Common use of CAM Exchange Clause in Contracts

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) interests in the Designated Revolving Obligations under each Revolving Facility (and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM 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 Section 11.06 hereby consents and agrees to the Revolving CAM Exchange. Each of the Revolving Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the 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.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated in accordance with Section 9.02; 8.02, (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (automatically and in the currencies in which such Designated Revolving Obligations are denominated) without further act be deemed to have exchanged interests in the Designated Revolving Obligations such that, in lieu of the interests of each Lender in the Designated Obligations under each Revolving Facility (and Tranche in which it shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to participate as of such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility date, such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility of the Tranches and shall have (iii) simultaneously with the obligation deemed exchange of interests pursuant to reimburse clause (ii) above, the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under 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 Revolving FacilityAmount, 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 Revolving Lender and Lender, each Person person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 10.07 and each Borrower hereby consents and agrees to the Revolving CAM Exchange. Each of the Revolving Borrowers and the Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the 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 hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Revolving 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 Revolving CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, (i) each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph below) and (ii) Section 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, 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 L/C Issuer that is not reimbursed by the Company, 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 own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Tranches (and the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Amount of such amount in accordance with the first sentence of this Section 8.06), and (iii) in the event distributions shall have been made in accordance with clause (i) of the preceding paragraph, the Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each such disbursement and L/C Advance been outstanding on the CAM Exchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive, absent manifest error.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated in accordance with Section 9.02; 8.02, (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (automatically and in the currencies in which such Designated Revolving Obligations are denominated) without further act be deemed to have exchanged interests in the Designated Revolving Obligations such that, in lieu of the interests of each Lender in the Designated Obligations under each Revolving Facility (and Tranche in which it shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to participate as of such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility date, such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility of the Tranches and shall have (iii) simultaneously with the obligation deemed exchange of interests pursuant to reimburse clause (ii) above, the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under 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 Revolving FacilityAmount, 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 Dollars at the rate otherwise applicable hereunder. Each Revolving Lender and Lender, each Person person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 10.07 and each Borrower hereby consents and agrees to the Revolving CAM Exchange. Each of the Revolving Borrowers and the Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the 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 hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Revolving 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 Revolving CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph below). 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 L/C Issuer that is not reimbursed by the Company, 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 own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Tranches (and the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Amount of such amount in accordance with the first sentence of this Section 8.06), and (iii) in the event distributions shall have been made in accordance with clause (i) of the preceding paragraph, the Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each such disbursement and L/C Advance been outstanding on the CAM Exchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive, absent manifest error.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments Lenders shall automatically and without further act action be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) deemed to have exchanged interests in the Designated Revolving Specified Obligations under the Tranches (and participation interests in U.S. Letters of Credit, U.S. Swingline Loans and Foreign Swingline Loans) such that, in lieu of the interest of each Lender in the Specified Obligations under each Revolving Facility Tranche in which it shall participate as of such date (including the principal, reimbursement, interest and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to fee obligations of each Borrower in respect of each such purchaseTranche) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such thatLender’s participation interests in U.S. Letters of Credit, after giving effect to U.S. Swingline Loans and Foreign Swingline Loans, such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Exchange Percentage in the Designated Revolving Specified Obligations under each Revolving Facility of the Tranches (including the principal, reimbursement, interest and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage fee obligations of each L/C Borrowing under the Dollar Revolving FacilityBorrower in respect of each such Tranche) and hold a participation interest in each U.S. Letter of Credit, U.S. Swingline Loan and Foreign Swingline Loan equal to its CAM Exchange Percentage thereof. Each Revolving Lender Lender, each Participant, each Borrower and each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 the Agent hereby consents and agrees to the Revolving CAM Exchange. Each of the Revolving Lenders Lender and each Borrower hereby agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Revolving Lenders after giving effect to the Revolving CAM Exchange; provided, 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 however, that the failure of any Revolving Borrower to execute and 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 Revolving CAM Exchange. On the CAM Exchange Date, each Lender whose funded Exposures after giving effect to the CAM Exchange shall exceed its funded Exposures before giving effect thereto shall pay to the Agent the amount of such excess in the applicable currency or currencies (or, if requested by the Agent, in U.S. Dollars), and the Agent shall pay to each of the Lenders, out of the amount so received by it, the amount by which such Lender’s funded Exposures before giving effect to the CAM Exchange exceeds such funded Exposures after giving effect to the CAM Exchange.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically, and without further act, be terminated as provided in Section 7.2, (ii) the Lenders shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) deemed to have exchanged interests in the Designated Revolving Obligations under each Revolving Facility (and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such that, after giving effect in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and prior to the CAM Exchange, such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in all the Designated Revolving Obligations under each Revolving Facility and shall have (iii) simultaneously with the obligation deemed exchange of interests pursuant to reimburse clause (ii) above, the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under 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 Revolving FacilityEquivalent, determined using the Spot Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Lenders in respect of such Designated Obligations shall accrue and be payable in Dollars at the rate otherwise applicable hereunder. Each Revolving Lender and Lender, each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 9.6, and each Credit Party hereby consents and agrees to the Revolving CAM Exchange. Each of the Revolving Credit Parties and the Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the 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 hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Revolving Credit Party 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 Revolving CAM Exchange.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each ABT Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 9.02; (ii2.05(c)) each Dollar Revolving Lender shall fund its participation participations in any outstanding the Swingline Loans in accordance with Section 2.04(b); an amount equal to such Lender's ABT Percentage of each such Swingline Loan outstanding on such date, (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and simultaneously with the automatic conversions pursuant to clause (iv) below, the Revolving Lenders shall purchase at par (automatically and in the currencies in which such Designated Revolving Obligations are denominated) without further act be deemed to have exchanged interests in the Designated Revolving Obligations under each Revolving Facility (Class of Loans and shall make payments to in respect of the Administrative Agent for reallocation to other Revolving Lenders to LC Exposures and the extent necessary to give effect to such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility Swingline Exposures such that, after giving effect to in lieu of the interests of each Lender in the Designated Obligations under each Class of Loans and in respect of the LC Exposures and the Swingline Exposures in which it shall participate as of such paymentsdate (including the principal, interest and fee obligations of each Revolving Borrower in respect of the Loans and LC Disbursements within each such Class), such Lender shall own an interest equal to such Revolving Lender’s Revolving 's CAM Percentage in the Designated Revolving Obligations under each Revolving Facility Class of Loans and shall have in respect of the obligation to reimburse LC Exposures and the L/C Issuer for its Revolving CAM Percentage Swingline Exposures (including the principal, interest and fee obligations of each L/C Borrowing under Borrower in respect of the Dollar Revolving FacilityLoans and LC Disbursements within each such Class), and (iv) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, the interests in the Loans to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Lenders in respect of the Designated Obligations shall accrue and be payable in Euro at the rates otherwise applicable hereunder. Each Revolving Lender and Lender, each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 9.04, Goodyear and each Borrower hereby consents and agrees to the Revolving CAM Exchange. Each of After the Revolving Lenders CAM Exchange Date, Goodyear, each Borrower, each Issuing Bank and each Lender agrees from time to time to execute and deliver to the Administrative Agent Agents all such promissory notes and other instruments and documents as the Administrative Agent Agents 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 hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of Goodyear, any Revolving Borrower or any Issuing Bank to execute or deliver or of any Issuing Bank or Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the Revolving CAM Exchange. As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Credit Document in respect of the Designated Obligations, and each distribution made by the Administrative Agent pursuant to any Security Document in respect of the Designated Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender on or after the CAM Exchange Date, including by way of set-off, in respect of a Designated Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

CAM Exchange. (a) On the Revolving CAM Exchange Date, to the extent not prohibited by a Requirement of Law, all Loans outstanding in any currency other than Dollars shall be converted to Dollars (icalculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) and shall be ABR Loans, and (ii) the Revolving Commitments Lenders shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) deemed to have exchanged interests in the Designated Revolving Obligations under each Revolving Facility Classes (and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchasethan Competitive Loans) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such that, after giving effect to in lieu of the interests of each Lender in each Class in which it shall participate as of such paymentsdate (including such Lender’s interest in the Designated Obligations of each Borrower in respect of each such Class), each Revolving such Lender shall own hold an interest in every one of the Classes (including the Designated Obligations of each Borrower in respect of each such Class but excluding Competitive Loans and participations in undrawn Letters of Credit), whether or not such Lender shall previously have participated therein, equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under the Dollar Revolving Facilitythereof. Each Revolving Lender Lender, the Company and each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 other Borrower hereby consents and agrees to the Revolving CAM Exchange, and each Lender hereby 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 Class. Each of the Revolving Lenders The Company and each other Borrower and each Lender agrees from time to time to execute and deliver to the General Administrative Agent all such promissory notes and other instruments and documents as the General 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 hereunder to the General Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Company or any Revolving other 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 Revolving CAM Exchange. In the event that on the CAM Exchange Date any Swingline Loan shall be outstanding (other than any Swingline Loan in respect of which U.S. Lenders have funded their purchase of participations pursuant to Section 5.01), then each U.S. Lender (determined immediately prior to the CAM Exchange) shall, in accordance with the provisions of Section 5.01, promptly purchase from the Swingline Lender a participation in such Swingline Loan in the amount of such Lenders’ Applicable Percentage of such Swingline Loan (determined immediately prior to the CAM Exchange).

CAM Exchange. (a) On Notwithstanding anything to the Revolving contrary contained herein, on the CAM Exchange Date, to the extent not otherwise prohibited by law, (ia) the Revolving Commitments shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) terminated, the Revolving Lenders shall purchase at par (automatically and in the currencies in which such Designated Revolving Obligations are denominated) without further act be deemed to have exchanged interests in the Designated Revolving Obligations such that, in lieu of the interests of each Lender in the Designated Obligations under each Revolving Facility (and Loan in which it shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to participate as of such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility date, such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility of the Loans, whether or not such Lender shall previously have participated therein, and shall have (b) simultaneously with the obligation deemed exchange of interests pursuant to reimburse clause (a) above, the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under 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 Revolving FacilityEquivalent of such amount (as of the Business Day immediately prior to the CAM Exchange Date) 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 Dollars at the rate otherwise applicable hereunder. Each Revolving Lender and Lender, each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 9.04 and the Borrower hereby consents and agrees to the Revolving CAM Exchange. Each It is understood and agreed that the CAM Exchange, in itself, will not affect the aggregate amount of Designated Obligations owing by the Revolving Obligors. The Borrower and the Lenders agrees agree from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the 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 hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Borrower to execute or deliver or 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. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment). Any direct payment received by a Lender on or after the CAM Exchange Date, including by way of set-off, in respect of a Designated Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

CAM Exchange. (a) On Notwithstanding anything to the Revolving contrary contained herein, on the CAM Exchange Date, to the extent not otherwise prohibited by law, (ia) the Revolving Commitments shall automatically and without further act be terminated in accordance with Section 9.02; terminated, (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (ivb) the Revolving Lenders shall purchase at par (automatically and in the currencies in which such Designated Revolving Obligations are denominated) without further act be deemed to have exchanged interests in the Designated Revolving Obligations such that, in lieu of the interests of each Lender in the Designated Obligations under each Revolving Facility (and Advance in which it shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to participate as of such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility date, such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility of the Advances, 102 whether or not such Lender shall previously have participated therein, and shall have (c) simultaneously with the obligation deemed exchange of interests pursuant to reimburse clause (a) above, the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under 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 Revolving FacilityEquivalent of such amount (as of the Business Day immediately prior to the CAM Exchange Date) 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 Dollars at the rate otherwise applicable hereunder. Each Revolving Lender and Lender, each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 9.07 and the Borrower hereby consents and agrees to the Revolving CAM Exchange. Each It is understood and agreed that the CAM Exchange, in itself, will not affect the aggregate amount of Designated Obligations owing by the Revolving Loan Parties. The Borrower and the Lenders agrees agree from time to time to execute and deliver to the Administrative Agent and the Multicurrency Agent all such promissory notes and other instruments and documents as the Administrative Agent and/or the Multicurrency 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 Notes originally received by it in connection with its Revolving Loans under this Credit Agreement Advances hereunder to the Administrative Applicable Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Borrower to execute or deliver or 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. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed, subject to Section 6.04, to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment). Any direct payment received by a Lender on or after the CAM Exchange Date, including by way of set-off, in respect of a Designated Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) to the Revolving Commitments extent not prohibited by a requirement of law, all Loans outstanding in any Currency other than Dollars shall be converted to Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) and shall be ABR Loans, and (ii) the Lenders shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) deemed to have exchanged interests in the Designated Revolving Obligations under each Revolving Facility (and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility Classes such that, after giving effect to in lieu of the interests of each Lender in each Class in which it shall participate as of such paymentsdate (including such Lender’s interest in the Designated Obligations of each Loan Party in respect of each such Class), each Revolving such Lender shall own hold an interest in every one of the Classes (including the Designated Obligations of each Loan Party in respect of each such Class but excluding participations in undrawn Letters of Credit), whether or not such Lender shall previously have participated therein, equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under the Dollar Revolving Facilitythereof. Each Revolving Lender Lender, Holdings and each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 Borrower hereby consents and agrees to the Revolving CAM Exchange, and each Lender hereby 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 Class. Each of the Revolving Lenders Holdings, each Borrower and each Lender agrees from time to time to execute and deliver to the General Administrative Agent all such promissory notes and other instruments and documents as the General 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 hereunder to the General Administrative Agent against delivery of any promissory notes so executed and delivered; provided provided, however, that the failure of any Revolving 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 Revolving CAM Exchange. In the event that on the CAM Exchange Date any Swingline Loan shall be outstanding (other than any Swingline Loan in respect of which Revolving Lenders have funded their purchase of participations pursuant to Section 2.22), then each applicable Revolving Lender (determined immediately prior to the CAM Exchange) shall, in accordance with the provisions of Section 2.22, promptly purchase from the Swingline Lender a participation in such Swingline Loan in the amount of such Revolving Lenders’ applicable Pro Rata Percentage of such Swingline Loan (determined immediately prior to the CAM Exchange).

CAM Exchange. (a) 1. On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) interests in the Designated Revolving Obligations under each Revolving Facility (and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM 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 Section 11.06 hereby consents and agrees to the Revolving CAM Exchange. Each of the Revolving Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the 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.

CAM Exchange. (a) On the Revolving CAM Exchange Date, to the extent not prohibited by a Requirement of Law, all Loans outstanding in any currency other than Dollars shall be converted to Dollars (icalculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) and shall be ABR Revolving Loans, and (ii) the Revolving Commitments Lenders shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) deemed to have exchanged interests in the Designated Revolving Obligations under each Revolving Facility (and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility Classes such that, after giving effect to in lieu of the interests of each Lender in each Class in which it shall participate as of such paymentsdate (including such Lender's interest in the Designated Obligations of each Credit Party in respect of each such Class), each Revolving such Lender shall own hold an interest in every one of the Classes (including the Designated Obligations of each Credit Party in respect of each such Class but excluding participations in undrawn Letters of Credit), whether or not such Lender shall previously have participated therein, equal to such Revolving Lender’s Revolving 's CAM Percentage in the Designated Revolving Obligations under each Revolving Facility and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under the Dollar Revolving Facilitythereof. Each Revolving Lender Lender, the Company and each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 other Borrower hereby consents and agrees to the Revolving CAM Exchange, and each Lender hereby 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 Class. Each of the Revolving Lenders The Company and each other Borrower and each Lender agrees from time to time to execute and deliver to the General Administrative Agent all such promissory notes and other instruments and documents as the General 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 hereunder to the General Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Company or any Revolving other 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 Revolving CAM Exchange. In the event that on the CAM Exchange Date any Swingline Loan shall be outstanding (other than any Swingline Loan in respect of which U.S. Revolving Lenders have funded their purchase of participations pursuant to Section 5.01), then each U.S. Revolving Lender (determined immediately prior to the CAM Exchange) shall, in accordance with the provisions of Section 5.01, promptly purchase from the Swingline Lender a participation in such Swingline Loan in the amount of such Lenders' Applicable Percentage of such Swingline Loan (determined immediately prior to the CAM Exchange).

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated as provided in accordance with Section 9.02; 7.01 and (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (automatically and in the currencies in which such Designated Revolving Obligations are denominated) without further act be deemed to have exchanged interests in the Designated Revolving Obligations under the Tranches such that, in lieu of the interests of each Lender in the Designated Obligations under each Revolving Facility Tranche in which it shall participate as of such date (including the principal, reimbursement, interest and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to fee obligations of each Borrower in respect of each such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility Tranche), such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility of the Tranches (including the principal, reimbursement, interest and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage fee obligations of each L/C Borrowing under the Dollar Revolving FacilityBorrower in respect of each such Tranche). Each Revolving Lender and Lender, each Person person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 10.04, Holdings, the Company, ASII and each other Borrower hereby consents and agrees to the Revolving CAM Exchange. Each of Holdings, the Revolving Lenders Company, ASII, each other Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent Agents all such promissory notes and other instruments and documents as the Administrative Agent Agents 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 hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Company, ASII or any Revolving other 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 Revolving CAM Exchange. In the event that on the CAM Exchange Date any Swingline Loan shall be outstanding (other than any Swingline Loan in respect of which Lenders have funded their purchase of participations pursuant to Section 2.06(c)), then each US Tranche Lender (determined immediately prior to the CAM Exchange) shall, in accordance with the provisions of Section 2.06(c), promptly purchase from the Swingline Lender a participation in such Swingline Loan in the amount of such Lender’s Applicable Percentage of such Swingline Loan (determined immediately prior to the CAM Exchange). As a result of the CAM Exchange, on and after the CAM Exchange Date, (i) each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph below) and (ii) Section 2.17(e) shall not apply with respect to any Taxes required to be withheld or deducted by a Borrower from or in respect of payments hereunder to any Lender or Administrative Agent that exceed the Taxes such Borrower would have otherwise been required to withhold or deduct from or in respect of payments to such Lender or Administrative Agent had such CAM Exchange not occurred.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar L/C Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) interests in the Designated Revolving Obligations under each Revolving Facility (and shall make payments to the Administrative Applicable Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchase) and shall assume the obligations to reimburse the applicable L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Section Page Percentage in the Designated Revolving Obligations under each Revolving Facility and shall have the obligation to reimburse the each L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under Borrowing. It is understood and agreed that Revolving Lenders holding interests in B/As on the Dollar Revolving FacilityCAM 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. Each Revolving Lender and each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 hereby consents and agrees to the Revolving CAM Exchange. Each of the Revolving Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the 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.

CAM Exchange. (a) On the Revolving CAM Exchange Date, to the extent not prohibited by applicable law, all Loans outstanding in any currency other than Dollars shall be converted to Dollars (icalculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) and shall be ABR Loans, and (ii) the Revolving Commitments Lenders shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) deemed to have exchanged interests in the Designated Revolving Obligations under each Revolving Facility Classes (and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchasethan Competitive Loans) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such that, after giving effect to in lieu of the interests of each Lender in each Class in which it shall participate as of such paymentsdate (including such Lender’s interest in the Designated Obligations of each Borrower in respect of each such Class), each Revolving such Lender shall own hold an interest in every one of the Classes (including the Designated Obligations of each Borrower in respect of each such Class but excluding Competitive Loans and participations in undrawn Letters of Credit), whether or not such Lender shall previously have participated therein, equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under the Dollar Revolving Facilitythereof. Each Revolving Lender Lender, the Company and each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 other Borrower hereby consents and agrees to the Revolving CAM Exchange, and each Lender hereby 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 Class. Each of the Revolving Lenders The Company and each other Borrower and each Lender agrees from time to time to execute and deliver to the General Administrative Agent all such promissory notes and other instruments and documents as the General 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 hereunder to the General Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Company or any Revolving other 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 Revolving CAM Exchange. In the event that on the CAM Exchange Date any Swingline Loan shall be outstanding (other than any Swingline Loan in respect of which U.S. Revolving Lenders have funded their purchase of participations pursuant to Section 5.01), then each U.S. Revolving Lender (determined immediately prior to the CAM Exchange) shall, in accordance with the provisions of Section 5.01, promptly purchase from the Swingline Lender a participation in such Swingline Loan in the amount of such Revolving Lender’s Applicable Percentage of such Swingline Loan (determined immediately prior to the CAM Exchange).

CAM Exchange. (a) On Notwithstanding anything to the Revolving contrary contained herein, on the CAM Exchange Date, to the extent not otherwise prohibited by law, (a) (i) the Revolving Commitments shall automatically and without further act be terminated in accordance with Section 9.02; and (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (automatically and in the currencies in which such Designated Revolving Obligations are denominated) without further act be deemed to have exchanged interests in the Designated Revolving Obligations such that, in lieu of the interests of each Lender in the Designated Obligations under each Revolving Facility (and Loan or Letter of Credit in which it shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to participate as of such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility date, such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility of the Loans or Letters of Credit, whether or not such Lender shall previously have participated therein, and shall have (b) simultaneously with the obligation deemed exchange of interests pursuant to reimburse clause (a) above, the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under 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 Revolving FacilityEquivalent of such amount (as of the Business Day immediately prior to the CAM Exchange Date) 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 Dollars at the rate otherwise applicable hereunder. Each Revolving Lender and Lender, each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 9.04 and the Borrower hereby consents and agrees to the Revolving CAM Exchange. Each It is understood and agreed that the CAM Exchange, in itself, will not affect the aggregate amount of Designated Obligations owing by the Revolving Obligors. The Borrower and the Lenders agrees agree from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the 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 hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Borrower to execute or deliver or 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. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment). Any direct payment received by a Lender on or after the CAM Exchange Date, including by way of set-off, in respect of a Designated Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated as provided in accordance with Section 9.02; 7.01, (ii) each Dollar Revolving Global Tranche Lender shall fund its participation become obligated to fund, within one Business Day, all participations in any outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in accordance with Section 2.04(ba reallocation of such funding obligations, but only of the funded participations resulting therefrom); , (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (automatically and in the currencies in which such Designated Revolving Obligations are denominated) without further act be deemed to have made reciprocal purchases of interests in the Designated Revolving Obligations under each Revolving Facility (and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such that, after giving effect in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and prior to the CAM Exchange, such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in each of the Designated Revolving Obligations under each Revolving Facility and shall have (iv) the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage principal amount of each L/C Borrowing under Loan and LC Disbursement denominated in a Foreign Currency shall automatically and without any further action required, be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange Date, equal to the Dollar Revolving FacilityEquivalent of such amount and on and after such date all amounts accruing and owed to any Lender in respect of such Obligations shall accrue and be payable in Dollars at the rates otherwise applicable hereunder. Each Revolving Lender and each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 9.04 hereby consents and agrees to the Revolving CAM Exchange. Each of the Revolving Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the 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 hereunder to the Administrative Agent against delivery of any promissory notes so executed and deliveredAgent; provided that the failure of any Revolving Lender to execute and deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the Revolving CAM Exchange. It is acknowledged and agreed that the foregoing provisions of this paragraph and paragraphs (b) and (c) of this Section 7.02 reflect an agreement entered into solely among the Lenders (and not any Borrower or other Loan Party) and the consent of any Borrower or any other Loan Party shall not be required to give effect to the CAM Exchange or with respect to any action taken by the Lenders or the Administrative Agent pursuant to such provisions.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments Lenders shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) deemed to have exchanged interests in the Designated Revolving Obligations such that, in lieu of the interests of each Lender in the Designated Obligations under each Revolving Facility (and Loan in which it shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to participate as of such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility date, such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility of the Loans and shall have (ii) simultaneously with the obligation deemed exchange of interests pursuant to reimburse clause (i) above, the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under 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 Revolving FacilityAmount, 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 Revolving Lender and Lender, each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 10.07 and each Borrower hereby consents and agrees to the Revolving CAM Exchange. Each of the Revolving Borrowers and the Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the 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 hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Revolving 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 Revolving CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment).

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated as provided in accordance with Section 9.02; 7.01 and (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (automatically and in the currencies in which such Designated Revolving Obligations are denominated) without further act be deemed to have exchanged interests in the Designated Revolving Obligations under the Tranches such that, in lieu of the interests of each Lender in the Designated Obligations under each Revolving Facility Tranche in which it shall participate as of such date (including the principal, reimbursement, interest and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to fee obligations of each Borrower in respect of each such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility Tranche), such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility of the Tranches (including the principal, reimbursement, interest and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage fee obligations of each L/C Borrowing under the Dollar Revolving FacilityBorrower in respect of each such Tranche and each LC Reserve Account established pursuant to Section 7.03). Each Revolving Lender and Lender, each Person person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 10.04, Holdings, the Company, ASII and each other Borrower hereby consents and agrees to the Revolving CAM Exchange. Each of Holdings, the Revolving Lenders Company, ASII, each other Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent Agents all such promissory notes and other instruments and documents as the Administrative Agent Agents 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 hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Company, ASII or any Revolving other 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 Revolving CAM Exchange. In the event that on the CAM Exchange Date any Swingline Loan shall be outstanding (other than any Swingline Loan in respect of which Lenders have funded their purchase of participations pursuant to Section 2.06(c)), then each US Tranche Lender (determined immediately prior to the CAM Exchange) shall, in accordance with the provisions of Section 2.06(c), promptly purchase from the Swingline Lender a participation in such Swingline Loan in the amount of such Lender’s Applicable Percentage of such Swingline Loan (determined immediately prior to the CAM Exchange).

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated as provided in accordance with Section 9.02; 7.01 and (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (automatically and in the currencies in which such Designated Revolving Obligations are denominated) without further act be deemed to have exchanged interests in the Designated Revolving Obligations under each Revolving Facility (and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such that, after giving effect in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and prior to the CAM Exchange, such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in all the Designated Revolving Obligations under each Revolving Facility and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under the Dollar Revolving FacilityObligations. Each Revolving Lender and each Person person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 9.04 hereby consents and agrees to the Revolving CAM Exchange. Each of the Revolving Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the 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 hereunder to the Administrative Agent against delivery of any promissory notes so executed and deliveredAgent; provided that the failure of any Revolving Lender to execute or deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the Revolving CAM Exchange. It is acknowledged and agreed that the foregoing provisions of this Section 7.02(a) and Sections 7.02(b) and (c) reflect an agreement entered into solely among the Lenders (and not any Borrower or other Loan Party) and the consent of any Borrower or any other Loan Party shall not be required to give effect to the CAM 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, on and after the CAM Exchange Date, each payment received by an Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by paragraph (c) below), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment of a proportionate part of all an assigning Lender’s rights and obligations in respect of a single Class of Commitments or Loans.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments Lenders shall automatically and without further act action be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) deemed to have exchanged interests in the Designated Revolving Specified Obligations under the Tranches (and participation interests in Letters of Credit and Swing Line Loans) such that, in lieu of the interest of each Lender in the Specified Obligations under each Tranche in which it shall participate as of such date (including the principal, reimbursement, interest and fee obligations of each Loan Party in respect of each such Tranche) and, if such Lender holds a Revolving Facility (Commitment as of such date, such Lender’s participation interests in Letters of Credit and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to Swing Line Loans, such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Exchange Percentage in the Designated Revolving Specified Obligations under each Revolving Facility of the Tranches (including the principal, reimbursement, interest and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage fee obligations of each L/C Borrowing under the Dollar Revolving FacilityLoan Party in respect of each such Tranche) and hold a participation interest in each Letter of Credit and Swing Line Loan equal to its CAM Exchange Percentage thereof. Each Revolving Lender Lender, each Participant, each Loan Party and each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 the Administrative Agent hereby consents and agrees to the Revolving CAM Exchange. Each of the Revolving Lenders Lender and each Loan Party hereby agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Revolving Lenders after giving effect to the Revolving CAM Exchange; provided, 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 however, that the failure of any Revolving Loan Party to execute and 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 Revolving CAM Exchange. On the CAM Exchange Date, each Lender whose funded Exposures after giving effect to the CAM Exchange shall exceed its funded Exposures before giving effect thereto shall pay to the Administrative Agent the amount of such excess in the applicable currency or currencies (or, if requested by the Administrative Agent, in US Dollars), and the Administrative Agent shall pay to each of the Lenders, out of the amount so received by it, the amount by which such Lender’s funded Exposures before giving effect to the CAM Exchange exceeds such funded Exposures after giving effect to the CAM Exchange.

CAM Exchange. (a) On the Revolving CAM Exchange Date, to the extent not prohibited by a Requirement of Law, all Loans outstanding in any Alternative Currency shall be converted to Dollars (icalculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) and shall be ABR Loans, and (ii) the Revolving Commitments Lenders shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) deemed to have exchanged interests in the Designated Revolving Obligations under each Revolving Facility Classes (and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchasethan Competitive Loans) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such that, after giving effect to in lieu of the interests of each Lender in each Class in which it shall participate as of such paymentsdate (including such Lender’s interest in the Designated Obligations of each Borrower in respect of each such Class), each Revolving such Lender shall own hold an interest in every one of the Classes (including the Designated Obligations of each Borrower in respect of each such Class but excluding Competitive Loans and participations in undrawn Letters of Credit), whether or not such Lender shall previously have participated therein, equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under the Dollar Revolving Facilitythereof. Each Revolving Lender and each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 Borrower hereby consents and agrees to the Revolving CAM Exchange, and each Lender hereby 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 Class. Each of the Revolving Lenders Borrower and each Lender agrees from time to time to execute and deliver to the General Administrative Agent all such promissory notes and other instruments and documents as the General 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 hereunder to the General Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Revolving 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 Revolving CAM Exchange. In the event that on the CAM Exchange Date any Swingline Loan shall be outstanding (other than any Swingline Loan in respect of which US/UK Lenders have funded their purchase of participations pursuant to Section 5), then each US/UK Lender (determined immediately prior to the CAM Exchange) shall, in accordance with the provisions of Section 5, promptly purchase from the Swingline Lender a participation in such Swingline Loan in the amount of such Lenders’ Pro Rata Percentage of such Swingline Loan (determined immediately prior to the CAM Exchange).

CAM Exchange. (a) On Notwithstanding anything to the Revolving contrary contained herein, on the CAM Exchange Date, to the extent not otherwise prohibited by law, (ia) the Revolving Commitments shall automatically and without further act be terminated in accordance with Section 9.02; terminated, (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (ivb) the Revolving Lenders shall purchase at par (automatically and in the currencies in which such Designated Revolving Obligations are denominated) without further act be deemed to have exchanged interests in the Designated Revolving Obligations such that, in lieu of the interests of each Lender in the Designated Obligations under each Revolving Facility (and Advance in which it shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to participate as of such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility date, such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility of the Advances, whether or not such Lender shall previously have participated therein, and shall have (c) simultaneously with the obligation deemed exchange of interests pursuant to reimburse clause (a) above, the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under 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 Revolving FacilityEquivalent of such amount (as of the Business Day immediately prior to the CAM Exchange Date) 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 Dollars at the rate otherwise applicable hereunder. Each Revolving Lender and Lender, each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 9.07 and the Borrower hereby consents and agrees to the Revolving CAM Exchange. Each It is understood and agreed that the CAM Exchange, in itself, will not affect the aggregate amount of Designated Obligations owing by the Revolving Loan Parties. The Borrower and the Lenders agrees agree from time to time to execute and deliver to the Administrative Agent and the Multicurrency Agent all such promissory notes and other instruments and documents as the Administrative Agent and/or the Multicurrency 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 Notes originally received by it in connection with its Revolving Loans under this Credit Agreement Advances hereunder to the Administrative Applicable Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Borrower to execute or deliver or 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.. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed, subject to Section 6.04, to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment). Any direct payment received by a Lender on or after the CAM Exchange Date, including by way of set-off, in respect of a Designated Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith. 103

CAM Exchange. (a) On Notwithstanding anything to the Revolving contrary contained herein, on the CAM Exchange Date, to the extent not otherwise prohibited by law, (ia) the Revolving Commitments shall automatically and without further act be terminated in accordance with Section 9.02; terminated, (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (automatically and in the currencies in which such Designated Revolving Obligations are denominated) without further act be deemed to have exchanged interests in the Designated Revolving Obligations such that, in lieu of the interests of each Lender in the Designated Obligations under each Revolving Facility (and Advance in which it shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to participate as of such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility date, such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving 's CAM Percentage in the Designated Revolving Obligations under each Revolving Facility of the Advances, whether or not such Lender shall previously have participated therein, and shall have (b) simultaneously with the obligation deemed exchange of interests pursuant to reimburse clause (a) above, the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under 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 Revolving FacilityEquivalent of such amount (as of the Business Day immediately prior to the CAM Exchange Date) 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 Dollars at the rate otherwise applicable hereunder. Each Revolving Lender and Lender, each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 9.07 and the Borrower hereby consents and agrees to the Revolving CAM Exchange. Each It is understood and agreed that the CAM Exchange, in itself, will not affect the aggregate amount of Designated Obligations owing by the Revolving Loan Parties. The Borrower and the Lenders agrees agree from time to time to execute and deliver to the Administrative Agent and the Multicurrency Agent all such promissory notes and other instruments and documents as the Administrative Agent and/or the Multicurrency 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 Notes originally received by it in connection with its Revolving Loans under this Credit Agreement Advances hereunder to the Administrative Applicable Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Borrower to execute or deliver or 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. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed, subject to Section 6.04, to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment). Any direct payment received by a Lender on or after the CAM Exchange Date, including by way of set-off, in respect of a Designated Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar L/C Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) interests in the Designated Revolving Obligations under each Revolving Facility (and shall make payments to the Administrative Applicable Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchase) and shall assume the obligations to reimburse the applicable L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility and shall have the obligation to reimburse the each L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under Borrowing. It is understood and agreed that Revolving Lenders holding interests in B/As on the Dollar Revolving FacilityCAM 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. Each Revolving Lender and each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 hereby consents and agrees to the Revolving CAM Exchange. Each of the Revolving Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the 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.

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated as provided in accordance with Section 9.02; 7.01, (ii) the Administrative Agent shall withdraw from the Tranche B Deposit Account and pay to each Dollar Revolving Tranche B LC Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); such Tranche B LC Lender's Applicable Tranche B LC Percentage of the excess at such time of the aggregate amount of the Tranche B Deposits over the Tranche B LC Exposure and (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (automatically and in the currencies in which such Designated Revolving Obligations are denominated) without further act be deemed to have exchanged interests in the Designated Revolving Obligations such that, in lieu of the interests of each Lender in the Designated Obligations under each Revolving Facility (and Tranche in which it shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to participate as of such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility date, such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving 's CAM Percentage in the Designated Revolving Obligations under each Revolving Facility and shall have of the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under the Dollar Revolving FacilityTranches. Each Revolving Lender and Lender, each Person person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 9.04 and the Borrower hereby consents and agrees to the Revolving CAM Exchange. Each of the Revolving Borrower and the Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the 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 hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Borrower to execute or deliver or 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. As a result of the CAM Exchange, on and after the CAM Exchange Date, (i) each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph below) and (ii) Section 2.16(e) shall not apply with respect to any Taxes required to be withheld or deducted by the Borrower from or in respect of payments hereunder to any Lender or the Administrative Agent that exceed the Taxes the Borrower 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, on or after the CAM Exchange Date, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement by an Issuing Bank that is not reimbursed by the Borrower, then (i) each Tranche A LC Lender or Tranche B LC Lender, as the case may be, shall, in accordance with Section 2.04(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such LC Lender's Applicable Tranche A LC Percentage or Applicable Tranche B LC Percentage, as applicable, of such LC Disbursement (without giving effect to the CAM Exchange), (ii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable LC Lenders and the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender's CAM Percentage in the Designated Obligations under each of the Tranches, and (iii) in the event distributions shall have been made in accordance with clause (i) of the preceding paragraph, the Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each LC Disbursement been outstanding on the CAM Exchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive, absent manifest error.

CAM Exchange. (a) On the Revolving CAM Exchange Date, to the extent not prohibited by a Requirement of Law, all Loans outstanding in any currency other than Dollars shall be converted to Dollars (icalculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) and shall be ABR Loans, and (ii) the Revolving Commitments Lenders shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) deemed to have exchanged interests in the Designated Revolving Obligations under each Revolving Facility Classes (and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchasethan Competitive Loans) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such that, after giving effect to in lieu of the interests of each Lender in each Class in which it shall participate as of such paymentsdate (including such Lender’s interest in the Designated Obligations of each Credit Party in respect of each such Class), each Revolving such Lender shall own hold an interest in every one of the Classes (including the Designated Obligations of each Credit Party in respect of each such Class but excluding Competitive Loans and participations in undrawn Letters of Credit), whether or not such Lender shall previously have participated therein, equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under the Dollar Revolving Facilitythereof. Each Revolving Lender Lender, the Company and each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 other Borrower hereby consents and agrees to the Revolving CAM Exchange, and each Lender hereby 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 Class. Each of the Revolving Lenders The Company and each other Borrower and each Lender agrees from time to time to execute and deliver to the General Administrative Agent all such promissory notes and other instruments and documents as the General 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 hereunder to the General Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Company or any Revolving other 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 Revolving CAM Exchange. In the event that on the CAM Exchange Date any Swingline Loan shall be outstanding (other than any Swingline Loan in respect of which U.S. Lenders have funded their purchase of participations pursuant to Section 5.01), then each U.S. Lender (determined immediately prior to the CAM Exchange) shall, in accordance with the provisions of Section 5.01, promptly purchase from the Swingline Lender a participation in such Swingline Loan in the amount of such Lenders’ Applicable Percentage of such Swingline Loan (determined immediately prior to the CAM Exchange).

CAM Exchange. (a) On the Revolving CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated in accordance with Section 9.02; 7.01, (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (automatically and in the currencies in which such Designated Revolving Obligations are denominated) without further act be deemed to have exchanged interests in the Designated Revolving Obligations such that, in lieu of the interests of each Lender in the Designated Obligations under each Revolving Facility (and Tranche in which it shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to participate as of such purchase) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility date, such that, after giving effect to such payments, each Revolving Lender shall own an interest equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility of the Tranches and shall have (iii) simultaneously with the obligation deemed exchange of interests pursuant to reimburse clause (ii) above, the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under 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 Revolving FacilityEquivalent, determined using the Spot Selling 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 Dollars at the rate otherwise applicable hereunder. Each Revolving Lender and Lender, each Person person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 9.04 and the Company hereby consents and agrees to the Revolving CAM Exchange. Each of the Revolving Company and the Lenders agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the 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 hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Company to execute or deliver or 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. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph below). 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 Company, then (i) each Lender shall, in accordance with Section 2.06(e), promptly pay to the Administrative Agent its Applicable Dollar Percentage or Applicable Multicurrency Percentage, as the case may be, in respect of such LC Disbursement (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 payments and the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Tranches (and the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent of such amount in accordance with the first sentence of this Section 7.02), and (iii) in the event distributions shall have been made in accordance with clause (i), the Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each such disbursement and payment in respect of its Applicable Dollar Percentage or Applicable Multicurrency Percentage been outstanding on the CAM Exchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive, absent manifest error.

CAM Exchange. (a) On the Revolving CAM Exchange Date, to the extent not prohibited by a Requirement of Law, all Loans outstanding in any currency other than Dollars shall be converted to Dollars (icalculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) and shall be ABR Loans, and (ii) the Revolving Commitments Lenders shall automatically and without further act be terminated in accordance with Section 9.02; (ii) each Dollar Revolving Lender shall fund its participation in any outstanding Swingline Loans in accordance with Section 2.04(b); (iii) each Dollar Revolving Lender shall fund its L/C Advance in any outstanding L/C Borrowings; and (iv) the Revolving Lenders shall purchase at par (and in the currencies in which such Designated Revolving Obligations are denominated) deemed to have exchanged interests in the Designated Revolving Obligations under each Revolving Facility Classes (and shall make payments to the Administrative Agent for reallocation to other Revolving Lenders to the extent necessary to give effect to such purchasethan Competitive Loans) and shall assume the obligations to reimburse the L/C Issuer for L/C Borrowings under the Dollar Revolving Facility such that, after giving effect to in lieu of the interests of each Lender in each Class in which it shall participate as of such paymentsdate (including such Lender’s interest in the Designated Obligations of each Credit Party in respect of each such Class), each Revolving such Lender shall own hold an interest in every one of the Classes (including the Designated Obligations of each Credit Party in respect of each such Class but excluding Competitive Loans and participations in undrawn Letters of Credit), whether or not such Lender shall previously have participated therein, equal to such Revolving Lender’s Revolving CAM Percentage in the Designated Revolving Obligations under each Revolving Facility and shall have the obligation to reimburse the L/C Issuer for its Revolving CAM Percentage of each L/C Borrowing under the Dollar Revolving Facilitythereof. Each Revolving Lender Lender, the Company and each Person acquiring a participation from any Revolving Lender as contemplated by Section 11.06 other Borrower hereby consents and agrees to the Revolving CAM Exchange, and each Lender hereby 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 Class. Each of the Revolving Lenders The Company and each other Borrower and each Lender agrees from time to time to execute and deliver to the General Administrative Agent all such promissory notes and other instruments and documents as the General 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 hereunder to the General Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Company or any Revolving other 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 Revolving CAM Exchange. In the event that on the CAM Exchange Date any Swingline Loan shall be outstanding (other than any Swingline Loan in respect of which U.S. Revolving Lenders have funded their purchase of participations pursuant to Section 5.01), then each U.S. Revolving Lender (determined immediately prior to the CAM Exchange) shall, in accordance with the provisions of Section 5.01, promptly purchase from the Swingline Lender a participation in such Swingline Loan in the amount of such Lenders’ Applicable Percentage of such Swingline Loan (determined immediately prior to the CAM Exchange).