Common use of CAM Exchange Clause in Contracts

CAM Exchange. (i) On the CAM Exchange Date, (A) the U.S. Commitments and the Canadian Commitments shall have terminated in accordance with Article VII; (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (D) the Lenders shall purchase in dollars at par interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments in which it shall have participated immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian Borrowers, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) On the CAM Exchange Date, (A) the U.S. Commitments and the Canadian Revolving Commitments shall have automatically and without further act be terminated in accordance with Article VII; Section 9.02; (Bii) each U.S. Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and 2.04(b); (iii) each Canadian Dollar Revolving Lender shall fund its participation L/C Advance in any outstanding Swingline Loans L/C Borrowings; and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (Div) the Revolving Lenders shall purchase in dollars at par (and in the currencies in which such Designated Revolving Obligations are denominated) interests in the Designated Revolving Obligations under each Revolver Revolving Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchasespurchase) and shall assume the obligations to reimburse Issuing Banks the L/C Issuer for unreimbursed LC Disbursements L/C Borrowings under outstanding Letters of Credit under such Revolver the Dollar Revolving Facility such that, in lieu of the interests of after giving effect to such payments, each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments in which it shall have participated immediately prior to the CAM Exchange Date, such Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in each component of the Designated Revolving Obligations immediately following under each Revolving Facility and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Exchange. (ii) Percentage of each L/C Borrowing under the Dollar Revolving Facility. Each Revolving Lender and each Person acquiring a participation from any Revolving Lender as contemplated by this Section 9.20 11.06 hereby consents and agrees to the Revolving CAM Exchange. Each Borrower of the Revolving Lenders agrees from time to time to execute and deliver to the Lenders 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 Revolving Lenders after giving effect to the Revolving CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Loans under this Credit Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Revolving Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the Revolving CAM Exchange. (iiib) As a result of the Revolving CAM Exchange, from and after the Revolving CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Credit Document in respect of any of the Designated Revolving Obligations shall be distributed to the Lenders, Revolving Lenders on a pro rata basis in accordance with their respective Revolving CAM Percentages. (ivc) In the event that on or after the Revolving CAM Exchange DateExchange, the aggregate amount of the Designated Obligations shall change as a result of the making of a disbursement an L/C Borrowing is made under a any Letter of Credit by an Issuing Bank under the Dollar Revolving Facility that is not reimbursed by the U.S. Borrowers or the Canadian BorrowersBorrower, if applicable, then each Revolving Lender shall promptly reimburse such Issuing Bank in dollars provide its L/C Advance to the L/C Issuer for the Dollar Amount of its Revolving CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was madeL/C Borrowing.

CAM Exchange. (i) On the CAM Exchange Date, , (Ai) the U.S. Commitments and the Canadian Commitments shall have automatically and without further act be terminated in accordance with Article VII; Section 8.02, (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (Dii) the Lenders shall purchase in dollars at par automatically and without further act be deemed to have exchanged interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments each Tranche in which it shall have participated immediately prior to the CAM Exchange Dateparticipate as of such date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following under each of the CAM Exchange. 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 Dollar Amount, 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 U.S. Dollars at the rate otherwise applicable hereunder. Each Lender and Lender, each Person person acquiring a participation from any Lender as contemplated by this Section 9.20 10.07 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower of the Borrowers and the Lenders agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) . As a result of the CAM Exchange, from on and after the CAM Exchange Date, (i) each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, Lenders pro rata in accordance with their respective CAM Percentages. Percentages (ivto be redetermined as of each such date of payment or distribution to the extent required by the next paragraph below) and (ii) Section 10.15 shall not apply with respect to any taxes required to be withheld or deducted by the Company from or in respect of payments hereunder to any Lender or the Administrative Agent that exceed the taxes the Company would have been required to withhold or deduct from or in respect of payments to such Lender or the Administrative Agent had such CAM Exchange not occurred. In the event that 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 disbursement under a Letter of Credit by an Issuing Bank L/C Issuer that is not reimbursed by the U.S. Borrowers or the Canadian Borrowers, if applicableCompany, then (i) each Revolving Lender shall, in accordance with Section 2.03(c), promptly make its L/C Advance in respect of such Unreimbursed Amount (without giving effect to the CAM Exchange), (ii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such disbursement and the making of such L/C Advances and the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that each Lender shall promptly reimburse own an interest equal to such Issuing Bank Lender’s CAM Percentage in dollars for 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 Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision amount in accordance with the first sentence of this Section 9.208.06), each Lender Party agrees that if any Lender Party is required under applicable law 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 withhold or deduct any taxes or other amounts from payments made by it hereunder or one another as a result hereof, such Person shall be entitled to withhold or deduct such necessary in order that the amounts and pay over such taxes or other amounts received by them shall be equal to the applicable Governmental Authority imposing amounts they would have received had each such tax without any obligation to indemnify any Lender Party with respect to disbursement and L/C Advance been outstanding on the CAM Exchange Date. Each such amounts and without any other obligation of gross up or offset with respect thereto and there redetermination shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution binding on each of the rights of such Lender Party subject to such withholding as against Borrowers Lenders and the other Loan Parties to the extent (if any) provided in this Agreement their successors and the other Loan Documents. Any amounts so withheld or deducted assigns and shall be treated asconclusive, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was madeabsent manifest error.

CAM Exchange. (ia) On the CAM Exchange Date, , (Ai) the U.S. Commitments and the Canadian Commitments shall have automatically and without further act be terminated as provided in accordance with Article VII; Section 7.01, (Bii) each U.S. Lender shall fund its participation immediately be deemed to have acquired participations in any outstanding the Swingline Loans in an amount equal to such U.S. Lender’s Applicable Percentage of each Swingline Loan outstanding on such date and Protective Advances shall promptly make payment therefor to the U.S. Administrative Agent in accordance with Section 2.04 2.04(c), (iii) simultaneously with the automatic conversions pursuant to clause (iv) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 2.05 of this Agreement, 10.04) be deemed to have exchanged interests in the Loans (other than the Swingline Loans) and each Canadian Lender shall fund its participation B/As and participations in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e)Credit, and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (D) the Lenders shall purchase in dollars at par interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility such that, that in lieu of the interests interest of each Lender in the Designated Obligations under the U.S. Commitments each Loan, B/A and the Canadian Commitments Letter of Credit in which it shall have participated immediately prior to participate as of such date (including such Lender’s interest in the CAM Exchange DateSpecified Obligations of each Borrower in respect of each such Loan, B/A and Letter of Credit), such Lender shall own hold an interest in every one of the Loans (other than the Swingline Loans) and B/As and, a participation in every one of the Swingline Loans and Letters of Credit (including the Specified Obligations of each Borrower in respect of each such Loan and each Reserve Account established pursuant to Section 7.03 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereof, (iv) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, all outstanding Canadian Revolving Loans denominated in each component Canadian Dollars shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Exchange Rate calculated as of the Designated Business Day immediately preceding the CAM Exchange Date, and on and after such date all such Loans shall constitute ABR Loans payable in U.S. Dollars and (v) immediately upon the date of expiration of the Contract Period in respect thereof, the Specified Obligations immediately following in respect of each B/A received in the deemed exchange of interests pursuant to clause (iii) above shall, automatically and with no further action required, be converted into U.S. Dollars, determined using the Exchange Rate calculated as of such date, and on and after such date all such Specified Obligations shall be payable in U.S. Dollars and bear interest at the rate applicable to ABR Loans 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. (ii) . Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 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 Loan or B/A or any participation in any Swingline Loan or Letter of Credit. Each Borrower agrees from time to time to execute and deliver to the Lenders U.S. Administrative Agent all such promissory notes and other instruments and documents as the U.S. Administrative 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 under this Agreement hereunder to the U.S. Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and B/As so executed and delivered; provided provided, that the failure of either Borrower to execute or deliver or of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iiib) As a result of the CAM Exchange, from upon and after the CAM Exchange Date, each payment received by the Administrative either Agent pursuant to any Loan Document this Agreement in respect of any of the Designated Specified Obligations shall be distributed to the Lenders, Lenders pro rata in accordance with their respective CAM Percentages. (iv) In the event that . Any direct payment received by a Lender on or after the CAM Exchange Date, the aggregate amount including by way of the Designated Obligations shall change as a result of the making set-off, in respect of a disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian Borrowers, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person Specified Obligation shall be entitled to withhold or deduct such amounts and pay paid over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties Applicable Agent for distribution to the extent (if any) provided Lenders in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was madeaccordance herewith.

CAM Exchange. (ia) On the CAM Exchange Date,: (Ai) the U.S. Facility Commitments and the Canadian Facility Commitments shall have terminated in accordance with Article VII;Section 11.01, (Bii) each U.S. Facility Lender shall fund its participation in any outstanding Swingline Loans and Protective Agent Advances in accordance with Section 2.04 Sections 2.01(b) and Section 2.05 of this Agreement(e), and each Canadian Facility Lender shall fund its participation in any outstanding Swingline Loans and Protective Agent Advances in accordance with Section 2.04 2.01(b) and Section 2.05;2.01(e), respectively, (Ciii) each U.S. Facility Lender shall fund its participation in any unreimbursed LC Disbursements Unpaid Drawings made under the applicable U.S. Facility Letters of Credit in accordance with pursuant to Section 2.06(e)3.04, and each Canadian Facility Lender shall fund its participation in any unreimbursed LC Disbursements Unpaid Drawings made under the applicable Canadian Facility Letters of Credit in accordance with pursuant to Section 2.06(e); 3.04, and (Div) the Lenders shall purchase in dollars purchase, at par the U.S. Dollar Equivalent of par, interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars U.S. Dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse each Issuing Banks Lender for unreimbursed LC Disbursements drawings under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Facility Commitments and the Canadian Facility Commitments in which it shall have participated participate immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (iib) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 13.04 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iiic) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (ivd) 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 disbursement under a Letter of Credit by an Issuing Bank Lender that is not reimbursed by the U.S. Borrowers or the Canadian applicable Borrowers, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars Lender for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (i) On the CAM Exchange Date, (A) the U.S. Revolver Commitments and the Canadian Revolver Commitments shall have terminated in accordance with Article VII;Section 11.2, (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement2.1.6, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05;2.1.6, (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements drawings made under the U.S. applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.3.2(b), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements drawings made under the Canadian applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.4.2(b); , and (D) the Lenders shall purchase in dollars at par interests (in Dollars) in the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse the applicable Issuing Banks Bank for unreimbursed LC Disbursements drawings under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Revolver Commitments and the Canadian Revolver Commitments in which it shall have participated participate immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 13.2 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an any Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian applicable Borrowers, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (i) On the CAM Exchange Date, (A) the U.S. Commitments Revolver Commitments, the U.K. Revolver Commitments, and the Canadian Revolver Commitments shall have terminated in accordance with Article VII;Section 11.2, (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and 2.1.6, each U.K. Lender shall fund its participation in any outstanding Protective Advances in accordance with Section 2.05 of this Agreement2.1.6, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05;2.1.6 (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements drawings made under the U.S. applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.3.2(b), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements drawings made under the Canadian applicable Letters of Credit pursuant to Section 2.4.2(b), and each U.K. Lender shall fund its participation in accordance with any unreimbursed drawings made under the applicable Letters of Credit pursuant to Section 2.06(e2.2.2(b); , and (D) the Lenders shall purchase in dollars at par interests (in Dollars) in the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse the applicable Issuing Banks Bank for unreimbursed LC Disbursements drawings under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Commitments Revolver Commitments, the U.K. Revolver Commitments, and the Canadian Revolver Commitments in which it shall have participated participate immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 13.2 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an any Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian applicable Borrowers, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (ia) On the CAM Exchange Date,: (Ai) the U.S. Facility Commitments and the Canadian Facility Commitments shall have terminated in accordance with Article VII;Section 11.01, (Bii) each U.S. Facility Lender shall fund its participation in any outstanding Swingline Loans and Protective Agent Advances in accordance with Section 2.04 Sections 2.01(b) and Section 2.05 of this Agreement(e), and each Canadian Facility Lender shall fund its participation in any outstanding Swingline Loans and Protective Agent Advances in accordance with Section 2.04 2.01(b) and Section 2.05;2.01(e), respectively, (Ciii) each U.S. Facility Lender shall fund its participation in any unreimbursed LC Disbursements Unpaid Drawings made under the applicable U.S. Facility Letters of Credit in accordance with pursuant to Section 2.06(e)3.04, and each Canadian Facility Lender shall fund its participation in any unreimbursed LC Disbursements Unpaid Drawings made under the applicable Canadian Facility Letters of Credit pursuant to Section 3.04, (iv) each Participating Foreign Currency Lender shall fund its Specified Foreign Currency Participation in accordance with any Specified Foreign Currency Loans pursuant to Section 2.06(e); 15.02, and (Dv) the Lenders shall purchase in dollars purchase, at par the U.S. Dollar Equivalent of par, interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars U.S. Dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse each Issuing Banks Lender for unreimbursed LC Disbursements drawings under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Facility Commitments and the Canadian Facility Commitments in which it shall have participated participate immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (iib) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 13.04 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iiic) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (ivd) 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 disbursement under a Letter of Credit by an Issuing Bank Lender that is not reimbursed by the U.S. Borrowers or the Canadian applicable Borrowers, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars Lender for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (i) On the CAM Exchange Date, , (A) the U.S. Revolver Commitments and the Canadian Revolver Commitments shall have terminated in accordance with Article VII; Section 11.2, (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 2.1.6 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05; 2.1.6, (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements drawings made under the U.S. applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.2.2(b), and (D) each Canadian Lender shall fund funds its participation in any unreimbursed LC Disbursements drawings made under the Canadian applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.3.2(b); and , and (DE) the Lenders shall purchase purchase, in dollars Dollars at par par, interests in the Dollar Equivalents of the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments in which it shall have participated immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange.178 (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 13.2 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian Borrowers, if applicableapplicable Borrower, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (ia) On the CAM Exchange Date,: (Ai) the U.S. Commitments and the Canadian Commitments shall have terminated in accordance with Article VII;Section 11, (Bii) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Agent Advances in accordance with Section 2.04 Sections 2.01(b) and Section 2.05 of this Agreement(e), and each Canadian Lender shall fund its participation in any outstanding Swingline Agent Advances or Overadvance Loans and Protective Advances in accordance with Section 2.04 Sections 2.01(e) and Section 2.05;2.01(f), respectively, (Ciii) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements Unpaid Drawings made under the U.S. applicable Letters of Credit in accordance with pursuant to Section 2.06(e)3.04, and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (Div) the Lenders shall purchase in dollars purchase, at par the U.S. Dollar Equivalent of par, interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars U.S. Dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks Lender for unreimbursed LC Disbursements drawings under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments in which it shall have participated participate immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (iib) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 13.04 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iiic) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Credit Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (ivd) 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 disbursement under a Letter of Credit by an Issuing Bank Lender that is not reimbursed by the U.S. Borrowers or the Canadian Borrowers, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars Lender for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (i) On the CAM Exchange Date, Date,(i) (A) the U.S. Canadian Commitments and the Canadian U.S. Commitments shall have terminated terminate in accordance with Article VII; VIII; (B) each U.S. Revolving Lender shall fund in Dollars its participation in any outstanding Swingline Protective Advances and Swing Line Loans in accordance with Section 2.01(c) and Section 2.04 of this Agreement; (C) each Canadian Revolving Lender shall fund in Dollars at par the Dollar Equivalent of its participation in any outstanding Protective Advances in accordance with Section 2.04 and Section 2.05 2.01(c) of this Agreement, and ; (D) each Canadian U.S. Revolving Lender shall fund in Dollars its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e)Unreimbursed Amount, and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and -223- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6 (DE) the Lenders shall purchase in dollars Dollars at par interests in the Designated Obligations under each Revolver Facility (pro rata in respect of the obligations of the U.S. Borrower and the Canadian Borrower, respectively, in the case of the Canadian Facility) (and shall make payments in dollars Dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks the applicable L/C Issuers for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility Unreimbursed Amounts such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments Facility in which it shall have participated immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such LenderXxxxxx’s CAM Percentage in each component of the Designated Obligations of the Canadian Borrower and the U.S. Borrower immediately following the CAM Exchange. (ii) . Each Lender and each Person acquiring a participation from any Lender as as(ii) contemplated by this Section 9.20 10.21 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the applicable Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) . As a result of the CAM Exchange, from and after the CAM Exchange Date, each each(iii) payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) . In the event that on or after the CAM Exchange Date, the aggregate amount of of(iv) the Designated Obligations shall change as a result of the making of a disbursement under a Letter of Credit by an Issuing Bank L/C Issuer that is not reimbursed by the U.S. Borrowers or the Canadian Borrowers, if applicableapplicable Borrower, then each Lender shall promptly reimburse such Issuing Bank L/C Issuer in dollars Dollars for the Dollar Amount of its CAM Percentage of such unreimbursed paymentpayment in the Dollar Amount thereof. Notwithstanding any other provision of this Section 9.2010.21, each the Administrative Agent and each(c) Lender Party agrees agree that if any the Administrative Agent or a Lender Party is required under applicable law or practice of a Governmental Authority to withhold or deduct any taxes Taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes Taxes or other amounts to the applicable Governmental Authority imposing such tax Tax without any obligation to indemnify such Administrative Agent or any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by the Administrative Agent or any Lender Party subject to such withholding to the Administrative Agent or any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of the Administrative Agent or such Lender Party subject to such withholding as against the Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated astreated, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.-224- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6

CAM Exchange. (i) On the CAM Exchange Date, (A1) the U.S. Commitments and the Canadian Commitments any Term Loan Commitment shall have terminated terminate in accordance with Article VII; (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (D2) the Lenders shall purchase in dollars at par par, interests in the Designated Obligations under each Revolver Facility Tranche (and shall make payments in dollars Dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under Term Loans made to the U.S. Commitments US Borrower and Term Loans made to the Canadian Commitments Borrower in which it shall have participated immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 7.03 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Term Loans under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian Borrowers, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.207.03, each Lender Party agrees that if any the Administrative Agent or a Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to the Administrative Agent or any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.207.03, having been paid to such Lender Party with respect to which such withholding or deduction was made.

CAM Exchange. (i) On the CAM Exchange Date, (A) the U.S. Revolver Commitments and the Canadian Revolver Commitments shall have terminated in accordance with Article VII;Section 11.2, (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 2.1.6 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05;2.1.6, 160 (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements drawings made under the U.S. applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.2.2(b), and , (D) each Canadian Lender shall fund funds its participation in any unreimbursed LC Disbursements drawings made under the Canadian applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.3.2(b); , and (DE) the Lenders shall purchase purchase, in dollars Dollars at par par, interests in the Dollar Equivalents of the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse the Issuing Banks for unreimbursed LC Disbursements drawings under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Revolver Commitments and the Canadian Revolver Commitments in which it shall have participated participate immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 13.2 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian Borrowers, if applicableapplicable Borrower, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (i) On the CAM Exchange Date, (A) the U.S. Commitments and the Canadian Commitments shall have terminated in accordance with Article VII; (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (D) the Lenders shall purchase in dollars at par Dollar Amount interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments in which it shall have participated immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange.. Table of Contents (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian BorrowersBorrower, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed paymentpayment in the Dollar Amount thereof. Notwithstanding any other provision of this Section 9.20, the Administrative Agent and each Lender Party agrees agree that if any the Administrative Agent or a Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify the Administrative Agent or any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by the Administrative Agent or any Lender Party subject to such withholding to the Administrative Agent or any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of the Administrative Agent or such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to the Administrative Agent or such Lender Party with respect to which such withholding or deduction was made.

CAM Exchange. (i) On the CAM Exchange Date, (A) the U.S. Commitments Commitment, the Tranche B Commitment, and the Canadian Commitments Tranche C Commitment shall have terminated terminate in accordance with Article VII; (B) each U.S. Revolving Lender shall fund in Dollars at par Dollar Amount its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and each Canadian Tranche B Revolving Lender shall fund in Dollars at par Dollar Amount its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05, and each Tranche C Revolving Lender shall fund in Dollars at par Dollar Amount its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Revolving Lender shall fund in Dollars at par Dollar Amount its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Tranche B Revolving Lender shall fund in Dollars at par Dollar Amount its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e), and each Tranche C Revolving Lender shall fund in Dollars at par Dollar Amount its participation in any unreimbursed LC Disbursements made under the European Letters of Credit in accordance with Section 2.06(e); and (D) the Lenders shall purchase in dollars Dollars at par Dollar Amount interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars Dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Commitments Commitment, the Tranche B Commitment and the Canadian Commitments Tranche C Commitment in which it shall have participated immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers Borrower, the Canadian Borrower, or the Canadian European Borrowers, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed paymentpayment in the Dollar Amount thereof. Notwithstanding any other provision of this Section 9.20, the Administrative Agent and each Lender Party agrees agree that if any the Administrative Agent or a Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify the Administrative Agent or any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by the Administrative Agent or any Lender Party subject to such withholding to the Administrative Agent or any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of the Administrative Agent or such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to the Administrative Agent or such Lender Party with respect to which such withholding or deduction was made.

CAM Exchange. (i) On the CAM Exchange Date, (A) the U.S. Revolver Commitments and the Canadian Revolver Commitments shall have terminated in accordance with Article VII;Section 11.2 of this Agreement, (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 2.1.6 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05;2.1.6 of this Agreement, (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements drawings made under the U.S. applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.2.2(b), and , (D) each Canadian Lender shall fund funds its participation in any unreimbursed LC Disbursements drawings made under the Canadian applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.3.2(b); , and (DE) the Lenders shall purchase purchase, in dollars Dollars at par par, interests in the Dollar Equivalents of the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse the Issuing Banks for unreimbursed LC Disbursements drawings under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Revolver Commitments and the Canadian Revolver Commitments in which it shall have participated participate immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 13.2 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian Borrowers, if applicableapplicable Borrower, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (i) On the CAM Exchange Date, (Aa) the Borrower Group Commitments for U.S. Commitments Revolver Loans and the Borrower Group Commitments for Canadian Commitments Revolver Loans shall have terminated in accordance with Article VII;Section 11.2 of this Agreement, (Bb) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 4.1.3(b) and Section 2.05 2.1.8 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 4.1.3(b) and Section 2.05;2.1.8 of this Agreement, (Cc) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements drawings made under the applicable U.S. Letters of Credit in accordance with pursuant to Section 2.06(e2.3.2(b), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements drawings made under the applicable Canadian Letters of Credit in accordance with pursuant to Section 2.06(e2.3.2(b); , and (Dd) the Lenders shall purchase in dollars at par interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks Bank for unreimbursed LC Disbursements drawings under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the Borrower Group Commitments for U.S. Commitments Revolver Loans and the Borrower Group Commitments for Canadian Commitments Revolver Loans in which it shall have participated participate immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 13.2 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian BorrowersBorrower, if as applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.2014.12, each Lender Party agrees of Agents and Lenders agree that if any Lender Party of Agents or Lenders is required under applicable law Applicable Law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party of Agents or Lenders with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party Agents or Lenders subject to such withholding to Agents or any other Lender Party Lenders making such withholding and paying over such amounts, but without diminution of the rights of Agents or such Lender Party Lenders subject to such withholding as against Borrowers and the other Loan Parties Obligors to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.2014.12, having been paid to Agents or such Lender Party Lenders with respect to which such withholding or deduction was made.

CAM Exchange. (i) On the CAM Exchange Date, (A) the U.S. Revolver Commitments and the Canadian Revolver Commitments shall have terminated in accordance with Article VII;Section 11.2 of this Agreement, (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 2.1.6 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05;2.1.6 of this Agreement, (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements drawings made under the U.S. applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.3.2(b), and , (D) each Canadian Lender shall fund funds its participation in any unreimbursed LC Disbursements drawings made under the Canadian applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.3.3(b); , and (DE) the Lenders shall purchase purchase, in dollars Dollars at par par, interests in the Dollar Equivalents of the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse the Issuing Banks for unreimbursed LC Disbursements drawings under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Revolver Commitments and the Canadian Revolver Commitments in which it shall have participated participate immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 13.2 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian Borrowers, if applicableapplicable Borrower, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) On the CAM Exchange Date, (A) the U.S. Commitments and the Canadian Revolving Commitments shall have automatically and without further act be terminated in accordance with Article VII; Section 9.02; (Bii) each U.S. Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and 2.04(b); (iii) each Canadian L/C Revolving Lender shall fund its participation L/C Advance in any outstanding Swingline Loans L/C Borrowings; and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (Div) the Revolving Lenders shall purchase in dollars at par (and in the currencies in which such Designated Revolving Obligations are denominated) interests in the Designated Revolving Obligations under each Revolver Revolving Facility (and shall make payments in dollars to the Administrative Applicable Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchasespurchase) and shall assume the obligations to reimburse Issuing Banks the applicable L/C Issuer for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility L/C Borrowings such that, in lieu of the interests of after giving effect to such payments, each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments in which it shall have participated immediately prior to the CAM Exchange Date, such Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in each component of the Designated Revolving Obligations immediately following under each Revolving Facility and shall have the obligation to reimburse each L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing. It is understood and agreed that Revolving Lenders holding interests in B/As on the Revolving CAM Exchange Date shall discharge the obligations to fund such B/As at maturity in exchange for the interests acquired by such Revolving Lenders in funded Revolving Loans in the Revolving CAM Exchange. (ii) . Each Revolving Lender and each Person acquiring a participation from any Revolving Lender as contemplated by this Section 9.20 11.06 hereby consents and agrees to the Revolving CAM Exchange. Each Borrower of the Revolving Lenders agrees from time to time to execute and deliver to the Lenders 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 Revolving Lenders after giving effect to the Revolving CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Loans under this Credit Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Revolving Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the Revolving CAM Exchange. (iiib) As a result of the Revolving CAM Exchange, from and after the Revolving CAM Exchange Date, each payment received by the Administrative Applicable Agent pursuant to any Loan Credit Document in respect of any of the Designated Revolving Obligations shall be distributed to the Lenders, Revolving Lenders on a pro rata basis in accordance with their respective Revolving CAM Percentages. (ivc) In the event that on or after the Revolving CAM Exchange DateExchange, the aggregate amount of the Designated Obligations shall change as a result of the making of a disbursement an L/C Borrowing is made under a any Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian Borrowersapplicable Borrower, if applicable, then each Revolving Lender shall promptly reimburse provide its L/C Advance to such Issuing Bank in dollars L/C Issuer for the Dollar Amount of its Revolving CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this L/C Borrowing. (d) This Section 9.20, each Lender Party agrees that 2.14 shall only apply if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to there are Foreign Credit Parties on the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was madeRevolving CAM Exchange Date.

CAM Exchange. (ia) On the CAM Exchange Date, , (Ai) the U.S. Commitments and the Canadian Commitments shall have automatically and without further act be terminated as provided in accordance with Article VII; Section 7.01 and (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (Dii) the Lenders shall purchase in dollars at par automatically and without further act be deemed to have exchanged interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the particular Designated Obligations under the U.S. Commitments and the Canadian Commitments in which that it shall have participated immediately own as of such date and prior to the CAM Exchange DateExchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of all the Designated Obligations immediately following the CAM Exchange. (ii) Obligations. Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 9.04 hereby consents and agrees to the CAM Exchange. Each Borrower of the Lenders agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement hereunder to the Administrative Agent against delivery of any promissory notes so executed and deliveredAgent; provided that the failure to execute xxxxx 110 (c) reflect an agreement entered into solely among the Lenders (and not any Borrower or other Loan Party) and the consent of any Lender to deliver Borrower or accept any such promissory note, instrument or document other Loan Party shall not affect the validity or effectiveness of be required to give effect to the CAM Exchange. (iii) As Exchange or with respect to any action taken by the Lenders or the Administrative Agent pursuant to such provisions. ¶As a result of the CAM Exchange, from on and after the CAM Exchange Date, each payment received by the Administrative an Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, Lenders pro rata in accordance with their respective CAM Percentages. Percentages (ivto be redetermined as of each such date of payment or distribution to the extent required by paragraph (c) In the event that on or below), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the aggregate amount of the Designated Obligations shall change as a result of the making assignment of a disbursement under proportionate part of all an assigning Lender’s rights and obligations in respect of a Letter single Class of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers Commitments or the Canadian Borrowers, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was madeLoans.

CAM Exchange. 1. On the Revolving CAM Exchange Date, (i) On the CAM Exchange Date, (A) the U.S. Commitments and the Canadian Revolving Commitments shall have automatically and without further act be terminated in accordance with Article VII; Section 9.02; (Bii) each U.S. Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and 2.04(b); (iii) each Canadian Dollar Revolving Lender shall fund its participation L/C Advance in any outstanding Swingline Loans L/C Borrowings; and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (Div) the Revolving Lenders shall purchase in dollars at par (and in the currencies in which such Designated Revolving Obligations are denominated) interests in the Designated Revolving Obligations under each Revolver Revolving Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchasespurchase) and shall assume the obligations to reimburse Issuing Banks the L/C Issuer for unreimbursed LC Disbursements L/C Borrowings under outstanding Letters of Credit under such Revolver the Dollar Revolving Facility such that, in lieu of the interests of after giving effect to such payments, each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments in which it shall have participated immediately prior to the CAM Exchange Date, such Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in each component of the Designated Revolving Obligations immediately following under each Revolving Facility and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Exchange. (ii) Percentage of each L/C Borrowing under the Dollar Revolving Facility. Each Revolving Lender and each Person acquiring a participation from any Revolving Lender as contemplated by this Section 9.20 11.06 hereby consents and agrees to the Revolving CAM Exchange. Each Borrower of the Revolving Lenders agrees from time to time to execute and deliver to the Lenders 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 Revolving Lenders after giving effect to the Revolving CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Loans under this Credit Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Revolving Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the Revolving CAM Exchange. (iii) 2. As a result of the Revolving CAM Exchange, from and after the Revolving CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Credit Document in respect of any of the Designated Revolving Obligations shall be distributed to the Lenders, Revolving Lenders on a pro rata basis in accordance with their respective Revolving CAM Percentages. (iv) 3. In the event that on or after the Revolving CAM Exchange DateExchange, the aggregate amount of the Designated Obligations shall change as a result of the making of a disbursement an L/C Borrowing is made under a any Letter of Credit by an Issuing Bank under the Dollar Revolving Facility that is not reimbursed by the U.S. Borrowers or the Canadian BorrowersBorrower, if applicable, then each Revolving Lender shall promptly reimburse such Issuing Bank in dollars provide its L/C Advance to the L/C Issuer for the Dollar Amount of its Revolving CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was madeL/C Borrowing.

CAM Exchange. (i) On the CAM Exchange Date, (A) the U.S. Commitments and the Canadian Commitments shall have terminated in accordance with Article VII; (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (D) the Lenders shall purchase in dollars at par interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments in which it shall have participated immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian Borrowers, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed paymentpayment in the Equivalent Amount in dollars. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (i) On the CAM Exchange Date, (A) the U.S. Commitments and the Canadian Commitments shall have terminated in accordance with Article VII; (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (D) the Lenders shall purchase in dollars at par interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments in which it shall have participated immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian BorrowersBorrower, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed paymentpayment in the Equivalent Amount in dollars. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (i) On the CAM Exchange Date, (A) the U.S. Revolver Commitments and the Canadian Revolver Commitments shall have terminated in accordance with Article VII;Section 11.2, (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 2.1.6 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05;2.1.6, (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements drawings made under the U.S. applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.2.2(b), and , (D) each Canadian Lender shall fund funds its participation in any unreimbursed LC Disbursements drawings made under the Canadian applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.3.2(b); , and (DE) the Lenders shall purchase purchase, in dollars Dollars at par par, interests in the Dollar Equivalents of the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse the Issuing Banks for unreimbursed LC Disbursements drawings under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Revolver Commitments and the Canadian Revolver Commitments in which it shall have participated participate immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 13.2 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian Borrowers, if applicableapplicable Borrower, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (i) On the CAM Exchange Date, (A) the U.S. Commitments and the Canadian Commitments shall have terminated in accordance with Article VII; (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (D) the Lenders shall purchase in dollars at par interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments in which it shall have participated immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian BorrowersBorrower, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed paymentpayment in the Equivalent Amount in dollars. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) On the CAM Exchange Date, (A) the U.S. Commitments and the Canadian Revolving Commitments shall have automatically and without further act be terminated in accordance with Article VII; Section 9.02; (Bii) each U.S. Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and 2.04(b); (iii) each Canadian L/C Revolving Lender shall fund its participation L/C Advance in any outstanding Swingline Loans L/C Borrowings; and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (Div) the Revolving Lenders shall purchase in dollars at par (and in the currencies in which such Designated Revolving Obligations are denominated) interests in the Designated Revolving Obligations under each Revolver Revolving Facility (and shall make payments in dollars to the Administrative Applicable Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchasespurchase) and shall assume the obligations to reimburse Issuing Banks the applicable L/C Issuer for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility L/C Borrowings such that, in lieu of the interests of after giving effect to such payments, each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments in which it shall have participated immediately prior to the CAM Exchange Date, such Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in each component of the Designated Revolving Obligations immediately following under each Revolving Facility and shall have the obligation to reimburse each L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing. It is understood and agreed that Revolving Lenders holding interests in B/As on the Revolving CAM Exchange Date shall discharge the obligations to fund such B/As at maturity in exchange for the interests acquired by such Revolving Lenders in funded Revolving Loans in the CAM Exchange. (ii) . Each Revolving Lender and each Person acquiring a participation from any Revolving Lender as contemplated by this Section 9.20 11.06 hereby consents and agrees to the Revolving CAM Exchange. Each Borrower of the Revolving Lenders agrees from time to time to execute and deliver to the Lenders 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 Revolving Lenders after giving effect to the Revolving CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Loans under this Credit Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Revolving Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the Revolving CAM Exchange. (iiib) As a result of the Revolving CAM Exchange, from and after the Revolving CAM Exchange Date, each payment received by the Administrative Applicable Agent pursuant to any Loan Credit Document in respect of any of the Designated Revolving Obligations shall be distributed to the Lenders, Revolving Lenders on a pro rata basis in accordance with their respective Revolving CAM Percentages. (ivc) In the event that on or after the Revolving CAM Exchange DateExchange, the aggregate amount of the Designated Obligations shall change as a result of the making of a disbursement an L/C Borrowing is made under a any Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian Borrowersapplicable Borrower, if applicable, then each Revolving Lender shall promptly reimburse provide its L/C Advance to such Issuing Bank in dollars L/C Issuer for the Dollar Amount of its Revolving CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this L/C Borrowing. (d) This Section 9.20, each Lender Party agrees that 2.14 shall only apply if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to there are Foreign Credit Parties on the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was madeRevolving CAM Exchange Date.

CAM Exchange. (ia) On the CAM Exchange Date,: (Ai) the U.S. Commitments and the Canadian Commitments shall have terminated in accordance with Article VII; (B) first, each U.S. Multicurrency RCF Lender shall fund its participation in any outstanding Swingline Multicurrency RCF Swing Line Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement2.04; (ii) second, and each Canadian US Dollar RCF Lender shall fund its participation in any outstanding Swingline US Dollar RCF Swing Line Loans and Protective Advances in accordance with Section 2.04 and Section 2.052.04; (Ciii) third, each U.S. Multicurrency RCF Lender shall fund its full participation in any unreimbursed LC Disbursements made drawings, payments and disbursements under the U.S. any Multicurrency RCF Letters of Credit in accordance with Section 2.06(e)2.03; (iv) fourth, and each Canadian US Dollar RCF Lender shall fund its full participation in any unreimbursed LC Disbursements made drawings, payments and disbursements under the Canadian any US Dollar RCF Letters of Credit in accordance with Section 2.06(e); and2.03; (Dv) fifth, the Lenders shall purchase in dollars purchase, at par the Dollar Equivalent of par, interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars Dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Commitments Term A-1 Facility, Term A-2 Facility, Term B Facility, Multicurrency Revolving Credit Facility and the Canadian Commitments US Dollar Revolving Credit Facility in which it shall have participated participate immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (iib) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 11.06 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iiic) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (ivd) 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 disbursement under a Letter of Credit by an Issuing Bank L/C Issuer that is not reimbursed by the U.S. Borrowers or the Canadian applicable Borrowers, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars L/C Issuer for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision . (e) In the event that on or after the CAM Exchange Date, the aggregate amount of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or the Designated Obligations shall change as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to of the making of a disbursement under a Letter of Credit by an L/C Issuer that is not reimbursed by the applicable Governmental Authority imposing Borrowers, then each Lender shall promptly reimburse such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights L/C Issuer for its CAM Percentage of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.unreimbursed payment

CAM Exchange. (i) On the CAM Exchange Date, (A) the U.S. Commitments and the Canadian Commitments shall have terminated in accordance with Article VII; (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05; (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and (D) the Lenders shall purchase in dollars at par interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments in which it shall have participated immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange.. US-DOCS\114000287.20119598083.7 (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian Borrowers, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.

CAM Exchange. (i) On the CAM Exchange Date, (A1) the U.S. Revolver Commitments and the Canadian Revolver Commitments shall have terminated in accordance with Article VII;Section 11.2, (B2) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement2.1.5, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05;2.1.5. (C3) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements drawings made under the U.S. applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.3.2(b), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements drawings made under the Canadian applicable Letters of Credit in accordance with pursuant to Section 2.06(e2.4.2(b); , and (D4) the Lenders shall purchase in dollars at par interests (in Dollars) in the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse the applicable Issuing Banks Bank for unreimbursed LC Disbursements drawings under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Revolver Commitments and the Canadian Revolver Commitments in which it shall have participated participate immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange. (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 13.2 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders 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 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 under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages. (iv) 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 disbursement under a Letter of Credit by an any Issuing Bank that is not reimbursed by the U.S. Borrowers or the Canadian applicable Borrowers, if applicable, then each Lender shall promptly reimburse such Issuing Bank in dollars for the Dollar Amount of its CAM Percentage of such unreimbursed payment. Notwithstanding any other provision of this Section 9.20, each Lender Party agrees that if any Lender Party is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify any Lender Party with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by any Lender Party subject to such withholding to any other Lender Party making such withholding and paying over such amounts, but without diminution of the rights of such Lender Party subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to such Lender Party to which such withholding or deduction was made.