Common use of Implementation of CAM Clause in Contracts

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article VII and (ii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have exchanged interests in the Facilities such that in lieu of the interest of each Lender in each Facility in which it shall participate as of such date (including such Lender’s interest in the Specified Obligations of each Loan Party in respect of each such Facility), such Lender shall hold an interest in every one of the Facilities (including the Specified Obligations of each Loan Party in respect of each such Facility and each LC 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. Each Lender and each 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 Facility. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by any Agent pursuant to any Loan Document in respect of the Specified Obligations, and each distribution made by any Agent pursuant to any Security Documents in respect of the Specified Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of setoff, in respect of a Specified Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article VII and terminated, (ii) the Lenders and the Issuing Banks shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have exchanged interests in the Facilities Designated Obligations such that that, in lieu of the interest interests of each Lender and each Issuing Bank in the Designated Obligations under each Facility Tranche (as defined below) in which it shall participate as of such date (including such Lender’s interest in the Specified Obligations of each Loan Party in respect of each such Facility)date, such Lender and such Issuing Bank shall hold own an interest in every one of the Facilities (including the Specified Obligations of each Loan Party in respect of each such Facility and each LC Reserve Account established pursuant to Section 11.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s and such Issuing Bank’s CAM Percentage thereofin the Designated Obligations under each of the Tranches 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, 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 the Lenders and the Issuing Banks in respect of such Designated Obligations shall accrue and be payable in US Dollars at the rate otherwise applicable hereunder. Each Lender, each Issuing Bank, each Person acquiring a participation from any Lender as contemplated by Section 13.9(c) and each of the Loan Party Parties that is a party to this Agreement hereby consents and agrees to the CAM Exchange. Each of the Loan Parties that is a party to this Agreement, the Issuing Banks and the Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders and Issuing Banks 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 CAM Exchange failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Facility. (b) As a result not affect the validity or effectiveness of the CAM Exchange. For purposes hereof, upon “Tranche” means a category of Commitments and after the CAM Exchange Dateextensions of credits thereunder. For purposes of such definition, each payment received by any Agent pursuant to any Loan Document in respect of the Specified Obligationsfollowing comprises a separate Tranche: (i) the Letters of Credit issued for the account of, and each distribution the Swingline Loans, Alternative Currency Loans and other Revolving Loans made by any Agent pursuant to any Security Documents in respect of the Specified Obligations, shall be distributed to the Lenders pro rata Borrower in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after US Dollars; (ii) the CAM Exchange DateLetters of Credit issued for the account of, including by way and the Revolving Loans made to, Eligible Borrowers in Canadian Dollars; (iii) the Letters of setoffCredit issued for the account of, and the Revolving Loans made to, Eligible Borrowers in respect Sterling, and (iv) the Letters of a Specified Obligation shall be paid over to Credit issued for the Administrative Agent for distribution to account of, and the Lenders Revolving Loans made to, Eligible Borrowers in accordance herewithEuro.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments and the Ancillary Commitments shall automatically and without further act be terminated as provided in Article VII and VII, (ii) the Lenders principal amount of each Loan denominated in a Foreign Currency shall, automatically and with no further action required, be converted into the Dollar Equivalent, determined using the Exchange Rates calculated as of the CAM Exchange Date, of such amount and on and after such date all amounts accruing and owed to any Lender in respect of such Obligations shall accrue and be payable in Dollars at the rates otherwise applicable hereunder and (iii) each Lender shall automatically and without further act (and without regard to the provisions of Section 10.049.04) immediately be deemed to have exchanged interests acquired participations in the Facilities such that in lieu Swingline Loans, Revolving Loans, Ancillary Loans and Letters of the interest of each Lender in each Facility in which it shall participate as of such date Credit (including such Lender’s interest in the Specified Obligations of each Loan Party in respect of each such Facility), such Lender shall hold an interest in every one of the Facilities (including the Specified Obligations of each Loan Party in respect of each such Facility and each LC Reserve Account established pursuant to Section 11.02 10.02 below), whether or not such Lender shall previously have participated therein, ) in an amount equal to such Lender’s CAM Percentage thereofPercentage. Each Lender and each Loan Party hereby consents and agrees shall make payments to the CAM ExchangeApplicable Agent for such participations, and each Lender agrees that the CAM Exchange Applicable Agent shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Facility.distribute such payments to the -118- (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by any the Applicable Agent pursuant to any Loan Document in respect of the Specified Obligations, Revolving Credit Exposures and each distribution made by any Agent pursuant to any Security Documents in respect of the Specified Obligations, Ancillary Facility Exposures shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of setoffset-off, in respect of a Specified Obligation any Revolving Credit Exposure or Ancillary Facility Exposure shall be paid over to the Administrative Applicable Agent for distribution to the Lenders in accordance herewith.