credit Loan and Incremental Revolving Loan, whether or not such Lender shall previously have held any interest therein, equal to such Lender’s DAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, in the case of any DAM Dollar Lender that has prior to the date thereof notified the Administrative Agent and Holdings in writing that it has elected to have this clause (iii) apply to it, the interests in the Term Loans, Revolving Credit Loans or Incremental Revolving Loans to be received by such DAM Dollar Lender in such deemed exchange shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Spot Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to such DAM Dollar Lender in respect of such Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder; provided that such DAM Exchange will not affect the aggregate amount of the Obligations of any Borrower to any Lender under the Loan Documents. Each Lender hereby consents and agrees to the DAM Exchange and agrees that the DAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Term Loan, Revolving Credit Loan or Incremental Revolving Loan. Each Lender agrees to surrender any promissory notes originally received by it in connection with its Term Loans, Revolving Credit Loans or Incremental Revolving Loans, as applicable, to the Administrative Agent against delivery of new promissory notes evidencing its interests in the Revolving Credit Loans, Term A Loans and Term B Loans after giving effect to the DAM Exchange. (b) As a result of the DAM Exchange, upon and after the DAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Obligations of the Borrowers with respect to the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, and each distribution made by the Administrative Agent pursuant to any Collateral Document in respect of such Obligations, shall be distributed in accordance with Article V of the U.S. Obligations Guaranty (after giving effect to the DAM Exchange). Any direct payment received by any such Lender upon or after the DAM Exchange Date, including by way of set-off, in respect of such Obligations shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of DAM. (a) On the DAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article 8, (ii) the Lenders shall automatically and without further action (and without regard to the provisions of Section 11.06) be deemed to have exchanged interests in their respective Term Loans, Revolving Credit Loans and Incremental Revolving Loans, such that in lieu of the interest of each Lender in each Term Loan, Revolving Credit Loan and Incremental Revolving Loan which it shall hold as of such date (including such XxxxxxLender’s interest in the Obligations of each Loan Party in respect of each such Term Loan, Revolving Credit Loan or Incremental Revolving Loan, as applicable), such Lender shall hold an interest in every one of the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, including the Obligations of each Loan Party in respect of each such Term Loan, Revolving Credit Loan and Incremental Revolving Loan, whether or not such Lender shall previously have held any interest therein, equal to such Lender’s DAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, in the case of any DAM Dollar Lender that has prior to the date thereof notified the Applicable Administrative Agent and Holdings in writing that it has elected to have this clause (iii) apply to it, the interests in the Term Loans, Revolving Credit Loans or Incremental Revolving Loans to be received by such DAM Dollar Lender in such deemed exchange shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Spot Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to such DAM Dollar Lender in respect of such Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder; provided that such DAM Exchange will not affect the aggregate amount of the Obligations of any Borrower to any Lender under the Loan Documents. Each Lender hereby consents and agrees to the DAM Exchange and agrees that the DAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Term Loan, Revolving Credit Loan or Incremental Revolving Loan. Each Lender agrees to surrender any promissory notes originally received by it in connection with its Term Loans, Revolving Credit Loans or Incremental Revolving Loans, as applicable, to the Applicable Administrative Agent against delivery of new promissory notes evidencing its interests in the Revolving Credit Loans, Term A Loans and Term B Loans after giving effect to the DAM Exchange. (b) As a result of the DAM Exchange, upon and after the DAM Exchange Date, each payment received by the Applicable Administrative Agent pursuant to any Loan Document in respect of the Obligations of the Borrowers with respect to the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, and each distribution made by the Applicable Administrative Agent pursuant to any Collateral Document in respect of such Obligations, shall be distributed in accordance with Article V of the U.S. Obligations Guaranty (after giving effect to the DAM Exchange). Any direct payment received by any such Lender upon or after the DAM Exchange Date, including by way of set-off, in respect of such Obligations shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of DAM. 128 (a) On the DAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article 8Section 8 of the Agreement, (ii) the Lenders shall automatically and without further action (and without regard to the provisions of Section 11.069.1 of the Agreement) be deemed to have exchanged interests in their respective Term Loans, Revolving Credit the Loans and Incremental Revolving Loans, such that in lieu of the interest of each Lender in each Term Loan, Revolving Credit Loan and Incremental Revolving Loan in which it shall hold participate as of such date (including such XxxxxxLender’s interest in the Obligations of each Loan Credit Party in respect of each such Term Loan, Revolving Credit Loan or Incremental Revolving Loan, as applicable), such Lender shall hold an interest in every one of the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, including the Obligations of each Loan Credit Party in respect of each such Term Loan, Revolving Credit Loan and Incremental Revolving Loan, whether or not such Lender shall previously have held any interest participated therein, equal to such Lender’s DAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, in the case of any DAM Dollar Lender that has prior to the date thereof notified the Administrative Agent and Holdings U.S. Borrower in writing that it has elected to have this clause (iii) apply to it, the interests in the Term Loans, Revolving Credit Loans or Incremental Revolving Loans to be received by such DAM Dollar Lender in such deemed exchange shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Administrative Agent’s Spot Rate of Exchange calculated as of such date, of such amount and on and after such date all amounts accruing and owed to such DAM Dollar Lender in respect of such Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder; , provided that such DAM Exchange will not affect the aggregate amount of the Obligations of any Borrower Borrowers to any Lender the Lenders under the Loan Documents. Each Lender hereby consents and agrees to the DAM Exchange and agrees that the DAM Exchange shall be binding upon its successors and assigns and any Person person that acquires a participation in its interests in any Term Loan, Revolving Credit Loan or Incremental Revolving Loan. Each Lender agrees to surrender any promissory notes originally received by it in connection with its Term Loans, Revolving Credit Loans or Incremental Revolving Loans, as applicable, to the Administrative Agent against delivery of new promissory notes evidencing its interests in the Revolving Credit Loans, Term A Loans and Term B Loans after giving effect to the DAM Exchange. (b) As a result of the DAM Exchange, upon and after the DAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Obligations of the Borrowers with respect to the Term Loans, Revolving Credit Loans and Incremental Revolving LoansObligations, and each distribution made by the Administrative Agent pursuant to any Collateral Loan Document in respect of such the Obligations, shall be distributed to the Lenders pro rata in accordance with Article V of the U.S. Obligations Guaranty (after giving effect to the their respective DAM Exchange)Percentages. Any direct payment received by any such a Lender upon or after the DAM Exchange Date, including by way of set-offsetoff, in respect of such Obligations an Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of DAM. (a) On the DAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article 8Section 8 of this Agreement, (ii) the Lenders shall automatically and without further action (and without regard to the provisions of Section 11.0611.6 of this Agreement) be deemed to have exchanged interests in their respective Term Loans, Revolving Credit the Loans and Incremental Revolving Loans, such that in lieu of the interest of each Lender in each Term Loan, Revolving Credit Loan and Incremental Revolving Loan in which it shall hold participate as of such date (including such XxxxxxLender’s interest in the Obligations of each Loan Credit Party in respect of each such Term Loan, Revolving Credit Loan or Incremental Revolving Loan, as applicable), such Lender shall hold an interest in every one of the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, including the Obligations of each Loan Credit Party in respect of each such Term Loan, Revolving Credit Loan and Incremental Revolving Loan, whether or not such Lender shall previously have held any interest participated therein, equal to such Lender’s DAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, in the case of any DAM Dollar Lender that has prior to the date thereof notified the Administrative Agent and Holdings the U.S. Borrower in writing that it has elected to have this clause (iii) apply to it, the interests in the Term Loans, Revolving Credit Loans or Incremental Revolving Loans to be received by such DAM Dollar Lender in such deemed exchange shall, automatically and with no further action required, be converted into U.S. the Dollars, determined using the Spot Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to such DAM Dollar Lender in respect of such Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder; , provided that such DAM Exchange will not affect the aggregate amount of the Obligations of any Borrower the Borrowers to any Lender the Lenders under the Loan Credit Documents. Each Lender hereby consents and agrees to the DAM Exchange and agrees that the DAM Exchange shall be binding upon its successors and assigns and any Person person that acquires a participation in its interests in any Term Loan, Revolving Credit Loan or Incremental Revolving Loan. Each Lender agrees to surrender any promissory notes originally received by it in connection with its Term Loans, Revolving Credit Loans or Incremental Revolving Loans, as applicable, to the Administrative Agent against delivery of new promissory notes evidencing its interests in the Revolving Credit Loans, Term A Loans and Term B Loans after giving effect to the DAM Exchange. (b) As a result of the DAM Exchange, upon and after the DAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Credit Document in respect of the Obligations of the Borrowers with respect to the Term Loans, Revolving Credit Loans and Incremental Revolving LoansObligations, and each distribution made by the Administrative Agent pursuant to any Collateral Credit Document in respect of such the Obligations, shall be distributed to the Lenders pro rata in accordance with Article V of the U.S. Obligations Guaranty (after giving effect to the their respective DAM Exchange)Percentages. Any direct payment received by any such a Lender upon or after the DAM Exchange Date, including by way of set-offsetoff, in respect of such Obligations an Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of DAM. (a) On the DAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article 8, (ii) the Lenders shall automatically and without further action (and without regard to the provisions of Section 11.06) be deemed to have exchanged interests in their respective Term Loans, Revolving Credit Loans and Incremental Revolving Loans, such that in lieu of the interest of each Lender in each Term Loan, Revolving Credit Loan and Incremental Revolving Loan which it shall hold as of such date (including such XxxxxxLender’s interest in the Obligations of each Loan Party in respect of each such Term Loan, Revolving Credit Loan or Incremental Revolving Loan, as applicable), such Lender shall hold an interest in every one of the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, including the Obligations of each Loan Party in respect of each such Term Loan, Revolving Credit Loan and Incremental Revolving Loan, whether or not such Lender shall previously have held any interest therein, equal to such Lender’s DAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, in the case of any DAM Dollar Lender that has prior to the date thereof notified the Administrative Agent and Holdings in writing that it has elected to have this clause (iii) apply to it, the interests in the Term Loans, Revolving Credit Loans or Incremental Revolving Loans to be received by such DAM Dollar Lender in such deemed exchange shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Spot Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to such DAM Dollar Lender in respect of such Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder; provided that such DAM Exchange will not affect the aggregate amount of the Obligations of any Borrower to any Lender under the Loan Documents. Each Lender hereby consents and agrees to the DAM Exchange and agrees that the DAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Term Loan, Revolving Credit Loan or Incremental Revolving Loan. Each Lender agrees to surrender any promissory notes originally received by it in connection with its Term Loans, Revolving Credit Loans or Incremental Revolving Loans, as applicable, to the Administrative Agent against delivery of new promissory notes evidencing its interests in the Revolving Credit Loans, Term A Loans and Term B A Loans after giving effect to the DAM Exchange. (b) As a result of the DAM Exchange, upon and after the DAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Obligations of the Borrowers with respect to the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, and each distribution made by the Administrative Agent pursuant to any Collateral Document in respect of such Obligations, shall be distributed in accordance with Article V of the U.S. Obligations Guaranty (after giving effect to the DAM Exchange). Any direct payment received by any such Lender upon or after the DAM Exchange Date, including by way of set-off, in respect of such Obligations shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.. US-DOCS\70212156.13

Implementation of DAM. (a) On the DAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article 8Section 8 of this Agreement, (ii) the Lenders shall automatically and without further action (and without regard to the provisions of Section 11.0611.6 of this Agreement) be deemed to have exchanged interests in their respective Term Loans, Revolving Credit the Loans and Incremental Revolving Loans, such that in lieu of the interest of each Lender in each Term Loan, Revolving Credit Loan and Incremental Revolving Loan in which it shall hold participate as of such date (including such XxxxxxLender’s interest in the Obligations of each Loan Credit Party in respect of each such Term Loan, Revolving Credit Loan or Incremental Revolving Loan, as applicable), such Lender shall hold an interest in every one of the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, including the Obligations of each Loan Credit Party in respect of each such Term Loan, Revolving Credit Loan and Incremental Revolving Loan, whether or not such Lender shall previously have held any interest participated therein, equal to such Lender’s DAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, in the case of any DAM Dollar Lender that has prior to the date thereof notified the Administrative Agent and Holdings the U.S. Borrower in writing that it has elected to have this clause (iii) apply to it, the interests in the Term Loans, Revolving Credit Loans or Incremental Revolving Loans to be received by such DAM Dollar Lender in such deemed exchange shall, automatically and with no further action required, be converted into U.S. the Dollars, determined using the Spot Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to such DAM Dollar Lender in respect of such Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder; , provided that such DAM Exchange will not affect the aggregate amount of the Obligations of any Borrower the Borrowers to any Lender the Lenders under the Loan Credit Documents. Each Lender hereby consents and agrees to the DAM Exchange and agrees that the DAM Exchange shall be binding upon its successors and assigns and any Person person that acquires a participation in its interests in any Term Loan, Revolving Credit Loan or Incremental Revolving Loan. Each Lender agrees to surrender any promissory notes originally received by it in connection with its Term Loans, Revolving Credit Loans or Incremental Revolving Loans, as applicable, to the Administrative Agent against delivery of new promissory notes evidencing its interests in the Revolving Credit Loans, Term A Loans and Term B Loans after giving effect to the DAM Exchange. (b) As a result of the DAM Exchange, upon and after the DAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Credit Document in respect of the Obligations of the Borrowers with respect to the Term Loans, Revolving Credit Loans and Incremental Revolving LoansObligations, and each distribution made by the Administrative Agent pursuant to any Collateral Credit Document in respect of such the Obligations, shall be distributed to the Lenders pro rata in accordance with Article V of the U.S. Obligations Guaranty (after giving effect to the their respective DAM Exchange)Percentages. Any direct payment received by any such a Lender upon or after the DAM Exchange Date, including by way of set-offsetoff, in respect of such Obligations an Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of DAM. (a) On the DAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article 8, (ii) the Lenders shall automatically and without further action (and without regard to the provisions of Section 11.06) be deemed to have exchanged interests in their respective Term Loans, Revolving Credit Loans and Incremental Revolving Loans, such that in lieu of the interest of each Lender in each Term Loan, Revolving Credit Loan and Incremental Revolving Loan which it shall hold as of such date (including such XxxxxxLender’s interest in the Obligations of each Loan Party in respect of each such Term Loan, Revolving Credit Loan or Incremental Revolving Loan, as applicable), such Lender shall hold an interest in every one of the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, including the Obligations of each Loan Party in respect of each such Term Loan, Revolving Credit Loan and Incremental Revolving Loan, whether or not such Lender shall previously have held any interest therein, equal to such Lender’s DAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, in the case of any DAM Dollar Lender that has prior to the date thereof notified the Administrative Agent and Holdings in writing that it has elected to have this clause (iii) apply to it, the interests in the Term Loans, Revolving Credit Loans or Incremental Revolving Loans to be received by such DAM Dollar Lender in such deemed exchange shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Spot Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to such DAM Dollar Lender in respect of such Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder; provided that such DAM Exchange will not affect the aggregate amount of the Obligations of any Borrower to any Lender under the Loan Documents. Each Lender hereby consents and agrees to the DAM Exchange and agrees that the DAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Term Loan, Revolving Credit Loan or Incremental Revolving Loan. Each Lender agrees to surrender any promissory notes originally received by it in connection with its Term Loans, Revolving Credit Loans or Incremental Revolving Loans, as applicable, to the Administrative Agent against delivery of new promissory notes evidencing its interests in the Revolving Credit Loans, Term A Loans and Term B A Loans after giving effect to the DAM Exchange. (b) As a result of the DAM Exchange, upon and after the DAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Obligations of the Borrowers with respect to the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, and each distribution made by the Administrative Agent pursuant to any Collateral Document in respect of such Obligations, shall be distributed in accordance with Article V of the U.S. Obligations Guaranty (after giving effect to the DAM Exchange). Any direct payment received by any such Lender upon or after the DAM Exchange Date, including by way of set-off, in respect of such Obligations shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.. US-DOCS\70212156.16

Implementation of DAM. (a) On the DAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article 8, (ii) the Lenders shall automatically and without further action (and without regard to the provisions of Section 11.06) be deemed to have exchanged interests in their respective Term Loans, Revolving Credit Loans and Incremental Revolving Loans, such that in lieu of the interest of each Lender in each Term Loan, Revolving Credit Loan and Incremental Revolving Loan which it shall hold as of such date (including such XxxxxxLender’s interest in the Obligations of each Loan Party in respect of each such Term Loan, Revolving Credit Loan or Incremental Revolving Loan, as applicable), such Lender shall hold an interest in every one of the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, including the Obligations of each Loan Party in respect of each such Term Loan, Revolving Credit Loan and Incremental Revolving Loan, whether or not such Lender shall previously have held any interest therein, equal to such Lender’s DAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, in the case of any DAM Dollar Lender that has prior to the date thereof notified the Administrative Agent and Holdings in writing that it has elected to have this clause (iii) apply to it, the interests in the Term Loans, Revolving Credit Loans or Incremental Revolving Loans to be received by such DAM Dollar Lender in such deemed exchange shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Spot Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to such DAM Dollar Lender in respect of such Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder; provided that such DAM Exchange will not affect the aggregate amount of the Obligations of any Borrower to any Lender under the Loan Documents. Each Lender hereby consents and agrees to the DAM Exchange and agrees that the DAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Term Loan, Revolving Credit Loan or Incremental Revolving Loan. Each Lender agrees to surrender any promissory notes originally received by it in connection with its Term Loans, Revolving Credit Loans or Incremental Revolving Loans, as applicable, to the Administrative Agent against delivery of new promissory notes evidencing its interests in the Revolving Credit LoansLoans and, Term A Loans and Term B Loans after giving effect to the DAM Exchange. (b) As a result of the DAM Exchange, upon and after the DAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Obligations of the Borrowers with respect to the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, and each distribution made by the Administrative Agent pursuant to any Collateral Document in respect of such Obligations, shall be distributed in accordance with Article V of the U.S. Obligations Guaranty (after giving effect to the DAM Exchange). Any direct payment received by any such Lender upon or after the DAM Exchange Date, including by way of set-off, in respect of such Obligations shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of DAM. (a) On the DAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article 8, (ii) the Lenders shall automatically and without further action (and without regard to the provisions of Section 11.06) be deemed to have exchanged interests in their respective Term Loans, Revolving Credit Loans and Incremental Revolving Loans, such that in lieu of the interest of each Lender in each Term Loan, Revolving Credit Loan and Incremental Revolving Loan which it shall hold as of such date (including such XxxxxxLender’s interest in the Obligations of each Loan Party in respect of each such Term Loan, Revolving Credit Loan or Incremental Revolving Loan, as applicable), such Lender shall hold an interest in every one of the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, including the Obligations of each Loan Party in respect of each such Term Loan, Revolving Credit Loan and Incremental Revolving Loan, whether or not such Lender shall previously have held any interest therein, equal to such Lender’s DAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, in the case of any DAM Dollar Lender that has prior to the date thereof notified the Administrative Agent and Holdings in writing that it has elected to have this clause (iii) apply to it, the interests in the Term Loans, Revolving Credit Loans or Incremental Revolving Loans to be received by such DAM Dollar Lender in such deemed exchange shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Spot Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to such DAM Dollar Lender in respect of such Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder; provided that such DAM Exchange will not affect the aggregate amount of the Obligations of any Borrower to any Lender under the Loan Documents. Each Lender hereby consents and agrees to the DAM Exchange and agrees that the DAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Term Loan, Revolving Credit Loan or Incremental Revolving Loan. Each Lender agrees to surrender any promissory notes originally received by it in connection with its Term Loans, Revolving Credit Loans or Incremental Revolving Loans, as applicable, to the Administrative Agent against delivery of new promissory notes evidencing its interests in the Revolving Credit Loans, Term A Loans and Term B A Loans after giving effect to the DAM Exchange. (b) As a result of the DAM Exchange, upon and after the DAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Obligations of the Borrowers with respect to the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, and each distribution made by the Administrative Agent pursuant to any Collateral Document in respect of such Obligations, shall be distributed in accordance with Article V of the U.S. Obligations Guaranty (after giving effect to the DAM Exchange). Any direct payment received by any such Lender upon or after the DAM Exchange Date, including by way of set-off, in respect of such Obligations shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of DAM. (a) On the DAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article 8, (ii) the Lenders shall automatically and without further action (and without regard to the provisions of Section 11.06) be deemed to have exchanged interests in their respective Term Loans, Revolving Credit Loans and Incremental Revolving Loans, such that in lieu of the interest of each Lender in each Term Loan, Revolving Credit Loan and Incremental Revolving Loan which it shall hold as of such date (including such XxxxxxLender’s interest in the Obligations of each Loan Party in respect of each such Term Loan, Revolving Credit Loan or Incremental Revolving Loan, as applicable), such Lender shall hold an interest in every one of the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, including the Obligations of each Loan Party in respect of each such Term Loan, Revolving Credit Loan and Incremental Revolving Loan, whether or not such Lender shall previously have held any interest therein, equal to such Lender’s DAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, in the case of any DAM Dollar Lender that has prior to the date thereof notified the Administrative Agent and Holdings in writing that it has elected to have this clause (iii) apply to it, the interests in the Term Loans, Revolving Credit Loans or Incremental Revolving Loans to be received by such DAM Dollar Lender in such deemed exchange shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Spot Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to such DAM Dollar Lender in respect of such Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder; provided that such DAM Exchange will not affect the aggregate amount of the Obligations of any Borrower to any Lender under the Loan Documents. Each Lender hereby consents and agrees to the DAM Exchange and agrees that the DAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Term Loan, Revolving Credit Loan or Incremental Revolving Loan. Each Lender agrees to surrender any promissory notes originally received by it in connection with its Term Loans, Revolving Credit Loans or Incremental Revolving Loans, as applicable, to the Administrative Agent against delivery of new promissory notes evidencing its interests in the Revolving Credit Loans, Term A Loans and Term B A Loans after giving effect to the DAM Exchange. (b) As a result of the DAM Exchange, upon and after the DAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Obligations of the Borrowers with respect to the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, and each distribution made by the Administrative Agent pursuant to any Collateral Document in respect of such 135 Obligations, shall be distributed in accordance with Article V of the U.S. Obligations Guaranty (after giving effect to the DAM Exchange). Any direct payment received by any such Lender upon or after the DAM Exchange Date, including by way of set-off, in respect of such Obligations shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of DAM. (a) On the DAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article 8Section 8 of the Agreement, (ii) the Lenders shall automatically and without further action (and without regard to the provisions of Section 11.069.1 of the Agreement) be deemed to have exchanged interests in their respective Term Loans, Revolving Credit the Loans and Incremental Revolving Loans, such that in lieu of the interest of each Lender in each Term Loan, Revolving Credit Loan and Incremental Revolving Loan in which it shall hold participate as of such date (including such XxxxxxLender’s interest in the Obligations of each Loan Credit Party in respect of each such Term Loan, Revolving Credit Loan or Incremental Revolving Loan, as applicable), such Lender shall hold an interest in every one of the Term Loans, Revolving Credit Loans and Incremental Revolving Loans, including the Obligations of each Loan Credit Party in respect of each such Term Loan, Revolving Credit Loan and Incremental Revolving Loan, whether or not such Lender shall previously have held any interest participated therein, equal to such Lender’s DAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, in the case of any DAM Dollar Lender that has prior to the date thereof notified the Administrative Agent and Holdings U.S. Borrower in writing that it has elected to have this clause (iii) apply to it, the interests in the Term Loans, Revolving Credit Loans or Incremental Revolving Loans to be received by such DAM Dollar Lender in such deemed exchange shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Administrative Agent’s Spot Rate of Exchange calculated as of such date, of such amount and on and after such date all amounts accruing and owed to such DAM Dollar Lender in respect of such Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder; , provided that such DAM Exchange will not affect the aggregate amount of the Obligations of any Borrower Borrowers to any Lender the Lenders under the Loan Documents. Each Lender hereby consents and agrees to the DAM Exchange and agrees that the DAM Exchange shall be binding upon its successors and assigns and any Person person that acquires a participation in its interests in any Term Loan, Revolving Credit Loan or Incremental Revolving Loan. Each Lender agrees to surrender any promissory notes originally received by it in connection with its Term Loans, Revolving Credit Loans or Incremental Revolving Loans, as applicable, to the Administrative Agent against delivery of new promissory notes evidencing its interests in the Revolving Credit Loans, Term A Loans and Term B Loans after giving effect to the DAM Exchange. (b) As a result of the DAM Exchange, upon and after the DAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Obligations of the Borrowers with respect to the Term Loans, Revolving Credit Loans and Incremental Revolving LoansObligations, and each distribution made by the Administrative Agent pursuant to any Collateral Loan Document in respect of such the Obligations, shall be distributed to the Lenders pro rata in accordance with Article V of the U.S. Obligations Guaranty (after giving effect to the their respective DAM Exchange)Percentages. Any direct payment received by any such a Lender upon or after the DAM Exchange Date, including by way of set-offsetoff, in respect of such Obligations an Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.