Common use of Implementation of CAM Clause in Contracts

Implementation of CAM. (a) (i) On the CAM Exchange Date, to the extent not otherwise prohibited by a Requirement of Law or otherwise, (1) each Dollar Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to U.S. Swing Line Lender in accordance with Section 2.1(c)(iii)) participations in the U.S. Swing Line Loans in an amount equal to such Dollar Revolving Lender’s Dollar Revolver Pro Rata Share of each U.S. Swing Line Loan outstanding on such date and (2) each Euro Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to European Swing Line Lender in accordance with Section 2.1(c)(iii)) participations in the European Swing Line Loans in an amount equal to such Euro Revolving Lenders Euro Revolver Pro Rata Share of each European Swing Line Loan outstanding on such date and (iii) on the CAM Exchange Date, all Loans outstanding in any currency other than Dollars (“Loans to be Converted”) shall be converted into Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) (“Converted Loans”), (iii) on each date on or after the CAM Exchange Date on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A Equivalent Loans (“Acceptances to be Converted”) shall be converted into Canadian Revolving Loans denominated in Dollars (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding such maturity date) (“Converted Acceptances”) and (iv) on the CAM Exchange Date (with respect to Loans described in the foregoing clause (ii)), and on the respective maturity date (with respect to B/As and B/A Equivalent Loans described in the foregoing clause (iii)) to the extent necessary to cause the fraction for each Lender described in the definitions of Dollar Revolver Pro Rata Share, Euro Revolver Pro Rata Share, each Term Pro Rata Share and Canadian Revolver Pro Rata Share to be equal for each Facility for such Lender after giving effect to the purchase and sale of participating interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans (including such Converted Loans) and Converted Acceptances in an amount equal to its CAM Percentage of (x) the outstanding principal amount of the Loans (including Converted Loans) and (y) the face amount of matured B/As and B/A Equivalent Loans, as applicable. All Converted Loans and Converted Acceptances (which shall have been converted into Canadian Revolving Loans denominated in Dollars) shall bear interest at the rate which would otherwise be applicable to Base Rate Loans. 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 Facility. Each Borrower agrees from time to time to execute and deliver to Agents all instruments and documents as any such Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange.

Implementation of CAM. (a) (i) On the CAM Exchange Date, to (i) the extent not otherwise prohibited by a Requirement of Law or otherwiseCommitments shall automatically and without further act be terminated as provided in Section 7.01, (1ii) each Dollar Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to U.S. Swing Line Lender the Applicable Agent in accordance with Section 2.1(c)(iii2.04(c)) participations in the U.S. Swing Line Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Dollar Global Revolving Facility Lender’s Dollar Revolver Pro Rata Share 's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each U.S. Swing Line Swingline Foreign Currency Loan outstanding on such date and date, (2iii) each Euro U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to European Swing Line Lender the Applicable Agent in accordance with Section 2.1(c)(iii2.04(c)) participations in the European Swing Line Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Euro U.S. Revolving Lenders Euro Revolver Pro Rata Share Facility Lender's U.S. Revolving Facility Percentage of each European Swing Line Swingline Dollar Loan outstanding on such date and (iii) on the CAM Exchange Datedate, all Loans outstanding in any currency other than Dollars (“Loans to be Converted”) shall be converted into Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) (“Converted Loans”), (iii) on each date on or after the CAM Exchange Date on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A Equivalent Loans (“Acceptances to be Converted”) shall be converted into Canadian Revolving Loans denominated in Dollars (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding such maturity date) (“Converted Acceptances”) and (iv) on simultaneously with the automatic conversions pursuant to clause (v) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.04) be deemed to have exchanged interests in the Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest in the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 below), whether or not such Lender shall previously have participated therein, equal to such 140 Lender's CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Exchange Date (with respect to Loans described in Euro Lenders, the foregoing clause (ii)), and on the respective maturity date (with respect to B/As and B/A Equivalent Loans described in the foregoing clause (iii)) to the extent necessary to cause the fraction for each Lender described in the definitions of Dollar Revolver Pro Rata Share, Euro Revolver Pro Rata Share, each Term Pro Rata Share and Canadian Revolver Pro Rata Share to be equal for each Facility for such Lender after giving effect to the purchase and sale of participating interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro 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 CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (including such Converted LoansB) and Converted Acceptances in an amount equal to its CAM Percentage of (x) the outstanding principal amount case of the Loans (including Converted Loans) and (y) CAM Dollar Lenders, the face amount of matured B/As and B/A Equivalent Loans, as applicable. All Converted interests in the Loans and Converted Acceptances (which shall have been Funded Ancillary Credit Extensions to be received in such deemed exchange shall, automatically and with no further action required, be converted into Canadian Revolving Loans denominated the 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 CAM Dollar Lenders in Dollars) respect of such Obligation shall bear interest accrue and be payable in Dollars at the rate which would otherwise be applicable to Base Rate Loanshereunder. 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 that acquires a participation in its interests in any FacilityLoan or Ancillary Credit Extension. Each Borrower Loan Party agrees from time to time to execute and deliver to Agents the Administrative Agent all such promissory notes and other instruments and documents as any such the 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 Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, that the failure of 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.

Implementation of CAM. (a) (i) On the CAM Exchange Date, to the extent not otherwise prohibited by a Requirement of Law or otherwise, (1) each Dollar Multicurrency Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to U.S. Swing Line Lender in accordance with Section 2.1(c)(iii)) participations in the U.S. Swing Line Loans Overdraft Amounts in an amount equal to such Dollar Multicurrency Revolving Lender’s Dollar Multicurrency Revolver Pro Rata Share of each U.S. Swing Line Loan Overdraft Amount outstanding on such date and (2) each Euro Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to European Swing Line Lender in accordance with Section 2.1(c)(iii)) participations in the European Swing Line Loans in an amount equal to such Euro Revolving Lenders Euro Revolver Pro Rata Share of each European Swing Line Loan outstanding on such date and (iiiii) on the CAM Exchange Date, all Loans outstanding in any currency other than Dollars (“Loans to be Converted”) shall be converted into Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) (“Converted Loans”), (iii) on each date on or after the CAM Exchange Date on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A Equivalent Loans (“Acceptances to be Converted”) shall be converted into Canadian Revolving Loans denominated in Dollars (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding such maturity date) (“Converted Acceptances”) and [reserved], (iv) on the CAM Exchange Date (with respect to Loans described in the foregoing clause (ii)), and on the respective maturity date (with respect to B/As and B/A Equivalent Loans described in the foregoing clause (iii)) to the extent necessary to cause the fraction for each Lender described in the definitions of Dollar Revolver Pro Rata Share, Euro Multicurrency Revolver Pro Rata Share, each Term Pro Rata Share and Canadian Revolver each Term Pro Rata Share to be equal for each Facility for such Lender after giving effect to the purchase and sale of participating interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans (including such Converted Loans) and Converted Acceptances in an amount equal to its CAM Percentage of (x) the outstanding principal amount of the Loans (including Converted Loans) and (y) the face amount of matured B/As and B/A Equivalent Loans, as applicable. All Converted Loans and Converted Acceptances (which shall have been converted into Canadian Multicurrency Revolving Loans denominated in Dollars) shall bear interest at the rate which would otherwise be applicable to Base Rate LoansLoans and (v) on the CAM Exchange Date, all Commitments shall be automatically deemed terminated. 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 Facility. Each Borrower agrees from time to time to execute and deliver to Agents the Administrative Agent all instruments and documents as any such the Administrative Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange.

Implementation of CAM. (a) (ia)(i) On the CAM Exchange Date, to the extent not otherwise prohibited by a Requirement of Law or otherwise, (1) each Dollar Multicurrency Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to U.S. Swing Line Lender in accordance with Section 2.1(c)(iii)) participations in the U.S. Swing Line Loans in an amount equal to such Dollar Multicurrency Revolving Lender’s Dollar Lenders Multicurrency Revolver Pro Rata Share of each U.S. Swing Line Loan outstanding on such date and (2) each Euro Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to European Swing Line Lender in accordance with Section 2.1(c)(iii)) participations in the European Swing Line Loans in an amount equal to such Euro Revolving Lenders Euro Revolver Pro Rata Share of each European Swing Line Loan outstanding on such date and (iiiii) on the CAM Exchange Date, all Loans outstanding in any currency other than Dollars (“Loans to be Converted”) shall be converted into Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) (“Converted Loans”), (iii) on each date on or after the CAM Exchange Date on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A Equivalent Loans (“Acceptances to be Converted”) shall be converted into Canadian Revolving Loans denominated in Dollars (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding such maturity date) (“Converted Acceptances”) and (iv) on the CAM Exchange Date (with respect to Loans described in the foregoing clause (ii)), and on the respective maturity date (with respect to B/As and B/A Equivalent Loans described in the foregoing clause (iii)) to the extent necessary to cause the fraction for each Lender described in the definitions of Original Dollar Revolver Pro Rata Share, Extended Dollar Revolver Pro Rata Share, Multicurrency Revolver Pro Rata Share, Original Euro Revolver Pro Rata Share, each Term Pro Rata Share and Canadian Revolver Pro Rata Share to be equal for each Facility for such Lender after giving effect to the purchase and sale of participating interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans (including such Converted Loans) and Converted Acceptances in an amount equal to its CAM Percentage of (x) the outstanding principal amount of the Loans (including Converted Loans) and (y) the face amount of matured B/As and B/A Equivalent Loans, as applicable. All Converted Loans and Converted Acceptances (which shall have been converted into Canadian Revolving Loans denominated in Dollars) shall bear interest at the rate which would otherwise be applicable to Base Rate Loans. 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 Facility. Each Borrower agrees from time to time to execute and deliver to Agents all instruments and documents as any such Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange.

Implementation of CAM. (a) (i) On the CAM Exchange Date, to the extent not otherwise prohibited by a Requirement of Law or otherwise, (1) each Dollar Multicurrency Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to U.S. Swing Line Lender in accordance with Section 2.1(c)(iii)) participations in the U.S. Swing Line Loans in an amount equal to such Dollar Multicurrency Revolving Lender’s Dollar Multicurrency Revolver Pro Rata Share of each U.S. Swing Line Loan outstanding on such date and (2) each Euro Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to European Swing Line Lender in accordance with Section 2.1(c)(iii)) participations in the European Swing Line Loans in an amount equal to such Euro Revolving Lenders Euro Revolver Pro Rata Share of each European Swing Line Loan outstanding on such date and (iiiii) on the CAM Exchange Date, all Loans outstanding in any currency other than Dollars (“Loans to be Converted”) shall be converted into Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) (“Converted Loans”), (iii) on each date on or after the CAM Exchange Date on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A Equivalent Loans (“Acceptances to be Converted”) shall be converted into Canadian Revolving Loans denominated in Dollars (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding such maturity date) (“Converted Acceptances”) and ), (iv) on the CAM Exchange Date (with respect to Loans described in the foregoing clause (ii)), and on the respective maturity date (with respect to B/As and B/A Equivalent Loans described in the foregoing clause (iii)) to the extent necessary to cause the fraction for each Lender described in the definitions of Dollar Revolver Pro Rata Share, Euro Multicurrency Revolver Pro Rata Share, each Term Pro Rata Share and Canadian Revolver Pro Rata Share to be equal for each Facility for such Lender after giving effect to the purchase and sale of participating interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans (including such Converted Loans) and Converted Acceptances in an amount equal to its CAM Percentage of (x) the outstanding principal amount of the Loans (including Converted Loans) and (y) the face amount of matured B/As and B/A Equivalent Loans, as applicable. All Converted Loans and Converted Acceptances (which shall have been converted into Canadian Revolving Loans denominated in Dollars) shall bear interest at the rate which would otherwise be applicable to Base Rate LoansLoans and (v) on the CAM Exchange Date, all Commitments shall be automatically deemed terminated. 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 Facility. Each Borrower agrees from time to time to execute and deliver to Agents all instruments and documents as any such Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange.

Implementation of CAM. (a) (i) On the CAM Exchange Date, to (i) the extent not otherwise prohibited by a Requirement of Law or otherwiseCommitments shall automatically and without further act be terminated as provided in Section 7.01, (1ii) each Dollar Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to U.S. Swing Line Lender the Applicable Agent in accordance with Section 2.1(c)(iii2.04(c)) participations in the U.S. Swing Line Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Dollar Global Revolving Facility Lender’s Dollar Revolver Pro Rata Share ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each U.S. Swing Line Swingline Foreign Currency Loan outstanding on such date and date, (2iii) each Euro U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to European Swing Line Lender the Applicable Agent in accordance with Section 2.1(c)(iii2.04(c)) participations in the European Swing Line Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Euro U.S. Revolving Lenders Euro Revolver Pro Rata Share Facility Lender’s U.S. Revolving Facility Percentage of each European Swing Line Swingline Dollar Loan outstanding on such date and (iii) on the CAM Exchange Datedate, all Loans outstanding in any currency other than Dollars (“Loans to be Converted”) shall be converted into Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) (“Converted Loans”), (iii) on each date on or after the CAM Exchange Date on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A Equivalent Loans (“Acceptances to be Converted”) shall be converted into Canadian Revolving Loans denominated in Dollars (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding such maturity date) (“Converted Acceptances”) and (iv) on simultaneously with the CAM Exchange Date (with respect automatic conversions pursuant to Loans described in the foregoing clause (ii))v) below, the Lenders shall automatically and on the respective maturity date without further act (with respect to B/As and B/A Equivalent Loans described in the foregoing clause (iii)) without regard to the extent necessary provisions of Section 9.04) be deemed to cause the fraction for each Lender described in the definitions of Dollar Revolver Pro Rata Share, Euro Revolver Pro Rata Share, each Term Pro Rata Share and Canadian Revolver Pro Rata Share to be equal for each Facility for such Lender after giving effect to the purchase and sale of participating have exchanged interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Converted Loans) Lender’s interest in the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Converted Acceptances Ancillary Credit Extension), such Lender shall hold an interest in an amount equal to its CAM Percentage of (x) the outstanding principal amount every one of the Loans (including Converted other than the Swingline Loans) and (y) Funded Ancillary Credit Extensions and a participation in every one of the face amount of matured B/As and B/A Equivalent Swingline Loans, as applicable. All Converted Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, the interests in the Loans and Converted Acceptances (which shall have been Funded Ancillary Credit Extensions to be received in such deemed exchange shall, automatically and with no further action required, be converted into Canadian Revolving Loans denominated the 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 Dollars) respect of such Obligation shall bear interest accrue and be payable in Dollars at the rate which would otherwise be applicable to Base Rate Loanshereunder. 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 that acquires a participation in its interests in any FacilityLoan or Ancillary Credit Extension. Each Borrower Loan Party agrees from time to time to execute and deliver to Agents the Administrative Agent all such promissory notes and other instruments 161 and documents as any such the 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 Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, that the failure of 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.

Implementation of CAM. (a) (i) On the CAM Exchange Date, to the extent not otherwise prohibited by a Requirement of Law or otherwise, (1) each Dollar Multicurrency Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to U.S. Swing Line Lender in accordance with Section 2.1(c)(iii)) participations in the U.S. Swing Line Loans in an amount equal to such Dollar Multicurrency Revolving Lender’s Dollar Lenders Multicurrency Revolver Pro Rata Share of each U.S. Swing Line Loan outstanding on such date and (2) each Euro Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to European Swing Line Lender in accordance with Section 2.1(c)(iii)) participations in the European Swing Line Loans in an amount equal to such Euro Revolving Lenders Euro Revolver Pro Rata Share of each European Swing Line Loan outstanding on such date and (iiiii) on the CAM Exchange Date, all Loans outstanding in any currency other than Dollars (“Loans to be Converted”) shall be converted into Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) (“Converted Loans”), (iii) on each date on or after the CAM Exchange Date on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A Equivalent Loans (“Acceptances to be Converted”) shall be converted into Canadian Revolving Loans denominated in Dollars (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding such maturity date) (“Converted Acceptances”) and (iv) on the CAM Exchange Date (with respect to Loans described in the foregoing clause (ii)), and on the respective maturity date (with respect to B/As and B/A Equivalent Loans described in the foregoing clause (iii)) to the extent necessary to cause the fraction for each Lender described in the definitions of Original Dollar Revolver Pro Rata Share, Extended Dollar Revolver Pro Rata Share, Multicurrency Revolver Pro Rata Share, Original Euro Revolver Pro Rata Share, each Term Pro Rata Share and Canadian Revolver Pro Rata Share to be equal for each Facility for such Lender after giving effect to the purchase and sale of participating interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans (including such Converted Loans) and Converted Acceptances in an amount equal to its CAM Percentage of (x) the outstanding principal amount of the Loans (including Converted Loans) and (y) the face amount of matured B/As and B/A Equivalent Loans, as applicable. All Converted Loans and Converted Acceptances (which shall have been converted into Canadian Revolving Loans denominated in Dollars) shall bear interest at the rate which would otherwise be applicable to Base Rate Loans. 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 Facility. Each Borrower agrees from time to time to execute and deliver to Agents all instruments and documents as any such Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange.

Implementation of CAM. (a) (i) On the CAM Exchange Date, to the extent not otherwise prohibited by a Requirement of Law or otherwise, (1) each Dollar Multicurrency Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to U.S. Swing Line Lender in accordance with Section 2.1(c)(iii)) participations in the U.S. Swing Line Loans in an amount equal to such Dollar Multicurrency Revolving Lender’s Dollar 's Multicurrency Revolver Pro Rata Share of each U.S. Swing Line Loan outstanding on such date and (2ii) each Euro Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to European Swing Line Lender except as provided in accordance with Section 2.1(c)(iii)) participations in the European Swing Line Loans in an amount equal to such Euro Revolving Lenders Euro Revolver Pro Rata Share of each European Swing Line Loan outstanding on such date and clause (iii) on the CAM Exchange Datebelow, all Loans outstanding in any currency other than Dollars (“"Loans to be Converted”") shall be converted into Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) (“"Converted Loans”"), (iii) on each date on or after the CAM Exchange Date on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A Equivalent Loans (“"Acceptances to be Converted”") shall be converted into Canadian Revolving Loans denominated in Dollars (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding such maturity date) (“"Converted Acceptances”") and (iv) on the CAM Exchange Date (with respect to Loans described in the foregoing clause (ii)), and on the respective maturity date (with respect to B/As and B/A Equivalent Loans described in the foregoing clause (iii)) to the extent necessary to cause the fraction for each Lender described in the definitions of Dollar Revolver Pro Rata Share, Euro Revolver Pro Rata Share, each Term Pro Rata Share and Canadian Revolver Pro Rata Share to be equal for each Facility for such Lender after giving effect to the purchase and sale of participating interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans (including such Converted Loans) and Converted Acceptances in an amount equal to its CAM Percentage of (x) the outstanding principal amount of the Loans (including Converted Loans) and (y) the face amount of matured B/As and B/A Equivalent Loans, as applicable, such that in lieu of the interest of each Lender in each Facility in which it shall participate prior to the CAM Exchange Date, such Lender shall hold an interest in every one of the Facilities whether or not such Lender shall have previously participated therein, equal to such Lender's CAM Percentage thereof on the CAM Exchange Date. All Converted Loans and Converted Acceptances (which shall have been converted into Canadian Revolving Loans denominated in U.S. Dollars) shall bear interest at the rate which would otherwise be applicable to Base Rate Loans. 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 Facility. Each Borrower agrees from time to time to execute and deliver to Agents Administrative Agent all instruments and documents as any such Administrative Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange.

Implementation of CAM. (a) (i) On the CAM Exchange Date, to the extent not otherwise prohibited by a Requirement of Law or otherwise, (1) each Dollar Multicurrency Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to U.S. Swing Line Lender in accordance with Section 2.1(c)(iii)) participations in the U.S. Swing Line Loans in an amount equal to such Dollar Multicurrency Revolving Lender’s Dollar Multicurrency Revolver Pro Rata Share of each U.S. Swing Line Loan outstanding on such date and (2ii) each Euro Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to European Swing Line Lender except as provided in accordance with Section 2.1(c)(iii)) participations in the European Swing Line Loans in an amount equal to such Euro Revolving Lenders Euro Revolver Pro Rata Share of each European Swing Line Loan outstanding on such date and clause (iii) on the CAM Exchange Datebelow, all Loans outstanding in any currency other than Dollars (“Loans to be Converted”) shall be converted into Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) (“Converted Loans”), (iii) on each date on or after the CAM Exchange Date on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A Equivalent Loans (“Acceptances to be Converted”) shall be converted into Canadian Revolving Loans denominated in Dollars (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding such maturity date) (“Converted Acceptances”) and (iv) on the CAM Exchange Date (with respect to Loans described in the foregoing clause (ii)), and on the respective maturity date (with respect to B/As and B/A Equivalent Loans described in the foregoing clause (iii)) to the extent necessary to cause the fraction for each Lender described in the definitions of Dollar Revolver Pro Rata Share, Euro Revolver Pro Rata Share, each Term Pro Rata Share and Canadian Revolver Pro Rata Share to be equal for each Facility for such Lender after giving effect to the purchase and sale of participating interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans (including such Converted Loans) and Converted Acceptances in an amount equal to its CAM Percentage of (x) the outstanding principal amount of the Loans (including Converted Loans) and (y) the face amount of matured B/As and B/A Equivalent Loans, as applicable, such that in lieu of the interest of each Lender in each Facility in which it shall participate prior to the CAM Exchange Date, such Lender shall hold an interest in every one of the Facilities whether or not such Lender shall have previously participated therein, equal to such Lender’s CAM Percentage thereof on the CAM Exchange Date. All Converted Loans and Converted Acceptances (which shall have been converted into Canadian Revolving Loans denominated in U.S. Dollars) shall bear interest at the rate which would otherwise be applicable to Base Rate Loans. 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 Facility. Each Borrower agrees from time to time to execute and deliver to Agents Administrative Agent all instruments and documents as any such Administrative Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange.

Implementation of CAM. (a) (ia)(i) On the CAM Exchange Date, to the extent not otherwise prohibited by a Requirement requirement of Law law or otherwise, (1) each Dollar Revolving US Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to U.S. Swing Line Lender the Administrative Agent in accordance with Section 2.1(c)(iii)1.16) participations in the U.S. Swing Line Loans in an amount equal to such Dollar Revolving US Lender’s Dollar Revolver Pro Rata Share Percentage of each U.S. Swing Line Loan outstanding on such date and (2ii) each Euro Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to European Swing Line Lender except as provided in accordance with Section 2.1(c)(iii)) participations in the European Swing Line Loans in an amount equal to such Euro Revolving Lenders Euro Revolver Pro Rata Share of each European Swing Line Loan outstanding on such date and clause (iii) on the CAM Exchange Datebelow, all Loans outstanding in any currency other than Canadian Dollars (“Loans to be Converted”) shall be converted into U.S. Dollars (calculated on the basis of the relevant Exchange Rates exchange rate as of the Business Day immediately preceding the CAM Exchange Date) (“Converted Loans”), (iii) on each date on or after the CAM Exchange Date on which any B/As or B/A Equivalent Loans Bankers’ Acceptances shall mature such B/As or B/A Equivalent Loans Bankers’ Acceptances (“Acceptances to be Converted”) shall be converted into Canadian Revolving Loans denominated in U.S. Dollars (calculated on the basis of the Exchange Rate exchange rate as of the Business Day immediately preceding such maturity date) (“Converted Acceptances”) and (iv) on the CAM Exchange Date (with respect to Loans described in the foregoing clause (ii)), and on the respective maturity date (with respect to B/As and B/A Equivalent Loans Bankers’ Acceptances described in the foregoing clause (iii)) to the extent necessary to cause the fraction for each Lender described in the definitions of Dollar Revolver Pro Rata Share, Euro Revolver Pro Rata Share, each Term Pro Rata Share and Canadian Revolver Pro Rata Share to be equal for each Facility for such Lender after giving effect to the purchase and sale of participating interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans (including such Converted Loans) and Converted Acceptances in an amount equal to its CAM Percentage of (x) the outstanding principal amount of the Loans (including Converted Loans) and (y) the face amount of matured B/As and B/A Equivalent LoansBankers’ Acceptances, as applicable, such that in lieu of the interest of each Lender in each Credit in which it shall participate prior to the CAM Exchange Date, such Lender shall hold an interest in every one of the Credits whether or not such Lender shall have previously participated therein, equal to such Lender’s CAM Percentage thereof on the CAM Exchange Date. All Converted Loans and Converted Acceptances (which shall have been converted into Canadian Revolving Loans denominated in U.S. Dollars) shall bear interest at the rate which would otherwise be applicable to Base Rate Loans. Each Lender Lender, the Borrower and each Borrower the Canadian Borrowers 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 FacilityCredit. Each of the Borrower and the Canadian Borrowers agrees from time to time to execute and deliver to Agents Administrative Agent all instruments and documents as any such Administrative Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange.