Common use of CAM Clause in Contracts

CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in this Article VII, (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 Lender in the Designated Obligations under each Tranche in which it shall participate as of such date, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Tranches (such exchange, the “CAM Exchange”) and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) 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 US Dollar Equivalent thereof, 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 Designated Obligations shall accrue and be payable in US Dollars at the rate otherwise applicable 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, each Person acquiring a participation from any Lender as contemplated by Section 9.04, and each Borrower hereby consents and agrees to the CAM Exchange. Each of Parent, the Borrowers and the Lenders agrees from time to time to execute and deliver to the Administrative Agent or the Applicable Agent all such promissory notes and other instruments and documents as the Administrative Agent or such Applicable 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 to the Administrative Agent against delivery of any promissory notes so executed and delivered, provided that the failure of Parent or 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. (a) As a result of the CAM Exchange, on and after the CAM Exchange Date, (i) each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph below) and (ii) Section 2.17(e) shall not apply with respect to any Taxes required to be withheld or deducted by a Borrower from or in respect of payments hereunder to any Lender or the Administrative Agent that exceed the Taxes such Borrower would have otherwise been required to withhold or deduct from or in respect of payments to such Lender or Administrative Agent had such CAM Exchange not occurred. (b) In the event that, on or after the CAM Exchange Date, the aggregate amount of the Designated Obligations shall change as a result of the making of a LC Disbursement by an Issuing Bank that is not reimbursed by the applicable Borrower, then (i) each Revolving Lender (determined without giving effect to the CAM Exchange) shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Revolving Lender’s Applicable Percentage of such LC Disbursement (without giving effect to the CAM Exchange) and (ii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such disbursement and the making of such LC Disbursement and the purchase of participations therein by the applicable Revolving Lenders and the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Tranches (and 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 US Dollar Equivalent of such amount in accordance with the first sentence of this Section 7.02), and (iii) in the event distributions shall have been made in accordance with clause (i) of the preceding paragraph, the Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each such disbursement and LC Disbursement been outstanding on the CAM Exchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive, absent manifest error.

CAM. (a) On The parties hereby acknowledge that the CAM Exchange DateInitial Purchase Price specified herein has been calculated based upon, among other things, (iA) an assumption that the Commitments shall automatically and without further act be terminated as provided in this Article VII, annual common area maintenance expenses for the Property (ii"CAM") the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that, in lieu will equal One Dollar ($1.00) per square foot of the interests of each Lender in Property for 1997 (the Designated Obligations under each Tranche in which it shall participate as of such date, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Tranches (such exchange, the “CAM Exchange”"Assumed CAM") and (iiiB) simultaneously with the deemed exchange fact that the maximum amount of interests annual reimbursements for CAM that can be collected from each of Mikasa and Baby Superstore for 1997 pursuant to the terms of their Leases is Seventy Five Cents ($.75) per square foot of the Property. The parties further acknowledge that despite their assumption in clause (iiA) above, it is presently unknown whether actual 1997 CAM will in fact equal the interests Assumed CAM. Therefore, Seller and Buyer covenant and agree that, as soon as practicable following December 31, 1997 (but in no event later than March 1, 1998), Buyer shall determine the Designated Obligations actual CAM for 1997 expressed in dollars (or, as applicable, cents) per square foot of the Property (the "Actual CAM") and shall submit a written statement of Actual CAM as so determined by Buyer to Seller (and such statement shall be received in such deemed exchange accompanied by reasonable substantiating documentation establishing the Actual CAM reflected thereon). To the extent that the Actual CAM exceeds the Assumed CAM, Seller shall, automatically and with no further action requiredwithin thirty (30) days of Seller's receipt of a written request from Buyer, be converted into the US Dollar Equivalent thereof, determined using the Exchange Rate calculated as of such date, of such remit to Buyer an amount and on and after such date all amounts accruing and owed equal to the Lenders in respect of such Designated Obligations shall accrue and be payable in US Dollars at quotient obtained by dividing the rate otherwise applicable 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 Excess Amount (as hereinafter defined) by such Lenders in funded Loans in the CAM Exchange. Each Lender.10475, each Person acquiring a participation from any Lender as contemplated by Section 9.04, and each Borrower hereby consents and agrees to the CAM Exchange. Each of Parent, the Borrowers and the Lenders agrees from time to time to execute and deliver to the Administrative Agent or the Applicable Agent all such promissory notes and other instruments and documents as the Administrative Agent or such Applicable 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 to the Administrative Agent against delivery of any promissory notes so executed and delivered, provided that the failure of Parent or 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. (a) As a result of the CAM Exchange, on and after the CAM Exchange Date, (i) each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph below) and (ii) Section 2.17(eto the extent that the Actual CAM is less than the Assumed CAM, Buyer shall, within thirty (30) days of Buyer's receipt of a written request from Seller, remit to Seller an amount equal to the quotient obtained by dividing Deficiency Amount (as hereinafter defined) by .10475. As used herein, the term "Excess Amount" shall not apply with respect to any Taxes required to be withheld or deducted mean the product of (a) the difference between the Actual CAM and the Assumed CAM multiplied by a Borrower from or in respect of payments hereunder to any Lender or the Administrative Agent that exceed the Taxes such Borrower would have otherwise been required to withhold or deduct from or in respect of payments to such Lender or Administrative Agent had such CAM Exchange not occurred. (b) In the event that, on or after square footage of the CAM Exchange Dateleased premises of Mikasa and Baby Superstore. As used herein, the aggregate amount term "Deficiency Amount" shall mean the product of (1) the difference between the Assumed CAM and the greater of (y) the Actual CAM and (z) Seventy Five Cents ($.75) multiplied by (2) the square footage of the Designated Obligations shall change as a result leased premises of the making of a LC Disbursement by an Issuing Bank that is not reimbursed by the applicable Borrower, then (i) each Revolving Lender (determined without giving effect to the CAM Exchange) shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Revolving Lender’s Applicable Percentage of such LC Disbursement (without giving effect to the CAM Exchange) Mikasa and (ii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such disbursement and the making of such LC Disbursement and the purchase of participations therein by the applicable Revolving Lenders and the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Tranches (and 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 US Dollar Equivalent of such amount in accordance with the first sentence of this Section 7.02), and (iii) in the event distributions shall have been made in accordance with clause (i) of the preceding paragraph, the Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each such disbursement and LC Disbursement been outstanding on the CAM Exchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive, absent manifest errorBaby Superstore.