Common use of Collection Allocation Mechanism Clause in Contracts

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

Collection Allocation Mechanism. On Notwithstanding anything to the contrary contained herein, on the CAM Exchange Date, to the extent not otherwise prohibited by law, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that under each Loan and Letter of Credit in which it shall own participate as of such date and immediately prior to the CAM Exchangedate, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Loans and Letters of Credit and (b) simultaneously with the deemed exchange of interests pursuant to clause (a) above, the interests in the Designated ObligationObligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent 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 Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 11.4 and each the Borrower hereby consents and agrees to the CAM Exchange. Each The Borrower and each Lender agrees the Lenders 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided provided, that the failure of any the Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. 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 paragraphpayment), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Revolving Lender’s 's CAM Percentage in each Designated Specified Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower of the Borrowers and each Lender 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 CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 Revolving 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and paragraph (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest errorbelow).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VIISection 7.01, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only 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 funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 9.04, and each the Borrower hereby consents and agrees to the CAM Exchange. Each The Borrower and each Lender agrees the Lenders 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any the Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an the Issuing Bank that is not reimbursed by the applicable Borrower, then (ai) each Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, the Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c).

Collection Allocation Mechanism. On Upon the date after the occurrence and during the continuance of an Event of Default that the Specified Obligations (as defined below) are declared to be immediately due and payable (the “CAM Exchange Date”) (a) the principal amount of each Loan denominated in an Alternative Currency shall automatically and without further action required, be converted into Dollars determined using the Spot Rates calculated as of the CAM Exchange Date, (a) equal to the Commitments Dollar Equivalent of such amount and on and after such date all amounts accruing and owed to any Lender in respect of such Loans shall automatically accrue and without further act be terminated as provided payable in Article VII, Dollars at the rates otherwise applicable hereunder and (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that, in lieu of the interests of each Lender in the particular Designated Specified Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Specified Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 11.06 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the 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 any Specified 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). In the event that, but giving effect to assignments on or 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Specified Obligations shall change as a result of the making by an L/C Issuer of an LC Disbursement of either Tranche by an Issuing Bank L/C Borrowing that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d2.03(d), promptly purchase from such L/C Issuer the applicable Issuing Bank Dollar Equivalent of a participation in such LC Disbursement L/C Borrowing in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement L/C Borrowing (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement L/C Borrowing and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Specified Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments to one another in Dollars 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 L/C Borrowing been outstanding immediately prior to on the CAM ExchangeExchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive conclusive, absent manifest error.. As used in this Section 8.03:

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, VII and (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. It is understood and agreed that Lenders holding interests in BAs immediately prior to the CAM Exchange shall discharge their obligations with respect to the payment of such BAs at the maturity thereof in exchange for the interests acquired by such Lenders in funded Loans in the CAM Exchange. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Credit Party hereby consents and agrees to the CAM Exchange. Each Borrower Credit Party 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 shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative an Agent pursuant to any Loan Credit 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), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein in this paragraph 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Tranche A Lender of such Tranche shall, in accordance with Section 2.05(d2.04(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One A Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Revolving Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each the Borrower hereby consents and agrees to the CAM Exchange. Each The Borrower and each Lender agrees the Revolving Lenders 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 CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any the Borrower to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 Revolving 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an the Issuing Bank that is not reimbursed by the applicable Borrower, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as (after giving effect to the case may be, reallocation provisions of Section 2.06(d)) of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphparagraph (b) above, the Revolving Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Revolving Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, Date (ai) the Revolving Credit Commitments shall automatically and without further act be terminated as provided in Article VIISection 8.02, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (cii) the Revolving Credit Lenders shall automatically and without further act (and without regard to the provisions of Section 10.06) be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Revolving Credit Facilities such that, that in lieu of the interests interest of each Revolving Credit Lender in the particular Designated Obligations that each Revolving Credit Facility in which it shall own participate as of such date and immediately prior to (including such Lender’s interest in the CAM ExchangeSpecified Obligations of each Loan Party in respect of each such Revolving Credit Facilities), such Revolving Credit Lender shall own hold an interest in each of the Revolving Credit Facilities (including the Specified Obligations of each Loan Party in respect of each Revolving Credit Facility and each L/C Reserve Account established pursuant to clause (c) below), whether or not such Revolving Credit Lender shall previously have participated therein, equal to such Revolving Credit Lender’s CAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, Specified Obligations to be received by the Lenders in each Designated Obligationsuch deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent, 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 Revolving Credit Lenders in respect of such Specified Obligations shall accrue and be payable in Dollars at the rate otherwise applicable hereunder; provided, that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Revolving Credit Lenders under the Loan Documents. Each Lender, each person acquiring a participation from any Revolving Credit Lender as contemplated by Section 11.04 and each Borrower Loan Party hereby consents and agrees to the CAM Exchange, and each Revolving Credit Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Revolving Credit Facility. Each Borrower Loan Party and each Revolving Credit Lender 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 Credit Lenders after giving effect to the CAM Exchange, and each Revolving Credit Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Credit Loans hereunder to the Administrative Agent against delivery of any new promissory notes so executed and deliveredevidencing its interests in the Revolving Credit Facilities; provided provided, however, that the failure of any Borrower Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations Specified Obligations, and each distribution made by the Administrative Agent pursuant to any Loan Document in respect of the Specified Obligations, shall be distributed to the Revolving Credit Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of Percentages. Any direct payment received by a Revolving Credit Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of a single Class of Commitments or Loans. Specified Obligation shall be paid over to the Administrative Agent for distribution to the Revolving Credit Lenders in accordance herewith. (c) In the event thatthat on the CAM Exchange Date, after any Letter of Credit shall be outstanding and undrawn in whole or in part, or there shall be any Unreimbursed Amounts, each Multicurrency Revolving Credit Lender in respect of Unreimbursed Amounts with respect to Letters of Credit shall, before giving effect to the CAM Exchange, promptly pay over to the aggregate Administrative Agent, in immediately available funds and in the currency that such Letters of Credit are denominated, an amount of the Designated Obligations shall change equal to such Multicurrency Revolving Credit Lender’s Applicable Percentage (as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed notified to such Multicurrency Revolving Credit Lender by the applicable BorrowerAdministrative Agent), then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from Letter of Credit’s undrawn face amount or (to the applicable Issuing Bank a participation in extent it has not already done so) such LC Disbursement in the amount Letter of such LenderCredit’s Tranche One Percentage or Tranche Two PercentageUnreimbursed Amount, as the case may be, of such LC Disbursement (without giving effect together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Multicurrency Revolving Credit Loan that is a Base Rate Loan in a principal amount equal to such amount. The Administrative Agent shall establish a separate account or accounts for each Multicurrency Revolving Credit Lender (each, an “L/C Reserve Account”) for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The Administrative Agent shall deposit in each Multicurrency Revolving Credit Lender’s L/C Reserve Account such Multicurrency Revolving Credit Lender’s CAM ExchangePercentage of the amounts received from the Revolving Credit Lenders as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (d), (e), (d) or (f) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Multicurrency Revolving Credit Lender’s CAM Percentage. The amounts held in each Multicurrency Revolving Credit Lender’s L/C Reserve Account shall be held as a reserve against the L/C Obligations, shall be the property of such Multicurrency Revolving Credit Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.03. (d) In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Administrative Agent shall, at the request of the L/C Issuer, withdraw from the L/C Reserve Account of each Multicurrency Revolving Credit Lender any amounts, up to the amount of such Multicurrency Revolving Credit Lender’s CAM Percentage of such drawing, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to the L/C Issuer in satisfaction of the reimbursement obligations of the Lenders under Section 2.03 (but not of the Borrowers under Section 2.03). In the event any Multicurrency Revolving Credit Lender shall default on its obligation to pay over any amount to the Administrative Agent in respect of any Letter of Credit as provided in this Section 8.04(c), (d), (e) or (f), the L/C Issuer shall, in the event of a drawing thereunder, have a claim against such Multicurrency Revolving Credit Lender to the same extent as if such Multicurrency Revolving Credit Lender had defaulted on its obligations under Section 2.03), but shall have no claim against any other Multicurrency Revolving Credit Lender in respect of such defaulted amount, notwithstanding the exchange of interests in the reimbursement obligations pursuant to Section 8.04(a) or (b). Each other Multicurrency Revolving Credit Lender shall have a claim against such defaulting Multicurrency Revolving Credit Lender for any damages sustained by it as a result of such default, including, in the event such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount. (e) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Administrative Agent shall redetermine withdraw from the CAM Percentages after giving effect to L/C Reserve Account of each Multicurrency Revolving Credit Lender the amount remaining on deposit therein in respect of such LC Disbursement Letter of Credit and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations distribute such that each Lender shall own an interest equal amount to such Lender’s CAM Percentage in each . (f) With the prior written approval of the Designated Obligations Administrative Agent and (c) the L/C Issuer, any Multicurrency Revolving Credit Lender may withdraw the amount held in its L/C Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Multicurrency Revolving Credit Lender making such a withdrawal shall be unconditionally obligated, in the event distributions there shall subsequently be a drawing under such Letter of Credit, to pay over to the Administrative Agent, for the account of the L/C Issuer on demand, its CAM Percentage of such drawing. (g) Pending the withdrawal by any Multicurrency Revolving Credit Lender of any amounts from its L/C Reserve Account as contemplated by the above paragraphs, the Administrative Agent will, at the direction of such Multicurrency Revolving Credit Lender and subject to such rules as the Administrative Agent may prescribe for the avoidance of inconvenience, invest such amounts in Cash Equivalents. Each Multicurrency Revolving Credit Lender that has not withdrawn the amounts in its L/C Reserve Account as provided in paragraph (f) above shall have been the right, at intervals reasonably specified by the Administrative Agent, to withdraw the earnings on investments so made by the Administrative Agent with amounts in accordance with its L/C Reserve Account and to retain such earnings for its own account. (h) The Borrowers agree that following 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 immediately prior to implementation of the CAM Exchange. Each such redetermination shall be binding on each , the Multicurrency Revolving Credit Lenders, to the extent that they are Participants in any of the Lenders and their successors and assigns and Loans or Letters of Credit, shall not be conclusive absent manifest errorsubject to the limitations of Section 10.06(d).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) VII and (cii) the Revolving Credit Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Credit Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Credit Lender shall own an interest equal to such Revolving Credit Lender’s CAM Percentage in each Designated Obligation. Each Revolving Credit Lender, each person Person acquiring a participation from any Revolving Credit Lender as contemplated by Section 11.04 9.04, and each the Borrower hereby consents and agrees agree to the CAM Exchange. Each The Borrower and each Revolving Credit Lender 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 Credit Lenders after giving effect to the CAM Exchange, and each Revolving Credit Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any the Borrower to execute or deliver or of any Revolving Credit Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 Revolving Credit 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an any Issuing Bank Lender that is not reimbursed by the applicable Borrower, then (ai) each Revolving Credit Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable such Issuing Bank Lender a participation in such LC Disbursement in the amount of such Revolving Credit Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Revolving Credit Lenders, and the Revolving Credit Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Credit Lender shall own an interest equal to such Revolving Credit Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraph, the Revolving Credit 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Revolving Credit Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article XI shall prohibit the assignment by any Revolving Credit Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Revolving Credit Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c).

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) the principal amount of each Lender Loan denominated in a Designated Foreign Currency or Yen shall become obligated to fundautomatically and without further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into US Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the US Dollar Equivalent of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Lender in respect of such Loans shall accrue and be payable in US Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that, in lieu of the interests of each Lender in the particular Designated Specified Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Specified Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the 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 any Specified 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). In the event that, but giving effect to assignments on or 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Specified Obligations shall change as a result of the making by the Issuing Bank of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Multicurrency Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank the US Dollar Equivalent of a participation in such LC Disbursement in the amount of such Multicurrency Lender’s Tranche One Multicurrency Commitment Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Multicurrency Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Specified Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments to one another in US Dollars 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 immediately prior to on the CAM ExchangeExchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive conclusive, absent manifest error.

Collection Allocation Mechanism. On 2.1 Notwithstanding any other provisions of this Agreement or any Loan Document, on the CAM Exchange Date, (ai) to the extent provided for in the Credit Agreement, all Revolving Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender and all Loans then outstanding shall automatically become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) due and payable and (cii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Revolving Commitments and the extensions of credit made thereunder such that, that in lieu of the interests interest of each Lender in the particular Designated Obligations that Tranche 1 Revolving Commitments and the extensions of credit made thereunder or the Tranche 2 Revolving Commitments and the extensions of credit made thereunder, as the case may be, in which it shall own participate as of such date and immediately prior to the CAM Exchangedate, such Lender shall own hold an interest in every one of the Revolving Commitments and the extensions of credit made thereunder (including each L/C Reserve Account established pursuant to Section 2.3 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage in each Designated Obligationthereof; provided that such CAM Exchange will not affect the aggregate amount of the obligations of the Loan Parties to the Lenders under the Loan Documents. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower Exchange and each Lender agrees from time to time to execute that the CAM Exchange shall be binding upon its successors and deliver to the Administrative Agent all such promissory notes assigns and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective any person that acquires a participation in its interests and obligations in any of the Lenders after giving effect to Revolving Commitments and the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery extensions of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. credit made thereunder. 2.2 As a result of the a CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations (net of any amounts then owing or reasonably set aside to cover amounts that may become owing to the Administrative Agent by the Loan Parties on account of fees, expenses, indemnities and similar items), and each distribution made by the Administrative Agent pursuant to any Loan Document in respect of the 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 Percentages. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of a single Class an Obligation, shall be paid over to the Administrative Agent for distribution to the Lenders in accordance therewith. (a) On the CAM Exchange Date, to the extent any Tranche 1 Revolving Lender has not funded its required participation in any outstanding Swingline Loan or unreimbursed drawing under any Letter of Commitments or Loans. In the event thatCredit, after it shall do so, before giving effect to the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by in immediately available funds and in the applicable Borrowercurrency, then with interest thereon as provided for in the Credit Agreement. (ab) In the event that on the CAM Exchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, each Tranche 1 Revolving Lender shall, before giving effect to the CAM Exchange, promptly pay over to the Administrative Agent, in immediately available funds and in the currency that such Letter of Credit is denominated, an amount equal to such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such 1 Revolving Lender’s Tranche One 1 Revolving Percentage (as notified to such Tranche 1 Revolving Lender by the Administrative Agent) of such Letter of Credit’s undrawn face amount, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Revolving Loan that is an ABR Loan, Canadian Prime Rate Loan or Tranche Two PercentageForeign Base Rate Loan, as applicable, accruing interest at the ABR Rate, the Canadian Prime Rate or the Foreign Base Rate, as the case may be, in a principal amount equal to such amount. Each such payment shall be made in the currency of such LC Disbursement the undrawn amount. (without giving effect to the CAM Exchange), (bc) the The Administrative Agent shall redetermine establish a separate account or accounts in the applicable currencies for each Lender (including each Tranche 2 Revolving Lender) (all of such accounts for any Lender, an “L/C Reserve Account”) for the amounts received with respect to the undrawn amount of each Letter of Credit outstanding on the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders Exchange Date. The Administrative Agent shall automatically and without further act be deemed to have made reciprocal purchases of interests deposit in the Designated Obligations such that each Lender shall own an interest equal to Lender’s L/C Reserve Account such Lender’s CAM Percentage of the amounts received from the Lenders as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in Sections 2.4, 2.5, 2.6 and 2.7 below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s L/C Reserve Account shall be held as a reserve against the undrawn L/C Obligations, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 3 of the Designated Obligations Credit Agreement. 2.4 In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Administrative Agent shall, at the request of the Issuing Lender in respect of such Letter of Credit, withdraw from the L/C Reserve Account of each Lender any amounts, up to the amount of such Lender’s CAM Percentage of such drawing, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to such Issuing Lender in satisfaction of the reimbursement obligations of the Lenders under Section 3 of the Credit Agreement (c) but not of any Borrower under Section 3 of the Credit Agreement). In the event any Tranche 1 Revolving Lender shall have defaulted on its obligations to pay over any amount to the Administrative Agent in respect of any Letter of Credit as provided in this Section 2, the Issuing Lender in respect thereof shall, in the event distributions of a drawing thereunder, have a claim against such Tranche 1 Revolving Lender to the same extent as if such Tranche 1 Revolving Lender had defaulted on its obligations under Section 3 of the Credit Agreement, but shall have been made no claim against any other Lender in accordance with respect of such defaulted amount, notwithstanding the preceding paragraphexchange of interests in the reimbursement obligations pursuant to Section 2.1 above. Each other Lender shall have a claim against such defaulting Lender for any damages sustained by it as a result of any such default, including, in the event such Letter of Credit shall expire undrawn, such other Lender’s CAM Percentage of the defaulted amount and interest thereon as provided for herein. 2.5 In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Lenders Administrative Agent shall make withdraw from the L/C Reserve Account of each Lender the amount remaining on deposit therein in respect of such payments Letter of Credit and distribute such amount to one another as such Lender in the currency of such deposit or, at the option of the Administrative Agent, in US Dollars based upon the then US Dollar Equivalent of such amount. 2.6 With the prior written approval of the Administrative Agent and the Issuing Lender in respect of such Letter of Credit, any Lender may withdraw any amount held in its L/C Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be necessary unconditionally obligated, in order the event there shall subsequently be a drawing under such Letter of Credit, to pay over to the Administrative Agent for the account of such Issuing Lender on demand, its CAM Percentage. 2.7 Pending the withdrawal by any Lender of any amounts from its L/C Reserve Account as contemplated by the above paragraphs, the Administrative Agent will, subject to such rules as the Administrative Agent may prescribe for the avoidance of inconvenience, invest such amounts in Cash Equivalents or other similar obligations in its discretion. Each Lender that has not withdrawn the amounts received in its L/C Reserve Account as provided in Section 2.6 above shall have the right, at intervals reasonably specified by them shall be equal the Administrative Agent, to withdraw the earnings on investments so made by the Administrative Agent (including amounts they would have received had each LC Disbursement been outstanding immediately prior representing interest paid as provided in Section 2.3(b)) with amounts in its L/C Reserve Account and to retain such earnings for its own account. 2.8 The Administrative Agent shall, in its reasonable discretion, make adjustments from time to time in the distributions provided for herein to take fairly into account, as reasonably determined by it, changes in the Obligations owing to any Lender or Lenders after the CAM Exchange. Each Exchange Date that are disproportionate to changes affecting other Lenders, as a result of such redetermination shall be binding on each of the Lender or Lenders and their successors and assigns and shall be conclusive absent manifest errorbecoming entitled to claims for expenses, indemnities, taxes or similar items or such Lender or Lenders being required to return any payments previously made to them by any Loan Parties or otherwise.

Collection Allocation Mechanism. On (a) Notwithstanding any other provision of this Agreement or any Loan Document, on the CAM Exchange Date, with respect solely to Revolving Lenders, (ai) the all Revolving Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) Section 8 and (cii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Revolving Loans such that, that in lieu of the interests interest of each Revolving Lender in the particular Designated Obligations that each Revolving Loan in which it shall own participate as of such date and immediately prior to the CAM Exchangedate, such Revolving Lender shall own hold an interest in every one of the Revolving Loans, whether or not such Revolving Lender shall previously have participated therein, equal to such Revolving Lender’s CAM Percentage in each Designated Obligationthereof; provided that such CAM Exchange will not affect the aggregate amount of the obligations of the Loan Parties to the Revolving Lenders under the Loan Documents. Each Lender, each person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 and each Borrower Loan Party hereby consents and agrees to the CAM Exchange, and each Revolving Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Revolving Loan. Each Borrower and each Lender Loan Party 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 CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Loans hereunder to the Administrative Agent Agents against delivery of any new promissory notes so executed and deliveredevidencing its interests in the Revolving Loans; provided provided, however, that the failure of any Borrower Loan Party to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent Agents pursuant to any Loan Document in respect of the Designated Obligations Specified Obligations, and each distribution made by the Administrative Agents pursuant to any Loan Document in respect of the Specified Obligations, shall be distributed to the Revolving Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of Percentages. Any direct payment received by a Revolving Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of a single Class of Commitments Specified Obligation, shall be paid over to the US Administrative Agent or Loans. the Canadian Administrative Agent, as applicable, for distribution to the Revolving Lenders in accordance herewith. (c) In the event that, after that on the CAM ExchangeExchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, the aggregate or any amount drawn under any Letter of the Designated Obligations Credit shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrowerremain unpaid, then (a) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without before giving effect to the CAM Exchange, promptly pay over to the Administrative Agents, in immediately available funds and in the currency that such Letter of Credit is denominated, an amount (determined after deducting any cash collateral held by the Collateral Agents on behalf of the Loan Parties with respect to such Letter of Credit) equal to such Revolving Lender’s Pro Rata Percentage (as notified to such Revolving Lender by the Administrative Agents), of such Letter of Credit’s undrawn face amount or (to the extent it has not already done so) any unpaid LC Disbursement under Section 2.18(e)(ii), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the applicable Administrative Agent, at the rate that would be applicable at the time to a Revolving Loan that is an ABR Loan accruing interest at the ABR Rate in a principal amount equal to such amount. The Administrative Agents shall establish a separate account or accounts for each Revolving Lender (each, an “L/C Reserve Account”) for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The applicable Administrative Agent shall deposit in each Revolving Lender’s L/C Reserve Account such Revolving Lender’s CAM Percentage of the amounts received from the Revolving Lenders as provided above. The Administrative Agents shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (d), (be), (f) the or (g) below. The applicable Administrative Agent shall redetermine maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Revolving Lender’s CAM Percentage. The amounts held in each Revolving Lender’s L/C Reserve Account shall be held as a reserve against the LC Obligations due and owing , shall be the property of such Revolving Lender, shall not constitute Revolving Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Revolving Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.18. (d) In the event that after the CAM Percentages after giving effect Exchange Date any drawing shall be made in respect of a Letter of Credit, the applicable Administrative Agent shall, at the request of the Issuing Bank in respect of such Letter of Credit, withdraw from the L/C Reserve Account of each Revolving Lender any amounts, up to the amount of such Revolving Lender’s CAM Percentage of such drawing, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to such LC Disbursement and Issuing Bank in satisfaction of the purchase reimbursement obligations of participations therein by the applicable LendersRevolving Lenders under Section 2.18 (but not of any Borrower under Section 2.18). In the event any Revolving Lender shall default on its obligation to pay over any amount to the Administrative Agents in respect of any Letter of Credit as provided in this Section 2.22, and the Lenders Issuing Bank in respect thereof shall, in the event of a drawing thereunder, have a claim against such Revolving Lender to the same extent as if such Revolving Lender had defaulted on its obligations under Section 2.18, but shall automatically and without further act be deemed to have made reciprocal purchases no claim against any other Revolving Lender in respect of such defaulted amount, notwithstanding the exchange of interests in the Designated Obligations such that each reimbursement obligations pursuant to Section 2.22(a). Each other Revolving Lender shall own an interest equal to have a claim against such Lender’s CAM Percentage in each defaulting Revolving Lender for any damages sustained by it as a result of the Designated Obligations and (c) such default, including, in the event distributions such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount. (e) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the applicable Administrative Agent shall withdraw from the L/C Reserve Account of each Revolving Lender the amount remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such Revolving Lender. (f) With the prior written approval of the US Administrative Agent or the Canadian Administrative Agent, as applicable, and the Issuing Bank in respect of such Letter of Credit, any Revolving Lender may withdraw the amount held in its L/C Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Revolving Lender making such a withdrawal shall be unconditionally obligated, in the event there shall subsequently be a drawing under such Letter of Credit, to pay over to the applicable Administrative Agent for the account of such Issuing Bank on demand, its CAM Percentage of such drawing. (g) Pending the withdrawal by any Revolving Lender of any amounts from its L/C Reserve Account as contemplated by the above paragraphs, the applicable Administrative Agent will, at the direction of such Revolving Lender and subject to such rules as the applicable Administrative Agent may prescribe for the avoidance of inconvenience, invest such amounts in Cash Equivalents. Each Revolving Lender that has not withdrawn the amounts in its L/C Reserve Account as provided in Section 2.22(f) above shall have been the right, at intervals reasonably specified by the applicable Administrative Agent to withdraw the earnings on investments so made by the Administrative Agents with amounts in accordance with its L/C Reserve Account and to retain such earnings for its own account. (h) Notwithstanding any other provision of this Agreement, if, as a direct result 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 immediately prior to implementation of the CAM Exchange. Each , any Borrower is required to withhold Taxes from amounts payable to any Agent, any Revolving Lender or any Participant hereunder, the amounts so payable to such redetermination Agent, such Revolving Lender or such Participant shall be binding on each increased to the extent necessary to yield to such Agent, such Revolving Lender or such Participant (after payment of all Taxes) interest or any such other amounts payable hereunder at the Lenders and their successors and assigns and rates or in the amounts specified in this Agreement; provided, however, that such Borrower shall not be required to increase any such amounts payable to such Revolving Lender or Participant under this Section 2.22 (but, rather, shall be conclusive absent manifest errorrequired to increase any such amounts payable to such Revolving Lender or Participant to the extent required by Section 2.15) if such Revolving Lender or Participant was prior to or on the CAM Exchange Date already a Revolving Lender or Participant with respect to such Borrower. If a Revolving Lender that is not incorporated in the United States, in its good faith judgment, is eligible for an exemption from, or reduced rate of, U.S. federal withholding tax on payments by the U.S. Borrower under this Agreement, the U.S. Borrowers shall not be required to increase any such amounts payable to such Revolving Lender if such Revolving Lender fails to comply with the requirements of Section 2.15(e).

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, VII and (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. It is understood and agreed that Lenders holding interests in B/As immediately prior to the CAM Exchange shall discharge their obligations with respect to the payment of such B/As at the maturity thereof in exchange for the interests acquired by such Lenders in funded Loans in the CAM Exchange. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each 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 shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative 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 the next paragraph), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Global Tranche Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Global Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VIIVIII, (bii) each US Revolving Lender shall become obligated immediately be deemed to fund, within one Business Day, all have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.04(c)) participations in outstanding the Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of an amount equal to such funding obligations, but only of the funded participations resulting therefrom) US Revolving Lender’s Swingline Exposure on such date and (ciii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Loans (other than the Swingline Loans) and B/A Drawings and, in the case of the US Revolving Lenders, participations in Swingline Loans and Letters of Credit such that, that in lieu of the interests interest of each Lender in the particular Designated Obligations that each Loan, B/A Drawing and Letter of Credit in which it shall own participate as of such date (including such Lender’s interest in the Loan Document Obligations of each Credit Party in respect of each such Loan, B/A Drawing and immediately prior to the CAM ExchangeLetter of Credit), such Lender shall own hold an interest in every one of the Loans (other than the Swingline Loans) and B/A Drawings and a participation in every one of the Swingline Loans and Letters of Credit (including the Loan Document Obligations of each Credit Party in respect of each such Loan and B/A Drawing and each LC Reserve Account established pursuant to Section 2.21(c) below), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereof. It is understood and agreed that Lenders holding interests in each Designated ObligationB/As on the CAM Exchange Date shall discharge the obligations to fund such B/As at maturity in exchange for the interests acquired by such Lenders pursuant to the CAM Exchange. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Credit Party hereby consents and agrees to the CAM Exchange. Each Borrower , and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or B/A Drawing. Each Credit Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes Notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes Notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and deliverednew Notes evidencing its interests in the Loans; provided provided, however, that the failure of any Borrower Credit Party to execute or deliver or of any Lender to accept any such promissory noteNote, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment pay­ment received by the Administrative Agent or the Collateral Agent pursuant to any Loan Credit Document in respect of the Designated Obligations Loan Document Obligations, and each distribution made by the Collateral Agent pursuant to any Security Document in respect of the Loan Document 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 Percentages. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations set­off, in respect of a single Class of Commitments or Loans. Loan Document Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith. (c) In the event that, after that on the CAM ExchangeExchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, the aggregate amount of the Designated Obligations shall change as a result of the making of an or any LC Disbursement of either Tranche by an Issuing Bank that is shall not have been reimbursed by the applicable BorrowerUS Borrower or with the proceeds of a US Revolving Borrowing or Swingline Loan, then each US Revolving Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in US Dollars equal to such US Revolving Lender’s US Revolving Percentage of each such undrawn face amount or (ato the extent it has not already done so) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentageunreimbursed drawing, as the case may be, of such LC Disbursement (without giving effect together with interest thereon from the CAM Exchange Date to the CAM Exchange), (b) date on which such amount shall be paid to the Administrative Agent shall redetermine at the CAM Percentages after giving effect rate that would be applicable at the time to a Base Rate Revolving Loan in a principal amount equal to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders amount. The Administrative Agent shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that establish a separate account or accounts for each Lender (each, an “LC Reserve Account”) for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The Administrative Agent shall own an interest equal to deposit in each Lender’s LC Reserve Account such Lender’s CAM Percentage of the amounts received from the US Revolving Lenders as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s LC Reserve Account shall be held as a reserve against the LC Exposures, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05. (d) In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Administrative Agent shall, at the request of the Designated Obligations Letter of Credit Issuer, withdraw from the LC Reserve Account of each Lender any amounts, up to the amount of such Lender’s CAM Percentage of such drawing, deposited in respect of such Letter of Credit and (c) remaining on deposit and deliver such amounts to the Letter of Credit Issuer in satisfaction of the reimbursement obligations of the US Revolving Lenders under Section 2.05(e). In the event that any US Revolving Lender shall default on its obligation to pay over any amount to the Administrative Agent in respect of any Letter of Credit as provided in this Section 2.21, the Letter of Credit Issuer shall, in the event distributions of a drawing thereunder, have a claim against such US Revolving Lender to the same extent as if such Lender had defaulted on its obligations under Section 2.05(c), but shall have been made no claim against any other Lender in accordance with respect of such defaulted amount, notwithstanding the preceding paragraphexchange of interests in the US Borrower’s reimbursement obligations pursuant to Section 2.21(a). Each other Lender shall have a claim against such defaulting US Revolving Lender for any damages sustained by it as a result of such default, including, in the event that such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount. (e) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Lenders Administrative Agent shall make withdraw from the LC Reserve Account of each Lender the amount remaining on deposit therein in respect of such payments Letter of Credit and distribute such amount to one another as such Lender. (f) With the prior written approval of the Administrative Agent (not to be unreasonably withheld), any Lender may withdraw the amount held in its LC Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be necessary unconditionally obligated, in order that the amounts received by them event there shall subsequently be equal a drawing under such Letter of Credit, to pay over to the amounts they would have received had each LC Disbursement been outstanding Administrative Agent, for the account of the applicable Letter of Credit Issuer, on demand, its CAM Percentage of such drawing. (g) In the event the CAM Exchange Date shall occur, (i) Loan Document Obligations of the Credit Parties (other than in respect of B/As) denominated in any currency other than US Dollars shall, automatically and with no further act required, be converted to obligations of the same Credit Parties denominated in US Dollars, effective immediately prior to the Lenders being deemed to have exchanged interests pursuant to Section 2.21(a)(iii) and based upon the Spot Exchange Rates in effect with respect to the relevant currencies on the CAM Exchange. Each such redetermination shall be binding on each Exchange Date, and (ii) immediately upon the date of expiration of the Lenders Contract Period in respect thereof, the interests in each B/A received in the deemed exchange of interests pursuant to Section 2.21(a)(iii) shall, automatically and their successors with no further action required, be converted into the US Dollar Equivalent, determined using the Spot Exchange Rate calculated as of such date, of such amount. On and assigns after any such conversion, all amounts accruing and owed to any Lender in respect of its applicable Loan Document Obligations shall accrue and be conclusive absent manifest errorpayable in US Dollars at the rates otherwise applicable hereunder (and, in the case of interest on Loans and B/A Drawings, at the default rate applicable to Base Rate Loans hereunder).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Loan and LC Disbursement denominated in Sterling shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that automatically and without any further action required be converted into Dollars determined using the exchange rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the U.S. Dollar Amount of such funding obligations, but only 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 funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 9.04, and each Borrower the Borrowers hereby consents consent and agrees agree to the CAM Exchange. Each Borrower The Borrowers and each Lender agrees the Lenders 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 Lenders after giving effect to the CAM Exchange, and each Lender Xxxxxx agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and paragraph (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest errorbelow).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VIIaccordance with Section 8.02, (bii) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed the event that on the CAM Exchange shall not result Date any Unreimbursed Amount is outstanding on account of any Letter of Credit or Lender Issued Guaranty, each Global Revolving Credit Lender shall, in a reallocation accordance with Section 2.03(c), promptly make its L/C Advance in respect of such funding obligationsUnreimbursed Amount (but, but only of in any event, immediately prior to giving effect to the funded participations resulting therefrom) and (c) CAM Exchange), whereupon the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that under each Class of Loans and Commitments in which it shall own participate as of such date and immediately prior to the CAM Exchangedate, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Classes of Loans and Commitments and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, the interests in the Designated ObligationObligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent, 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 Lender, Lender and each person Person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower 11.06 hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower Lender to execute or and deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 paragraphparagraph below), but giving effect to assignments . Any direct payment received by a Lender upon or after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations set-off, in respect of a single Class of Commitments or Loans. an Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance with this Article XII. (c) In the event that, on or after the CAM ExchangeExchange Date, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement a disbursement under a Letter of either Tranche Credit by an Issuing Bank L/C Issuer or Lender Issued Guarantee by the Guarantee Lender that is not reimbursed by the applicable a Borrower, then (ai) each Global Revolving Credit Lender of such Tranche shall, in accordance with Section 2.05(d2.03(c), promptly purchase from the applicable Issuing Bank a participation make its L/C Advance in such LC Disbursement in the amount respect of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement Unreimbursed Amount (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement disbursement and the purchase making of participations therein by the applicable Lenders, such L/C Advances and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of 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 Classes of Loans and Commitments (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 paragraph (a) above), and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, 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 such disbursement and L/C Advance been outstanding immediately prior to on the CAM ExchangeExchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive conclusive, absent manifest error. (d) It is acknowledged and agreed that the foregoing provisions of this Section reflect an agreement entered into solely among the Lenders (and not any Loan Party). (e) Each Borrower (for itself and on behalf of each other Loan Party) does not object to the foregoing (and agrees to not to raise any such objection in the future, including, without limitation, in any proceeding under any Debtor Relief Law). (f) Each Borrower (for itself and on behalf of each other Loan Party) agrees that (i) no consent of any Loan Party shall be required under any Loan Document (including under Section 11.06) with respect to any action taken by the Lenders pursuant to this Article XII and (ii) after the CAM Exchange Date, Section 3.01 shall be interpreted such that any Taxes required to be withheld, deducted or remitted with respect to a payment to Recipient following the CAM Exchange, that were not required to be withheld, deducted or remitted with respect to payments to such Recipient prior to the CAM Exchange, shall be Indemnified Taxes or Other Taxes (and not Excluded Taxes or subject to the proviso in Section 3.01(a)(iii) or the fourth parenthetical phrase (relating to Irish Withholding Taxes) in Section 3.01(c)). [Remainder of the page intentionally left blank]

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Revolver Commitments shall automatically and without further act be terminated as provided in Article VIISection 8, (bii) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Swing Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each such Designated ObligationObligations. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 13.1 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 paragraphclause (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 class of Revolver Commitments or Loans. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC a Letter of Credit Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each U.S. Revolving Lender of such Tranche or Australian Revolving Lender, as applicable, shall, in accordance with Section 2.05(d2.11(e) or Section 2.12(e), as applicable, promptly purchase from the applicable Issuing Bank a participation in such LC Letter of Credit Disbursement in the amount equal to its Pro Rata Share of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, Letter of such LC Credit Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Letter of Credit Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 Letter of Credit Disbursement been outstanding immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Revolving Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each Borrower the Borrowers hereby consents consent and agrees agree to the CAM Exchange. Each Borrower The Borrowers and each Lender agrees the Revolving Lenders 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 CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower of the Borrowers to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 Revolving 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an any Issuing Bank that is not reimbursed by the applicable BorrowerBorrowers, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable such Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, the Revolving Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Revolving Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c).

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act action be deemed to have made reciprocal purchases of exchanged interests in the Designated Specified Obligations under the Tranches (and participation interests in Letters of Credit) such that, in lieu of the interests interest of each Lender in the particular Designated Specified Obligations that under each Tranche in which it shall own participate as of such date (including the principal, reimbursement, interest and immediately prior to the CAM Exchangefee obligations of each Credit Party in respect of each such Tranche) and, if such Lender holds a Revolving Commitment as of such date, such Lender’s participation interests in Letters of Credit, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Specified Obligations under each Designated Obligationof the Tranches (including the principal, reimbursement, interest and fee obligations of each Credit Party in respect of each such Tranche) and hold a participation interest in each Letter of Credit equal to its CAM Percentage thereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 Participant, each Credit Party and each Borrower the Administrative Agent hereby consents and agrees to the CAM Exchange. Each Borrower Lender and each Lender Credit 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder such Lender to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided provided, however, that the failure of any Borrower Credit Party to execute or and deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after On the CAM Exchange Date, each payment received by 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 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such excess in the applicable currency or currencies (or, if requested by the Administrative Agent, in 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 Tranche One Percentage or Tranche Two Percentage, as funded Exposures before giving effect to the case may be, of CAM Exchange exceeds such LC Disbursement (without funded Exposures after giving effect to the CAM Exchange), . (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Each Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments obligation 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 immediately prior exchange its interests pursuant to the CAM Exchange. Each such redetermination Exchange shall be binding on each absolute and unconditional and shall not be affected by any circumstance including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any other Lender, any Credit Party or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, (iii) any adverse change in the condition (financial or otherwise) of any member of the Lenders and their successors and assigns and shall be conclusive absent manifest errorConsolidated Group or any other Person, (iv) any breach of this Credit Agreement by any Credit Party, any Lender or any other Person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each Designated Specified Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower of the Borrowers and each Lender 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 CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 Revolving 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and paragraph (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest errorbelow).

Collection Allocation Mechanism. On (a) Notwithstanding any other provision of this Agreement or any Loan Document, on the CAM Exchange Date, (ai) the all Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) Section 8 and (cii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Loans such that, that in lieu of the interests interest of each Lender in the particular Designated Obligations that each Loan in which it shall own participate as of such date and immediately prior to the CAM Exchangedate, such Lender shall own hold an interest in every one of the Loans, whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage in each Designated Obligationthereof; provided that such CAM Exchange will not affect the aggregate amount of the obligations of the Loan Parties to the Lenders under the Loan Documents. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Loan Party hereby consents and agrees to the CAM Exchange. Each Borrower , and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan. Each Loan Party 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent Agents against delivery of any new promissory notes so executed and deliveredevidencing its interests in the Loans; provided provided, however, that the failure of any Borrower Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent Agents pursuant to any Loan Document in respect of the Designated Obligations Specified Obligations, and each distribution made by the Administrative Agents pursuant to any Loan Document in respect of the Specified 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 Percentages. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, including by way of setoff, in respect of a Specified Obligation, shall be paid over to the US Administrative Agent or the Canadian Administrative Agent, as applicable, for distribution to the Lenders in accordance herewith. (c) In the event that on the CAM Exchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under any Letter of Credit shall remain unpaid, each Lender shall, before giving effect to the CAM Exchange, promptly pay over to the Administrative Agents, in immediately available funds and in the currency that such Letter of Credit is denominated, an amount (determined after deducting any cash collateral held by the Collateral Agents on behalf of the Loan Parties with respect to such Letter of Credit) equal to such Lender’s Pro Rata Percentage (as notified to such Lender by the Administrative Agents), of such Letter of Credit’s undrawn face amount or (to the extent it has not already done so) any unpaid LC Disbursement under Section 2.18(e)(ii), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the applicable Administrative Agent, at the rate that would be applicable at the time to a Revolving Loan that is an ABR Loan accruing interest at the ABR Rate in a principal amount equal to such amount. The Administrative Agents shall establish a separate account or accounts for each Lender (each, an “L/C Reserve Account”) for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The applicable Administrative Agent shall deposit in each Lender’s L/C Reserve Account such Lender’s CAM Percentage of the amounts received from the Lenders as provided above. The Administrative Agents shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (d), (e), (f) or (g) below. The applicable Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s L/C Reserve Account shall be held as a reserve against the LC Obligations due and owing , shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being understood agreed that nothing herein shall be construed to prohibit the assignment of a proportionate part of all an assigning Lender’s rights and reimbursement obligations in respect of a single Class Letters of Commitments or Loans. Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.18. (d) In the event that, that after the CAM ExchangeExchange Date any drawing shall be made in respect of a Letter of Credit, the aggregate amount applicable Administrative Agent shall, at the request of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by in respect of such Letter of Credit, withdraw from the applicable Borrower, then (a) L/C Reserve Account of each Lender of such Tranche shallany amounts, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in up to the amount of such Lender’s Tranche One CAM Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement drawing, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to such Issuing Bank in satisfaction of the reimbursement obligations of the Lenders under Section 2.18 (without giving effect but not of any Borrower under Section 2.18). In the event any Lender shall default on its obligation to pay over any amount to the CAM Exchange)Administrative Agents in respect of any Letter of Credit as provided in this Section 2.22, (b) the Administrative Agent Issuing Bank in respect thereof shall, in the event of a drawing thereunder, have a claim against such Lender to the same extent as if such Lender had defaulted on its obligations under Section 2.18, but shall redetermine have no claim against any other Lender in respect of such defaulted amount, notwithstanding the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases exchange of interests in the Designated Obligations reimbursement obligations pursuant to Section 2.22(a). Each other Lender shall have a claim against such defaulting Lender for any damages sustained by it as a result of such default, including, in the event such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount. (e) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the applicable Administrative Agent shall withdraw from the L/C Reserve Account of each Lender shall own an interest equal the amount remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such Lender’s CAM Percentage in each . (f) With the prior written approval of the Designated Obligations US Administrative Agent or the Canadian Administrative Agent, as applicable, and (c) the Issuing Bank in respect of such Letter of Credit, any Lender may withdraw the amount held in its L/C Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be unconditionally obligated, in the event distributions there shall subsequently be a drawing under such Letter of Credit, to pay over to the applicable Administrative Agent for the account of such Issuing Bank on demand, its CAM Percentage of such drawing. (g) Pending the withdrawal by any Lender of any amounts from its L/C Reserve Account as contemplated by the above paragraphs, the applicable Administrative Agent will, at the direction of such Lender and subject to such rules as the applicable Administrative Agent may prescribe for the avoidance of inconvenience, invest such amounts in Cash Equivalents. Each Lender that has not withdrawn the amounts in its L/C Reserve Account as provided in Section 2.22(f) above shall have been the right, at intervals reasonably specified by the applicable Administrative Agent to withdraw the earnings on investments so made by the Administrative Agents with amounts in accordance with its L/C Reserve Account and to retain such earnings for its own account. (h) Notwithstanding any other provision of this Agreement, if, as a direct result 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 immediately prior to implementation of the CAM Exchange. Each , any Borrower is required to withhold Taxes from amounts payable to any Agent, any Lender or any Participant hereunder, the amounts so payable to such redetermination Agent, such Lender or such Participant shall be binding on each increased to the extent necessary to yield to such Agent, such Lender or such Participant (after payment of all Taxes) interest or any such other amounts payable hereunder at the Lenders and their successors and assigns and rates or in the amounts specified in this Agreement; provided, however, that such Borrower shall not be required to increase any such amounts payable to such Lender or Participant under this Section 2.22 (but, rather, shall be conclusive absent manifest errorrequired to increase any such amounts payable to such Lender or Participant to the extent required by Section 2.15) if such Lender or Participant was prior to or on the CAM Exchange Date already a Lender or Participant with respect to such Borrower. If a Lender that is not incorporated in the United States, in its good faith judgment, is eligible for an exemption from, or reduced rate of, U.S. federal withholding tax on payments by the U.S. Borrower under this Agreement, the U.S. Borrowers shall not be required to increase any such amounts payable to such Lender if such Lender fails to comply with the requirements of Section 2.15(e).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bi) each Lender holding US Revolving Credit Commitments shall become obligated immediately be deemed to fund, within one Business Day, all have acquired (and shall promptly make payment therefor to the Agent in accordance with Section 2.03) participations in the outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result amount of US Letter of Credit Obligations with respect to each US Letter of Credit in a reallocation of an amount equal to such funding obligations, but only Lender’s Ratable Share of the funded participations resulting therefrom) aggregate amount available to be drawn under such US Letter of Credit and (cii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.08) be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Advances and participations in the Letters of Credit, such that, that in lieu of the interests interest of each Lender in the particular Designated each Advance, and Letter of Credit Obligations that in which it shall own participate as of such date (including such Lender’s interest in the Obligations, Guaranties and immediately prior to the CAM ExchangeCollateral of each Loan Party in respect of each such Advance and Letter of Credit Obligations), such Lender shall own hold an interest in every one of the Advances and a participation in all of the Letter of Credit Obligations (including the Obligations, Guaranties and Collateral of each Loan Party in respect of each such Advance), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage in each Designated Obligationthereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Loan Party hereby consents and agrees to the CAM Exchange. Each Borrower , and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or any participation in any Letter of Credit. Each Loan Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans so executed and delivered; provided provided, however, that the failure of any Borrower Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations Obligations, and each distribution made by the Agent in respect of the 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 Percentages. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of a single Class of Commitments or Loans. In an Obligation shall be paid over to the event that, after Agent for distribution to the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, Lenders in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and herewith. (c) in the event distributions shall have been made in accordance with the preceding paragraph, The provisions of this Section 6.03 are solely an agreement among the Lenders shall make such payments to one another as shall be necessary in order that for the amounts received by them shall be equal to purpose of allocating risk and the amounts they would Borrowers have received had each LC Disbursement been outstanding immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest errorno additional obligations with respect thereto.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each Designated Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each Borrower the Borrowers hereby consents consent and agrees agree to the CAM Exchange. Each Borrower The Borrowers and each Lender agrees the Lenders 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 Lenders after giving effect to the CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that that, the failure of any Borrower to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an the Issuing Bank that is not reimbursed by the applicable any Borrower, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(e), promptly purchase from the applicable Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Revolving Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, the Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided that, in connection with any such assignment such Revolving Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Revolving Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each Borrower the Borrowers hereby consents consent and agrees agree to the CAM Exchange. Each Borrower The Borrowers and each Lender agrees the Revolving Lenders 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 CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower of the Borrowers to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 Revolving 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an any Issuing Bank that is not reimbursed by the applicable BorrowerBorrowers, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable such Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, the Revolving Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Revolving Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c).

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, VII and (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. It is understood and agreed that Lenders holding interests in BAs immediately prior to the CAM Exchange shall discharge their obligations with respect to the payment of such BAs at the maturity thereof in exchange for the interests acquired by such Lenders in funded Loans in the CAM Exchange. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Credit Party hereby consents and agrees to the CAM Exchange. Each Borrower Credit Party 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 shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative an Agent pursuant to any Loan Credit 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), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein in this paragraph 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Tranche A Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One A Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VIIVIII, (bii) each US Revolving Lender shall become obligated immediately be deemed to fund, within one Business Day, all have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.04(c)) participations in outstanding the Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of an amount equal to such funding obligations, but only of the funded participations resulting therefrom) US Revolving Lender’s Swingline Exposure on such date and (ciii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Loans (other than the Swingline Loans) and B/A Drawings and, in the case of the US Revolving Lenders, participations in Swingline Loans and Letters of Credit such that, that in lieu of the interests interest of each Lender in the particular Designated Obligations that each Loan, B/A Drawing and Letter of Credit in which it shall own participate as of such date (including such Lender’s interest in the Loan Document Obligations of each Credit Party in respect of each such Loan, B/A Drawing and immediately prior to the CAM ExchangeLetter of Credit), such Lender shall own hold an interest in every one of the Loans (other than the Swingline Loans) and B/A Drawings and a participation in every one of the Swingline Loans and Letters of Credit (including the Loan Document Obligations of each Credit Party in respect of each such Loan and B/A Drawing and each LC Reserve Account established pursuant to Section 2.21(c) below), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereof. It is understood and agreed that Lenders holding interests in each Designated ObligationB/As on the CAM Exchange Date shall discharge the obligations to fund such B/As at maturity in exchange for the interests acquired by such Lenders pursuant to the CAM Exchange. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Credit Party hereby consents and agrees to the CAM Exchange. Each Borrower , and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or B/A Drawing. Each Credit Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes Notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes Notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and deliverednew Notes evidencing its interests in the Loans; provided provided, however, that the failure of any Borrower Credit Party to execute or deliver or of any Lender to accept any such promissory noteNote, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent or the Collateral Agent pursuant to any Loan Credit Document in respect of the Designated Obligations Loan Document Obligations, and each distribution made by the Collateral Agent pursuant to any Security Document in respect of the Loan Document 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 Percentages. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of a single Class of Commitments or Loans. Loan Document Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith. (c) In the event that, after that on the CAM ExchangeExchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, the aggregate amount of the Designated Obligations shall change as a result of the making of an or any LC Disbursement of either Tranche by an Issuing Bank that is shall not have been reimbursed by the applicable BorrowerUS Borrower or with the proceeds of a US Revolving Borrowing or Swingline Loan, then each US Revolving Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in US Dollars equal to such US Revolving Lender’s US Revolving Percentage of each such undrawn face amount or (ato the extent it has not already done so) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentageunreimbursed drawing, as the case may be, of such LC Disbursement (without giving effect together with interest thereon from the CAM Exchange Date to the CAM Exchange), (b) date on which such amount shall be paid to the Administrative Agent shall redetermine at the CAM Percentages after giving effect rate that would be applicable at the time to a Base Rate Revolving Loan in a principal amount equal to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders amount. The Administrative Agent shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that establish a separate account or accounts for each Lender (each, an “LC Reserve Account”) for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The Administrative Agent shall own an interest equal to deposit in each Lender’s LC Reserve Account such Lender’s CAM Percentage of the amounts received from the US Revolving Lenders as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s LC Reserve Account shall be held as a reserve against the LC Exposures, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05. (d) In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Administrative Agent shall, at the request of the Designated Obligations Letter of Credit Issuer, withdraw from the LC Reserve Account of each Lender any amounts, up to the amount of such Lender’s CAM Percentage of such drawing, deposited in respect of such Letter of Credit and (c) remaining on deposit and deliver such amounts to the Letter of Credit Issuer in satisfaction of the reimbursement obligations of the US Revolving Lenders under Section 2.05(e). In the event that any US Revolving Lender shall default on its obligation to pay over any amount to the Administrative Agent in respect of any Letter of Credit as provided in this Section 2.21, the Letter of Credit Issuer shall, in the event distributions of a drawing thereunder, have a claim against such US Revolving Lender to the same extent as if such Lender had defaulted on its obligations under Section 2.05(c), but shall have been made no claim against any other Lender in accordance with respect of such defaulted amount, notwithstanding the preceding paragraphexchange of interests in the US Borrower’s reimbursement obligations pursuant to Section 2.21(a). Each other Lender shall have a claim against such defaulting US Revolving Lender for any damages sustained by it as a result of such default, including, in the event that such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount. (e) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Lenders Administrative Agent shall make withdraw from the LC Reserve Account of each Lender the amount remaining on deposit therein in respect of such payments Letter of Credit and distribute such amount to one another as such Lender. (f) With the prior written approval of the Administrative Agent (not to be unreasonably withheld), any Lender may withdraw the amount held in its LC Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be necessary unconditionally obligated, in order that the amounts received by them event there shall subsequently be equal a drawing under such Letter of Credit, to pay over to the amounts they would have received had each LC Disbursement been outstanding Administrative Agent, for the account of the applicable Issuing Bank, on demand, its CAM Percentage of such drawing. (g) In the event the CAM Exchange Date shall occur, (i) Loan Document Obligations of the Credit Parties (other than in respect of B/As) denominated in any currency other than US Dollars shall, automatically and with no further act required, be converted to obligations of the same Credit Parties denominated in US Dollars, effective immediately prior to the Lenders being deemed to have exchanged interests pursuant to Section 2.21(a)(iii) and based upon the Spot Exchange Rates in effect with respect to the relevant currencies on the CAM Exchange. Each such redetermination shall be binding on each Exchange Date, and (ii) immediately upon the date of expiration of the Lenders Contract Period in respect thereof, the interests in each B/A received in the deemed exchange of interests pursuant to Section 2.21(a)(iii) shall, automatically and their successors with no further action required, be converted into the US Dollar Equivalent, determined using the Spot Exchange Rate calculated as of such date, of such amount. On and assigns after any such conversion, all amounts accruing and owed to any Lender in respect of its applicable Loan Document Obligations shall accrue and be conclusive absent manifest errorpayable in US Dollars at the rates otherwise applicable hereunder (and, in the case of interest on Loans and B/A Drawings, at the default rate applicable to Base Rate Loans hereunder).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act action be deemed to have made reciprocal purchases of exchanged interests in the Designated Specified Obligations under each of the Classes (and participation interests in Letters of Credit) such that, in lieu of the interests interest of each Lender in the particular Designated Specified Obligations that under each Class in which it shall own participate as of such date (including the principal, reimbursement, interest and immediately prior to the CAM Exchangefee obligations of each Loan Party in respect of each such Classes) and, if such Lender holds a Revolving A Commitment as of such date, such Lender’s participation interests in Letters of Credit, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Specified Obligations under each Designated Obligationof the Classes (including the principal, reimbursement, interest and fee obligations of each Loan Party in respect of each such Classes) and hold a participation interest in each Letter of Credit equal to its CAM Percentage thereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 Participant and each Borrower the Administrative Agent hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder such Lender to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided provided, however, that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after On the CAM Exchange Date, each payment received by 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 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such excess in the applicable currency or currencies (or, if requested by the Administrative Agent, in 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 Tranche One Percentage or Tranche Two Percentage, as funded Exposures before giving effect to the case may be, of CAM Exchange exceeds such LC Disbursement (without funded Exposures after giving effect to the CAM Exchange), . (b) the Administrative Agent shall redetermine Each Lender’s obligation to exchange its interests pursuant to the CAM Percentages after giving effect to Exchange shall be absolute and unconditional and shall not be affected by any circumstance including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such LC Disbursement and Lender may have against any other Lender, any Loan Party or any other Person for any reason whatsoever, (ii) the purchase occurrence or continuance of participations therein by the applicable Lendersa Default, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests (iii) any adverse change in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each condition (financial or otherwise) of the Designated Obligations and Company or any of its Subsidiaries or any other Person, (iv) any breach of this Agreement by any Loan Party, any Lender or any other Person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each For purposes of the Lenders and their successors and assigns and shall be conclusive absent manifest error.this Section 9.04:

Collection Allocation Mechanism. On Notwithstanding anything to the contrary contained herein, on the CAM Exchange Date, to the extent not otherwise prohibited by law, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that under each Loan and Letter of Credit in which it shall own participate as of such date and immediately prior to the CAM Exchangedate, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Loans and Letters of Credit and (b) simultaneously with the deemed exchange of interests pursuant to clause (a) above, the interests in the Designated ObligationObligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent 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 Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 11.4 and each the Borrower hereby consents and agrees to the CAM Exchange. Each The Borrower and each Lender agrees the Lenders 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any the Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. 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 paragraphpayment), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each Designated Specified Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower of the Borrowers and each Lender 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 CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 Revolving 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 paragraphparagraph (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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an any Issuing Bank that is not reimbursed by the applicable any Borrower, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable such Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Revolving Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Revolving Lenders, and the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, the Revolving Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Revolving Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Revolving Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph. XXXXX FARGO BANK, NATIONAL ASSOCIATION --- $279,000,000.00 $31,000,000.00 BANK OF AMERICA, N.A. --- $279,000,000.00 $31,000,000.00 MUFG BANK, LTD. --- $252,000,000.00 $28,000,000.00 HSBC BANK USA, NATIONAL ASSOCIATION --- $162,000,000.00 $18,000,000.00 HSBC BANK PLC (AS TRUSTEE FOR HSBC UK BANK PLC) --- $90,000,000.00 $10,000,000.00 CITIZENS BANK, N.A. --- $213,300,000.00 $23,700,000.00 SUNTRUST BANK --- $213,300,000.00 $23,700,000.00 PNC BANK, NATIONAL ASSOCIATION --- $213,300,000.00 $23,700,000.00 TD BANK, N.A. --- $213,300,000.00 $23,700,000.00 CAPITAL ONE, NATIONAL ASSOCIATION --- $213,300,000.00 $23,700,000.00 COMPASS BANK d/b/a BBVA COMPASS --- $193,500,000.00 $21,500,000.00 BRANCH BANKING AND TRUST COMPANY --- $162,000,000.00 $18,000,000.00 BNP PARIBAS --- $162,000,000.00 $18,000,000.00 UNICREDIT BANK AG, NEW YORK BRANCH --- $162,000,000.00 $18,000,000.00 U.S. BANK NATIONAL ASSOCIATION --- $139,500,000.00 $15,500,000.00 ROYAL BNAK OF CANADA --- $135,000,000.00 $15,000,000.00 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH --- $67,500,000.00 $7,500,000.00 XXXXX FARGO BANK, NATIONAL ASSOCIATION $75,000,000 BANK OF AMERICA, N.A. $75,000,000 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each Designated Specified Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower of the Borrowers and each Lender 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 CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 Revolving 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 paragraphparagraph (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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an any Issuing Bank that is not reimbursed by the applicable any Borrower, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable such Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Revolving Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Revolving Lenders, and the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, the Revolving Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Revolving Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Revolving Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph. XXXXX FARGO BANK, NATIONAL ASSOCIATION --- $279,000,000.00 $31,000,000.00 Bank of America, N.A. --- $279,000,000.00 $31,000,000.00 MUFG Bank, Ltd. --- $252,000,000.00 $28,000,000.00 HSBC Bank USA, National Association --- $162,000,000.00 $18,000,000.00 HSBC Bank PLC (as Trustee for HSBC UK Bank PLC) --- $90,000,000.00 $10,000,000.00 Citizens Bank, N.A. --- $213,300,000.00 $23,700,000.00 SunTrust Bank --- $213,300,000.00 $23,700,000.00 PNC Bank, National AssocIation --- $213,300,000.00 $23,700,000.00 TD Bank, N.A. --- $213,300,000.00 $23,700,000.00 Capital One, National Association --- $213,300,000.00 $23,700,000.00 Compass Bank d/b/a BBVA CompassUSA --- $193,500,000.00 $21,500,000.00 Branch Banking and Trust Company --- $162,000,000.00 $18,000,000.00 BNP Paribas --- $162,000,000.00 $18,000,000.00 UniCredit Bank AG, New York Branch --- $162,000,000.00 $18,000,000.00 U.S. Bank National Association --- $139,500,000.00 $15,500,000.00 Royal BNAKBANK of Canada --- $135,000,000.00 $15,000,000.00 Credit Suisse AG, Cayman Islands Branch --- $67,500,000.00 $7,500,000.00 LETTER OF CREDIT COMMITMENTS ISSUING BANK LETTER OF CREDIT COMMITMENT XXXXX FARGO BANK, NATIONAL ASSOCIATION $75,000,000 BANK OF AMERICA, N.A. $75,000,000 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result Revolving Loan and LC Disbursement denominated in a reallocation Foreign Currency shall automatically and without any further action required, be converted into Dollars in an amount equal to the Dollar Amount of such funding obligations, but only 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 funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 9.04, and each Borrower the Borrowers hereby consents consent and agrees agree to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an the Issuing Bank that is not reimbursed by the applicable BorrowerBorrowers, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c).

Collection Allocation Mechanism. (a) On the first date after the Closing Date on which there shall occur an Event of Default under Section 10.6 or the acceleration of Obligations pursuant to Section 11.1(a) (the “CAM Exchange Date”), (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bi) each Lender shall become obligated immediately be deemed to fund, within one Business Day, all have acquired (and shall promptly make payment therefor to the Agent in accordance with Section 2.1(d)) participations in the Swingline Advances, in an amount equal to such Lender’s Commitment Percentage of each Swingline Advance outstanding Swingline Loans held by it on such date, (it being agreed that ii) each Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the CAM Exchange shall not result Agent in accordance with Section 2.9(g) (in the case of a reallocation US Lender) or Section 2.9(h) (in the case of a Canadian Lender) participations in the Obligations with respect to each Letter of Credit in an amount equal to such funding obligations, but only Lender’s Commitment Percentage of the funded participations resulting therefrom) aggregate amount available to be drawn under such Letter of Credit, and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Advances and participations in the Swingline Advances and Letters of Credit, such that, that in lieu of the interests interest of each Lender in each Advance and the particular Designated Obligations that with respect to each Swingline Advance and each Letter of Credit in which it shall own as of such date and participate immediately prior to the CAM ExchangeExchange Date (including such Lender’s interest in the Obligations, Guarantees and Collateral of each Loan Party in respect thereof), such Lender shall own hold an interest in every one of the Advances and a participation in all of the Obligations in respect of Swingline Advances and Letters of Credit (including the Obligations, Guarantees and Collateral of each Loan Party in respect thereof), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage in each Designated Obligationthereof (the foregoing exchange being referred to as the “CAM Exchange”). Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Loan Party hereby consents and agrees to the CAM Exchange. Each Borrower , and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Advance or any participation in any Swingline Advance or Letter of Credit. Each Loan Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender to the Agent any promissory notes originally received by it in connection with its Advances hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Advances so executed and delivereddelivered pursuant to this Section 11.6(a); provided provided, however, that the failure of any Borrower Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to this Agreement or any Loan Other Document in respect of any of the Designated Obligations related to the Advances, the Letters of Credit and the Swingline Advances, and all fees, costs and expenses arising out of or related to any of the foregoing, in each case as provided in this Agreement and the Other Documents, and each distribution made by the Agent in respect of such 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 Percentages. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of an Obligation shall be paid over to the Agent for distribution to the Lenders in accordance herewith. (c) The provisions of this Section 11.6 are solely an agreement among the Lenders and Agent for the purpose of allocating risk and the Loan Parties have no additional obligations or rights with respect thereto. (d) For purposes of this Section 11.6, “CAM Percentage” means, as to each Lender, a single Class fraction, expressed as a decimal, of Commitments or Loans. In which (i) the event thatnumerator shall be the sum, after without duplication, of (A) the CAM ExchangeCanadian Commitment, if any, of such Lender, (B) the US Commitment, if any, of such Lender, and (C) the aggregate amount of any Obligations otherwise owed to such Lender pursuant to this Agreement and the Designated Obligations shall change as a result Other Documents in respect of Advances, Letters of Credit and Swingline Advances, and fees, costs and expenses with respect to any of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shallforegoing, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the each case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination Exchange Date, and (ii) the denominator shall be binding on each the sum of (A) the aggregate US Commitments of all the Lenders, (B) the aggregate Canadian Commitments of all Lenders, and (C) the aggregate amount of any Obligations otherwise owed to Lenders pursuant to this Agreement and the Other Documents in respect of Advances, Letters of Credit and Swingline Advances, and fees, costs and expenses with respect to any of the Lenders and their successors and assigns and shall be conclusive absent manifest errorforegoing.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) VII and (cii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 9.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 paragraphclause (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (ai) each Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable such Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Revolving Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each the Borrower hereby consents and agrees to the CAM Exchange. Each The Borrower and each Lender agrees the Revolving Lenders 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 CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any the Borrower to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 Revolving 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an the Issuing Bank that is not reimbursed by the applicable Borrower, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as (after giving effect to the case may be, reallocation provisions of Section 2.06(d)) of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, the Revolving Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Revolving Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c). LENDER 2018 DOLLAR TRANCHE COMMITMENT 2020 DOLLAR TRANCHE COMMITMENT 2018 MULTICURRENCY TRANCHE COMMITMENT 2020 MULTICURRENCY TRANCHE COMMITMENT JPMORGAN CHASE BANK, N.A. $ 0 $ 0 $ 0 $ 200,000,000 XXXXX FARGO BANK, NATIONAL ASSOCIATION $ 0 $ 0 $ 0 $ 200,000,000 BANK OF AMERICA, N.A. $ 0 $ 0 $ 0 $ 200,000,000 HSBC BANK USA, NATIONAL ASSOCIATION $ 0 $ 0 $ 0 $ 200,000,000 U.S. BANK NATIONAL ASSOCIATION $ 0 $ 0 $ 0 $ 200,000,000 BMO XXXXXX BANK, N.A. $ 0 $ 0 $ 0 $ 200,000,000 SUNTRUST BANK $ 0 $ 0 $ 0 $ 125,000,000 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. $ 0 $ 0 $ 0 $ 125,000,000 COMPASS BANK $ 0 $ 0 $ 0 $ 125,000,000 FIFTH THIRD BANK $ 0 $ 0 $ 0 $ 125,000,000 DBS BANK LTD. $ 0 $ 0 $ 0 $ 125,000,000 BRANCH BANKING & TRUST COMPANY $ 0 $ 0 $ 0 $ 100,000,000 CITIZENS BANK, N.A. $ 0 $ 0 $ 0 $ 100,000,000 SUMITOMO MITSUI BANKING CORPORATION $ 0 $ 0 $ 80,437,500 $ 0 PNC BANK, NATIONAL ASSOCIATION $ 0 $ 0 $ 61,875,000 $ 0 NATIONAL BANK OF ARIZONA $ 0 $ 0 $ 0 $ 50,000,000 BOKF, NA D/B/A BANK OF ARIZONA $ 0 $ 0 $ 0 $ 50,000,000 THE NORTHERN TRUST COMPANY $ 0 $ 0 $ 0 $ 35,000,000 ALLIANCE BANK OF ARIZONA, A DIVISION OF WESTERN ALLIANCE BANK $ 0 $ 0 $ 20,625,000 $ 0 BANK OF THE WEST $ 0 $ 0 $ 20,625,000 $ 0 MIDFIRST BANK $ 20,625,000 $ 0 $ 0 $ 0 XXX XXXX XX XXXX XXXX, XXXXXXX, XXX XXXX BRANCH $ 20,625,000 $ 0 $ 0 $ 0 BANKERS TRUST COMPANY $ 0 $ 0 $ 16,500,000 $ 0 XXXXX XXX COMMERCIAL BANK, LTD. $ 0 $ 0 $ 12,375,000 $ 0 XXX XXX COMMERCIAL BANK, LTD., NEW YORK AGENCY $ 0 $ 0 $ 12,375,000 $ 0 BANK OF TAIWAN $ 0 $ 0 $ 12,375,000 $ 0 XXXX XXXX XX XXXXXX, XXX XXXX BRANCH $ 12,375,000 $ 0 $ 0 $ 0 MANUFACTURERS BANK $ 12,375,000 $ 0 $ 0 $ 0 MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., NEW YORK BRANCH $ 12,375,000 $ 0 $ 0 $ 0 TAIWAN COOPERATIVE BANK $ 12,375,000 $ 0 $ 0 $ 0 TAIPEI FUBON COMMERCIAL BANK CO., LTD. $ 8,250,000 $ 0 $ 0 $ 0 E.SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH $ 8,250,000 $ 0 $ 0 $ 0 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 1. Assignor: ____________________________________ 2. Assignee: ____________________________________ [and is an Affiliate/Approved Fund of [identify Lender]1] 3. Borrower(s):

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Loan and LC Disbursement denominated in Sterling shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that automatically and without any further action required be converted into Dollars determined using the exchange rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the U.S. Dollar Amount of such funding obligations, but only 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 funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such LenderXxxxxx’s CAM Percentage in each Designated Obligation. Each Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 9.04, and each Borrower the Borrowers hereby consents consent and agrees agree to the CAM Exchange. Each Borrower The Borrowers and each Lender agrees the Lenders 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 Lenders after giving effect to the CAM Exchange, and each Lender Xxxxxx agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an the Issuing Bank that is not reimbursed by the applicable any Borrower, then (ai) each Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable Issuing Bank the U.S. Dollar Amount of a participation in such LC Disbursement in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphparagraph (b) above, the Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided that, in connection with any such assignment, such Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act action be deemed to have made reciprocal purchases of exchanged interests in the Designated Specified Obligations under the Tranches (and participation interests in Letters of Credit) such that, in lieu of the interests interest of each Lender in the particular Designated Specified Obligations that under each Tranche in which it shall own participate as of such date (including the principal, reimbursement, interest and immediately prior to the CAM Exchangefee obligations of each Credit Party in respect of each such Tranche) and, if such Lender holds a Revolving Commitment as of such date, such Lender's participation interests in Letters of Credit, such Lender shall own an interest equal to such Lender’s 's CAM Percentage in the Specified Obligations under each Designated Obligationof the Tranches (including the principal, reimbursement, interest and fee obligations of each Credit Party in respect of each such Tranche) and hold a participation interest in each Letter of Credit equal to its CAM Percentage thereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 Participant, each Credit Party and each Borrower the Administrative Agent hereby consents and agrees to the CAM Exchange. Each Borrower Lender and each Lender Credit 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder such Lender to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided provided, however, that the failure of any Borrower Credit Party to execute or and deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after On the CAM Exchange Date, each payment received by 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 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such excess in the applicable currency or currencies (or, if requested by the Administrative Agent, in 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 Tranche One Percentage or Tranche Two Percentage, as 's funded Exposures before giving effect to the case may be, of CAM Exchange exceeds such LC Disbursement (without funded Exposures after giving effect to the CAM Exchange), . (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect Each Lender's obligation to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchange its interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior pursuant to the CAM Exchange. Each such redetermination Exchange shall be binding on each absolute and unconditional and shall not be affected by any circumstance including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any other Lender, any Credit Party or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, (iii) any adverse change in the condition (financial or otherwise) of any member of the Lenders and their successors and assigns and shall be conclusive absent manifest errorConsolidated Group or any other Person, (iv) any breach of this Credit Agreement by any Credit Party, any Lender or any other Person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, Date (ai) the Revolving Credit Commitments shall automatically and without further act be terminated as provided in Article VIISection 8.02, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (cii) the Revolving Credit Lenders shall automatically and without further act (and without regard to the provisions of Section 10.06) be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Revolving Credit Facilities such that, that in lieu of the interests interest of each Revolving Credit Lender in the particular Designated Obligations that each Revolving Credit Facility in which it shall own participate as of such date and immediately prior to (including such Lender’s interest in the CAM ExchangeSpecified Obligations of each Loan Party in respect of each such Revolving Credit Facilities), such Revolving Credit Lender shall own hold an interest in each of the Revolving Credit Facilities (including the Specified Obligations of each Loan Party in respect of each Revolving Credit Facility and each L/C Reserve Account established pursuant to clause (c) below), whether or not such Revolving Credit Lender shall previously have participated therein, equal to such Revolving Credit Lender’s CAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, Specified Obligations to be received by the Lenders in each Designated Obligationsuch deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent, 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 Revolving Credit Lenders in respect of such Specified Obligations shall accrue and be payable in Dollars at the rate otherwise applicable hereunder; provided, that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Revolving Credit Lenders under the Loan Documents. Each Lender, each person acquiring a participation from any Revolving Credit Lender as contemplated by Section 11.04 and each Borrower Loan Party hereby consents and agrees to the CAM Exchange, and each Revolving Credit Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Revolving Credit Facility. Each Borrower Loan Party and each Revolving Credit Lender 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 Credit Lenders after giving effect to the CAM Exchange, and each Revolving Credit Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Credit Loans hereunder to the Administrative Agent against delivery of any new promissory notes so executed and deliveredevidencing its interests in the Revolving Credit Facilities; provided provided, however, that the failure of any Borrower Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations Specified Obligations, and each distribution made by the Administrative Agent pursuant to any Loan Document in respect of the Specified Obligations, shall be distributed to the Revolving Credit Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of Percentages. Any direct payment received by a Revolving Credit Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of a single Class of Commitments or Loans. Specified Obligation shall be paid over to the Administrative Agent for distribution to the Revolving Credit Lenders in accordance herewith. (c) In the event thatthat on the CAM Exchange Date, after any Letter of Credit shall be outstanding and undrawn in whole or in part, or there shall be any Unreimbursed Amounts, each Multicurrency Revolving Credit Lender in respect of Unreimbursed Amounts with respect to Letters of Credit shall, before giving effect to the CAM Exchange, promptly pay over to the aggregate Administrative Agent, in immediately available funds and in the currency that such Letters of Credit are denominated, an amount of the Designated Obligations shall change equal to such Multicurrency Revolving Credit Lender’s Applicable Percentage (as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed notified to such Multicurrency Revolving Credit Lender by the applicable BorrowerAdministrative Agent), then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from Letter of Credit’s undrawn face amount or (to the applicable Issuing Bank a participation in extent it has not already done so) such LC Disbursement in the amount Letter of such LenderCredit’s Tranche One Percentage or Tranche Two PercentageUnreimbursed Amount, as the case may be, of such LC Disbursement (without giving effect together with interest thereon from the CAM Exchange Date to the CAM Exchange), (b) date on which such amount shall be paid to the Administrative Agent shall redetermine at the CAM Percentages after giving effect rate that would be applicable at the time to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests a Multicurrency Revolving Credit Loan that is a Base Rate Loan in the Designated Obligations such that each Lender shall own an interest a principal amount equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.such

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) VII and (cii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchanged interests in the Designated Specified Obligations and in each LC Reserve Account established pursuant to paragraph (b) below such that, in lieu of the interests interest of each Lender in the particular Designated Specified Obligations that owed to it shall own as of such date and immediately prior to the CAM Exchangeand, if such Lender shall be a Revolving Lender, such Lender's participation in undrawn Letters of Credit, such Lender shall own an interest equal to such Lender’s 's CAM Percentage in each Designated Obligationof the Specified Obligations outstanding hereunder and in each such LC Reserve Account. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 11.08 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided PROVIDED, HOWEVER, that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As . (b) In the event that on the CAM Exchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a result Letter of Credit shall not have been reimbursed either by the Borrowers or with the proceeds of a Revolving Borrowing, each Revolving Lender which shall, on such date and before giving effect to 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank have held a participation in such LC Disbursement Letter of Credit pursuant to Section 2.03(d) shall promptly pay over to the Administrative Agent, in the immediately available funds, an amount equal to such Lender's Revolving Percentage of such Lender’s Tranche One Percentage undrawn face amount or Tranche Two Percentagesuch unreimbursed drawing, as the case may be. The Administrative Agent shall establish a separate account (each, an "LC RESERVE ACCOUNT") for each Lender with respect to each such Letter of Credit for the amounts received in respect of such Letter of Credit from each Revolving Lender paying such amounts pursuant to the preceding sentence. Each Lender's LC Disbursement Reserve Account or Accounts, collectively, shall initially include cash in an amount equal to the product of (without x) such Lender's CAM Percentage and (y) the total amount received from the Revolving Lenders pursuant to the second preceding sentence after giving effect to the CAM Exchange. The Administrative Agent shall have dominion and control over each such account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (c), (bd), (e) or (f) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect to each Letter of Credit and the amounts on deposit in such LC Reserve Accounts. The amounts paid by a Revolving Lender to the Administrative Agent pursuant to this paragraph shall be held as a reserve against the LC Exposures, shall be the property of such Lender, shall not constitute Loans to any Borrower and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the Borrowers' reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.03. (c) In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Administrative Agent shall, at the request of the Issuing Bank, withdraw from the LC Reserve Account of each of the Lenders (in accordance with each Lender's CAM Percentage) any amounts, up to the amount of such drawing, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to the Issuing Bank in satisfaction of the reimbursement obligations of the Lenders under Section 2.03(d) (but not of the Borrowers under Section 2.03). (d) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Administrative Agent shall redetermine withdraw from the CAM Percentages after giving effect to such LC Disbursement and the purchase Reserve Account of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal the amount remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such Lender’s CAM Percentage in each . (e) With the prior written approval of the Designated Obligations Administrative Agent and the Issuing Bank (c) not to be unreasonably withheld), any Lender may withdraw the amount held in its LC Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be unconditionally obligated, in the event distributions there shall have been made in accordance with the preceding paragraphsubsequently be a drawing under such Letter of Credit, the Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal pay over to the amounts they would have received had each LC Disbursement been outstanding immediately prior to Administrative Agent, for the CAM Exchange. Each such redetermination shall be binding on each account of the Lenders and their successors and assigns and shall be conclusive absent manifest error.Issuing Bank, on demand, its CAM

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VIIVIII, (bii) the principal amount of each Lender Revolving Loan and L/C Credit Extension denominated in Canadian Dollars, Sterling or Euros shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Spot Rate calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Equivalent of such funding obligations, but only 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 funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 hereunder, and each Borrower the Borrowers hereby consents consent and agrees agree to the CAM Exchange. Each Borrower The Borrowers and each Lender agrees the Lenders 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.respective

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act action be deemed to have made reciprocal purchases of exchanged interests in the Designated Specified Obligations under the Tranches (and participation interests in Letters of Credit) such that, in lieu of the interests interest of each Lender in the particular Designated Specified Obligations that under each Tranche in which it shall own participate as of such date (including the principal, reimbursement, interest and immediately prior to the CAM Exchangefee obligations of each Credit Party in respect of each such Tranche) and, if such Lender holds a Revolving Commitment as of such date, such Lender’s participation interests in Letters of Credit, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Specified Obligations under each Designated Obligationof the Tranches (including the principal, reimbursement, interest and fee obligations of each Credit Party in respect of each such Tranche) and hold a participation interest in each Letter of Credit equal to its CAM Percentage thereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 Participant, each Credit Party and each Borrower the Administrative Agent hereby consents and agrees to the CAM Exchange. Each Borrower Lender and each Lender Credit 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder such Lender to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided provided, however, that the failure of any Borrower Credit Party to execute or and deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after On the CAM Exchange Date, each payment received by 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 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such excess in the applicable currency or currencies (or, if requested by the Administrative Agent, in 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 Tranche One Percentage or Tranche Two Percentage, as funded Exposures before giving effect to the case may be, of CAM Exchange exceeds such LC Disbursement (without funded Exposures after giving effect to the CAM Exchange), . (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Each Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments obligation 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 immediately prior exchange its interests pursuant to the CAM Exchange. Each such redetermination Exchange shall be binding on each absolute and unconditional and shall not be affected by any circumstance including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any other Lender, any Credit Party or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, (iii) any adverse change in the condition (financial or otherwise) of any member of the Lenders and their successors and assigns and shall be conclusive absent manifest errorConsolidated Group or any other Person, (iv) any breach of this Credit Agreement by any Credit Party, any Lender or any other CHAR1\1346423v112 Person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Revolving Credit Commitments shall automatically and without further act be terminated as provided in Article VII, VII and (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 9.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the 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), 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 Revolving Credit Commitments or Loans. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Tranche A Lender of such or Tranche B Lender, as applicable, shall, in accordance with Section 2.05(d2.04(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as under the case may be, applicable Class of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act immediately be deemed to have made reciprocal purchases sold and/or acquired (to the extent necessary, as determined by the Administrative Agent, to give effect to the intent of interests this Section 9.5) participations in the Designated Obligations such that, Loans (other than Swing Loans) and participations in lieu outstanding Letters of Credit and Swing Loans (and accrued and unpaid interest and fees thereon) under each of the interests of each Lender individual Facilities in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest amount equal to such Lender’s 's Ratable Portion of the Facilities taken as a whole (based on the Dollar Equivalent of the Loans on the CAM Percentage in each Designated ObligationExchange Date). Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Loan Party hereby consents and agrees to the CAM Exchange. Each Borrower , and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or any participation in any Swing Loan or Letter of Credit. Each Loan Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans so executed and delivered; provided provided, however, that the failure of any Borrower Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations subject to the exchange referred to above, and each distribution made by the Administrative Agent in respect of such Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined Ratable Portions of the Facilities taken as of each such date of a whole. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of a single Class of Commitments or Loans. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect Obligation subject to the CAM Exchange), (b) exchange referred to above shall be paid over to the Administrative Agent shall redetermine the CAM Percentages after giving effect for distribution to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the herewith. The CAM Exchange. Each such redetermination shall be binding on each of Exchange is an agreement between the Lenders and their successors and assigns and shall be conclusive absent manifest errorenforceable as among Lenders regardless of any automatic stay or comparable Requirement of Law resulting from the application of any bankruptcy or insolvency law with respect to any Loan Party.

Collection Allocation Mechanism. (a) On the CAM Exchange -------------------------------- Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VIIVIII, (bii) each Revolving Lender shall become obligated immediately be deemed to fund, within one Business Day, all have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.04(c)) participations in outstanding the Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of an amount equal to such funding obligations, but only of the funded participations resulting therefrom) Revolving Lender's Swingline Exposure on such date and (ciii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Loans (other than the Swingline Loans) and B/A Drawings and, in the case of the Revolving Lenders, participations in Swingline Loans and Letters of Credit such that, that in lieu of the interests interest of each Lender in the particular Designated Obligations that each Loan, B/A Drawing and Letter of Credit in which it shall own participate as of such date (including such Lender's interest in the Obligations of each Credit Party in respect of each such Loan, B/A Drawing and immediately prior to the CAM ExchangeLetter of Credit), such Lender shall own hold an interest in every one of the Loans (other than the Swingline Loans) and B/A Drawings and a participation in every one of the Swingline Loans and Letters of Credit (including the Obligations of each Credit Party in respect of each such Loan and B/A Drawing and each LC Reserve Account established pursuant to Section 2.21(c) below), whether or not such Lender shall previously have participated therein, equal to such Lender’s 's CAM Percentage in each Designated Obligationthereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Credit Party hereby consents and agrees to the CAM Exchange. Each Borrower , and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or B/A Drawing. Each Credit Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes Notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes Notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and deliverednew Notes evidencing its interests in the Loans; provided provided, however, that the failure of any Borrower Credit Party to execute or -------- ------- deliver or of any Lender to accept any such promissory noteNote, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent or the Collateral Agent pursuant to any Loan Credit Document in respect of the Designated Obligations Obligations, and each distribution made by the Collateral Agent pursuant to any Security Document in respect of the 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 Percentages. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of a single Class of Commitments or Loans. an Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith. (c) In the event that, after that on the CAM ExchangeExchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, the aggregate amount of the Designated Obligations shall change as a result of the making of an or any LC Disbursement of either Tranche by an Issuing Bank that is shall not have been reimbursed by the applicable BorrowerUS Borrower or with the proceeds of a Revolving Borrowing, then (a) each Revolving Lender of such Tranche shallshall promptly pay over to the Administrative Agent, in accordance with Section 2.05(d)immediately available funds, promptly purchase from an amount in US Dollars equal to such Revolving Lender's Available Revolving Percentage (calculated as of the applicable Issuing Bank a participation date of issuance of each such outstanding and undrawn Letter of Credit and each Letter of Credit in respect of which each such LC Disbursement in was made) of each such undrawn face amount or (to the amount of extent it has not already done so) each such Lender’s Tranche One Percentage or Tranche Two Percentageunreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Base Rate Revolving Loan in a principal amount equal to such amount. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an "LC Reserve Account") for the amounts received with respect to ------------------ each such Letter of Credit pursuant to the preceding sentence. The Administrative Agent shall deposit in each Lender's LC Reserve Account such Lender's CAM Percentage of the amounts received from the Revolving Lenders as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender's CAM Percentage. The amounts held in each Lender's LC Reserve Account shall be held as a reserve against the LC Exposures, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05. (d) In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Administrative Agent shall, at the request of the Letter of Credit Issuer, withdraw from the LC Disbursement (without giving effect Reserve Account of each Lender any amounts, up to the amount of such Lender's CAM ExchangePercentage of such drawing, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to the Letter of Credit Issuer in satisfaction of the reimbursement obligations of the Revolving Lenders under Section 2.05(e). In the event that any Revolving Lender shall default on its obligation to pay over any amount to the Administrative Agent in respect of any Letter of Credit as provided in this Section 2.21, the Letter of Credit Issuer shall, in the event of a drawing thereunder, have a claim against such Revolving Lender to the same extent as if such Lender had defaulted on its obligations under Section 2.05(c), but shall have no claim against any other Lender in respect of such defaulted amount. Each other Lender shall have a claim against such defaulting Revolving Lender for any damages sustained by it as a result of such default, including, in the event that such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount. (be) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Administrative Agent shall redetermine withdraw from the LC Reserve Account of each Lender the amount remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such Lender. (f) With the prior written approval of the Administrative Agent (not to be unreasonably withheld), any Lender may withdraw the amount held in its LC Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be unconditionally obligated, in the event there shall subsequently be a drawing under such Letter of Credit, to pay over to the Administrative Agent, for the account of the applicable Issuing Bank, on demand, its CAM Percentage of such drawing. (g) In the event the CAM Percentages after giving effect to such LC Disbursement and Exchange Date shall occur, Obligations of the purchase of participations therein by the applicable LendersCredit Parties denominated in any currency other than US Dollars shall, and the Lenders shall automatically and without with no further act required, be converted to obligations of the same Credit Parties denominated in US Dollars. Such conversion shall be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 occurred immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns being deemed to have exchanged interests pursuant to Section 2.21(a)(iii) and shall be conclusive absent manifest erroreffected based upon the Spot Exchange Rates in effect with respect to the relevant currencies on the CAM Exchange Date. On and after any such conversion, all amounts accruing and owed to any Lender in respect of its Obligations shall accrue and be payable in US Dollars at the rates otherwise applicable hereunder (and, in the case of interest on Loans and B/A Drawings, at the default rate applicable to ABR Loans hereunder).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act action be deemed to have made reciprocal purchases of exchanged interests in the Designated Specified Obligations under the Tranches (and participation interests in Letters of Credit) such that, in lieu of the interests interest of each Lender in the particular Designated Specified Obligations that under each Tranche in which it shall own participate as of such date (including the principal, reimbursement, interest and immediately prior to the CAM Exchangefee obligations of each Loan Party in respect of each such Tranche) and, if such Lender holds a Domestic Revolving Commitment, a Canadian Revolving Commitment or a Canadian Swing Line Commitment as of such date, such Lender’s participation interests in applicable Letters of Credit, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Specified Obligations under each Designated Obligationof the Tranches (including the principal, reimbursement, interest and fee obligations of each Loan Party in respect of each such Tranche) and hold a participation interest in each Letter of Credit equal to its CAM Percentage thereof. Simultaneously with any CAM Exchange, the interests to be received by any Lender in such CAM Exchange shall, if applicable, be automatically and with no further action required, converted into the U.S. Dollar Equivalent, calculated in accordance with the terms hereof, of such amount and on and after the CAM Exchange Date all amounts accruing and owed to the Lenders in respect of such Obligations shall accrue and be payable in U.S. Dollars at the rate otherwise applicable hereunder. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 Participant, each Loan Party and each Borrower Administrative Agent hereby consents and agrees to the CAM Exchange. Each Borrower Lender and each Lender Loan Party hereby agrees from time to time to execute and deliver to the applicable Administrative Agent all such promissory notes and other instruments and documents as the applicable Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder such Lender to the applicable Administrative Agent against delivery of any promissory notes so executed and delivered; provided provided, however, that the failure of any Borrower Loan Party to execute or and deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after On 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), but Lender whose funded Exposures after giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed exceed its funded Exposures before giving effect thereto shall pay 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in Administrative Agent the amount of such excess in the applicable currency or currencies (or, if requested by the applicable Administrative Agent, in U.S. Dollars), and such Administrative Agent shall pay to each of the Lenders, out of the amount so received by it, the amount by which such Lender’s Tranche One Percentage or Tranche Two Percentage, as funded Exposures before giving effect to the case may be, of CAM Exchange exceeds such LC Disbursement (without funded Exposures after giving effect to the CAM Exchange), . (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Each Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments obligation 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 immediately prior exchange its interests pursuant to the CAM Exchange. Each such redetermination Exchange shall be binding on each absolute and unconditional and shall not be affected by any circumstance including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any other Lender, any Loan Party or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, (iii) any adverse change in the condition (financial or otherwise) of any Loan Party or any of its Subsidiaries or any other Person, (iv) any breach of this Agreement by any Loan Party, any Lender or any other Person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the Lenders and their successors and assigns and shall be conclusive absent manifest errorforegoing.

Collection Allocation Mechanism. (a) On the first date after the Effective Date on which there shall occur an Event of Default under Section 8.6 or the acceleration of Obligations pursuant to Section 9 (the “CAM Exchange Date”), (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bi) each Lender shall become obligated immediately be deemed to fund, within one Business Day, all have acquired (and shall promptly make payment therefor to the Agent in accordance with Section 2.2(b) or 2.2(e)) participations in the Swing Loans, in an amount equal to such Lender’s Pro Rata Share of each US Swing Loan outstanding Swingline Loans held by it on such date, (it being agreed that ii) each Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the CAM Exchange shall not result Agent in a reallocation accordance with Section 2.9) participations in the Obligations with respect to each Letter of Credit in an amount equal to such funding obligations, but only Lender’s Pro Rata Share of the funded participations resulting therefrom) aggregate amount available to be drawn under such Letter of Credit, and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Revolving Loans and participations in the Swing Loans and Letters of Credit, such that, that in lieu of the interests interest of each Lender in each Revolving Loan and the particular Designated Obligations that with respect to each Swing Loan and Letter of Credit in which it shall own participate as of such date (including such Lender’s interest in the Obligations, Guaranties and immediately prior to the CAM ExchangeCollateral of each Loan Party in respect thereof), such Lender shall own hold an interest in every one of the Revolving Loans and a participation in all of the Obligations in respect of Swing Loans and Letters of Credit (including the Obligations, Guaranties and Collateral of each Loan Party in respect thereof), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage in each Designated Obligationthereof (the foregoing exchange being referred to as the “CAM Exchange”). Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Loan Party hereby consents and agrees to the CAM Exchange. Each Borrower , and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Revolving Loan or any participation in any Swing Loan or Letter of Credit. Each Loan Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Revolving Loans so executed and delivered; provided that provided, that, the failure of any Borrower Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations related to the Revolving Loans, the Letters of Credit and the Swing Loans, and all fees, costs and expenses arising out of or related to any of the foregoing, in each case as provided in the Loan Documents, and each distribution made by the Agent in respect of such 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 Percentages. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of an Obligation shall be paid over to the Agent for distribution to the Lenders in accordance herewith. (c) The provisions of this Section 9.4 are solely an agreement among the Lenders and Agent for the purpose of allocating risk and the Loan Parties have no additional obligations with respect thereto. (d) For purposes of this Section 9.4, “CAM Percentage” means, as to each Lender, a single Class fraction, expressed as a percentage, of Commitments or Loans. In which (i) the event that, after numerator shall be the CAM Exchange, US Dollar Equivalent of the aggregate amount of any Obligations owed to such Lender pursuant to the Designated Obligations shall change Loan Documents in respect of Revolving Loans, Letters of Credit and Swing Loans (including, without duplication, as a result to participations in Letters of Credit and Swing Loans), and fees, costs and expenses with respect to any of the making of an LC Disbursement of either Tranche by an Issuing Bank that is foregoing, whether or not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shalldue and payable, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the each case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination Exchange Date, and (ii) the denominator shall be binding on each the US Dollar Equivalent of the aggregate amount of any Obligations owed to Lenders pursuant to the Loan Documents in respect of Revolving Loans, Letters of Credit and their successors Swing Loans (including, without duplication, as to participations in Letters of Credit and assigns Swing Loans), and shall be conclusive absent manifest errorfees, costs and expenses with respect to any of the foregoing, whether or not then due and payable, in each case immediately prior to the CAM Exchange Date.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each Designated Specified Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower of the Borrowers and each Lender the Revolving Xxxxxxx 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 CAM Exchange, and each Lender Revolving Xxxxxx agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 Revolving 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 paragraphparagraph (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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an any Issuing Bank that is not reimbursed by the applicable any Borrower, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable such Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Revolving Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Revolving Lenders, and the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, the Revolving Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Revolving Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Revolving Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph. XXXXX FARGO BANK, NATIONAL ASSOCIATION --- $279,000,000.00 $31,000,000.00 BANK OF AMERICA, N.A. --- $279,000,000.00 $31,000,000.00 MUFG BANK, LTD. --- $252,000,000.00 $28,000,000.00 HSBC BANK USA, NATIONAL ASSOCIATION --- $162,000,000.00 $18,000,000.00 HSBC BANK PLC (AS TRUSTEE FOR HSBC UK BANK PLC) --- $90,000,000.00 $10,000,000.00 CITIZENS BANK, N.A. --- $213,300,000.00 $23,700,000.00 SUNTRUST BANK --- $213,300,000.00 $23,700,000.00 PNC BANK, NATIONAL ASSOCIATION --- $213,300,000.00 $23,700,000.00 TD BANK, N.A. --- $213,300,000.00 $23,700,000.00 CAPITAL ONE, NATIONAL ASSOCIATION --- $213,300,000.00 $23,700,000.00 COMPASS BANK d/b/a BBVA COMPASS --- $193,500,000.00 $21,500,000.00 BRANCH BANKING AND TRUST COMPANY --- $162,000,000.00 $18,000,000.00 BNP PARIBAS --- $162,000,000.00 $18,000,000.00 UNICREDIT BANK AG, NEW YORK BRANCH --- $162,000,000.00 $18,000,000.00 U.S. BANK NATIONAL ASSOCIATION --- $139,500,000.00 $15,500,000.00 ROYAL BNAK OF CANADA --- $135,000,000.00 $15,000,000.00 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH --- $67,500,000.00 $7,500,000.00 XXXXX FARGO BANK, NATIONAL ASSOCIATION $75,000,000 BANK OF AMERICA, N.A. $75,000,000 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Collection Allocation Mechanism. (a) On the first date after the Closing Date on which there shall occur an Event of Default under Section 8.6 or the acceleration of Obligations pursuant to Section 9 (the “CAM Exchange Date”), (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bi) each Lender shall become obligated immediately be deemed to fund, within one Business Day, all have acquired (and shall promptly make payment therefor to the Agent in accordance with Section 2.2(b) or 2.2(e)) participations in the Swing Loans, in an amount equal to such Lender’s Pro Rata Share of each US Swing Loan outstanding Swingline Loans held by it on such date, (it being agreed that ii) each Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the CAM Exchange shall not result Agent in a reallocation accordance with Section 2.9) participations in the Obligations with respect to each Letter of Credit in an amount equal to such funding obligations, but only Lender’s Pro Rata Share of the funded participations resulting therefrom) aggregate amount available to be drawn under such Letter of Credit, and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Revolving Loans and participations in the Swing Loans and Letters of Credit, such that, that in lieu of the interests interest of each Lender in each Revolving Loan and the particular Designated Obligations that with respect to each Swing Loan and Letter of Credit in which it shall own participate as of such date (including such Lender’s interest in the Obligations, Guaranties and immediately prior to the CAM ExchangeCollateral of each Loan Party in respect thereof), such Lender shall own hold an interest in every one of the Revolving Loans and a participation in all of the Obligations in respect of Swing Loans and Letters of Credit (including the Obligations, Guaranties and Collateral of each Loan Party in respect thereof), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage in each Designated Obligationthereof (the foregoing exchange being referred to as the “CAM Exchange”). Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Loan Party hereby consents and agrees to the CAM Exchange. Each Borrower , and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Revolving Loan or any participation in any Swing Loan or Letter of Credit. Each Loan Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Revolving Loans so executed and delivered; provided that provided, that, the failure of any Borrower Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations related to the Revolving Loans, the Letters of Credit and the Swing Loans, and all fees, costs and expenses arising out of or related to any of the foregoing, in each case as provided in the Loan Documents, and each distribution made by the Agent in respect of such 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 Percentages. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of an Obligation shall be paid over to the Agent for distribution to the Lenders in accordance herewith. (c) The provisions of this Section 9.4 are solely an agreement among the Lenders and Agent for the purpose of allocating risk and the Loan Parties have no additional obligations with respect thereto. (d) For purposes of this Section 9.4, “CAM Percentage” means, as to each Lender, a single Class fraction, expressed as a percentage, of Commitments or Loans. In which (i) the event that, after numerator shall be the CAM Exchange, US Dollar Equivalent of the aggregate amount of any Obligations owed to such Lender pursuant to the Designated Obligations shall change Loan Documents in respect of Revolving Loans, Letters of Credit and Swing Loans (including, without duplication, as a result to participations in Letters of Credit and Swing Loans), and fees, costs and expenses with respect to any of the making of an LC Disbursement of either Tranche by an Issuing Bank that is foregoing, whether or not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shalldue and payable, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the each case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination Exchange Date, and (ii) the denominator shall be binding on each the US Dollar Equivalent of the aggregate amount of any Obligations owed to Lenders pursuant to the Loan Documents in respect of Revolving Loans, Letters of Credit and their successors Swing Loans (including, without duplication, as to participations in Letters of Credit and assigns Swing Loans), and shall be conclusive absent manifest errorfees, costs and expenses with respect to any of the foregoing, whether or not then due and payable, in each case immediately prior to the CAM Exchange Date.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Revolving Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each Designated Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each Borrower the Borrowers hereby consents consent and agrees agree to the CAM Exchange. Each Borrower The Borrowers and each Lender agrees the Revolving Lenders 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 CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that that, the failure of any Borrower to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 Revolving 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an the Issuing Bank that is not reimbursed by the applicable any Borrower, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(e), promptly purchase from the applicable Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Revolving Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, the Revolving Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Revolving Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided that, in connection with any such assignment such Revolving Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c).

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VIISection 7.01, (b) the principal amount of each Lender Loan denominated in a Designated Foreign Currency, Yen or Singapore Dollar shall become obligated to fundautomatically and without further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into US Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the US Dollar Equivalent of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Lender in respect of such Loans shall accrue and be payable in US Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that, in lieu of the interests of each Lender in the particular Designated Specified Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Specified Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the 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 any Specified 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest errorPercentages.

Collection Allocation Mechanism. On Upon the date after the occurrence and during the continuance of an Event of Default that the Specified Obligations (as defined below) are declared to be immediately due and payable (the “CAM Exchange Date”) (a) the principal amount of each Loan denominated in an Alternative Currency shall automatically and without further action required, be converted into Dollars determined using the Spot Rates calculated as of the CAM Exchange Date, (a) equal to the Commitments Dollar Equivalent of such amount and on and after such date all amounts accruing and owed to any Lender in respect of such Loans shall automatically accrue and without further act be terminated as provided payable in Article VII, Dollars at the rates otherwise applicable hereunder and (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that, in lieu of the interests of each Lender in the particular Designated Specified Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Specified Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 11.06 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the 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 any Specified 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). In the event that, but giving effect to assignments on or 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Specified Obligations shall change as a result of the making by an L/C Issuer of an LC Disbursement of either Tranche by an Issuing Bank L/C Borrowing that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d2.03(d), promptly purchase from such L/C Issuer the applicable Issuing Bank Dollar Equivalent of a participation in such LC Disbursement L/C Borrowing in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement L/C Borrowing (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement L/C Borrowing and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Specified Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments to one another in Dollars as shall be necessary in order that the amounts received by them shall be equal to the amounts they would NYDOCS02/1167307 96 have received had each LC Disbursement L/C Borrowing been outstanding immediately prior to on the CAM ExchangeExchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive conclusive, absent manifest error.. As used in this Section 8.03:

Collection Allocation Mechanism. On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) VII and (cii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchanged interests in the Designated Specified Obligations under the Tranches (and participations in the undrawn amounts of Letters of Credit) such that, in lieu of the interests interest of each Lender in the particular Designated Specified Obligations that under each Tranche in which it shall own participate as of such date (including the principal, reimbursement, interest and immediately prior to the CAM Exchangefee obligations of each Credit Party in respect of each such Tranche) and, if such Lender shall be a US Tranche Lender, such Lender's participation in undrawn Letters of Credit, such Lender shall own an interest equal to such Lender’s 's CAM Percentage in the Specified Obligations under each Designated Obligationof the Tranches (including the principal, reimbursement, interest and fee obligations of each Credit Party in respect of each such Tranche) and hold a participation in the undrawn amount of each outstanding Letter of Credit equal to its CAM Percentage thereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 11.02 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided PROVIDED, HOWEVER, that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after On 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), but giving effect to assignments Lender whose funded Exposures 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange)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, (b) and the Administrative Agent shall redetermine pay to each of the other Lenders, out of the amount so received by it, the amount by which such Lender's funded Exposures before giving effect to the CAM Percentages Exchange exceeds such funded Exposures after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest errorthereto.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Revolving Lender’s 's CAM Percentage in each Designated Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each Borrower the Borrowers hereby consents consent and agrees agree to the CAM Exchange. Each Borrower The Borrowers and each Lender agrees the Lenders 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 Lenders after giving effect to the CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that that, the failure of any Borrower to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an the Issuing Bank that is not reimbursed by the applicable any Borrower, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(e), promptly purchase from the applicable Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Revolving Lender’s Tranche One 's Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, the Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided that, in connection with any such assignment such Revolving Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, Date (ai) the Revolving Commitments shall automatically and without further act be terminated as provided in Article VIISection 8.02, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (cii) the Revolving Lenders shall automatically and without further act (and without regard to the provisions of Section 10.06) be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Revolving Facilities such that, that in lieu of the interests interest of each Revolving Lender in the particular Designated Obligations that each Revolving Facility in which it shall own participate as of such date and immediately prior to (including such Lender’s interest in the CAM ExchangeSpecified Obligations of each Credit Party in respect of each such Revolving Facilities), such Revolving Lender shall own hold an interest in each of the Revolving Facilities (including the Specified Obligations of each Credit Party in respect of each Revolving Facility and each LC Reserve Account established pursuant to clause (c) below), whether or not such Revolving Lender shall previously have participated therein, equal to such Revolving Lender’s CAM Percentage thereof and (iii) simultaneously with the deemed exchange of interests pursuant to clause (ii) above, Specified Obligations to be received by the Lenders in each Designated Obligationsuch deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the Revolving Lenders in respect of such Specified Obligations shall accrue and be payable in Dollars at the rate otherwise applicable hereunder; provided, that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Revolving Lenders under the Loan Documents. Each Lender, each person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 and each Borrower Credit Party hereby consents and agrees to the CAM Exchange, and each Revolving Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Revolving Facility. Each Borrower Credit Party and each Revolving Lender 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 CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Loans hereunder to the Administrative Agent against delivery of any new promissory notes so executed and deliveredevidencing its interests in the Revolving Facilities; provided provided, however, that the failure of any Borrower Credit Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations Specified Obligations, and each distribution made by the Administrative Agent pursuant to any Loan Document in respect of the Specified Obligations, shall be distributed to the Revolving Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of Percentages. Any direct payment received by a Revolving Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of a single Class of Commitments or Loans. Specified Obligation shall be paid over to the Administrative Agent for distribution to the Revolving Lenders in accordance herewith. (c) In the event thatthat on the CAM Exchange Date, after any Letter of Credit shall be outstanding and undrawn in whole or in part, or there shall be any Unpaid Drawings, each Revolving Lender in respect of Unpaid Drawings with respect to Letters of Credit shall, before giving effect to the CAM Exchange, promptly pay over to the aggregate Administrative Agent, in immediately available funds and in the currency that such Letters of Credit are denominated, an amount of the Designated Obligations shall change equal to such Revolving Lender’s Applicable Percentage (as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed notified to such Revolving Lender by the applicable BorrowerAdministrative Agent), then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from Letter of Credit’s undrawn face amount or (to the applicable Issuing Bank a participation in extent it has not already done so) such LC Disbursement in the amount Letter of such LenderCredit’s Tranche One Percentage or Tranche Two PercentageUnpaid Drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Revolving Loan that is a Base Rate Loan in a principal amount equal to such amount. The Administrative Agent shall establish a separate account or accounts for each Revolving Lender (each, an “LC Reserve Account”) for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The Administrative Agent shall deposit in each Revolving Lender’s LC Reserve Account such Revolving Lender’s CAM Percentage of the amounts received from the Revolving Lenders as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Disbursement Reserve Account until withdrawn as provided in paragraphs (without giving effect to the CAM Exchanged), (e), (f) or (g) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Revolving Lender’s CAM Percentage. The amounts held in each Revolving Lender’s LC Reserve Account shall be held as a reserve against the LC Outstandings owing to such Lender, shall be the property of such Revolving Lender, shall not constitute Loans to or give rise to any claim of or against any Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05. (d) In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Administrative Agent shall, at the request of the applicable LC Issuer, withdraw from the LC Reserve Account of each Revolving Lender any amounts, up to the amount of such Multicurrency Revolving Lender’s CAM Percentage of such drawing, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to the applicable LC Issuer in satisfaction of the reimbursement obligations of the Lenders under Section 2.05 (but not of the Borrowers under Section 2.05). In the event any Revolving Lender shall default on its obligation to pay over any amount to the Administrative Agent in respect of any Letter of Credit as provided in this Section 8.04(c), (d), (e) or (f), the applicable LC Issuer shall, in the event of a drawing thereunder, have a claim against such Revolving Lender to the same extent as if such Revolving Lender had defaulted on its obligations under Section 2.02), but shall have no claim against any other Revolving Lender in respect of such defaulted amount, notwithstanding the exchange of interests in the reimbursement obligations pursuant to Section 8.04(a) or (b). Each other Revolving Lender shall have a claim against such defaulting Revolving Lender for any damages sustained by it as a result of such default, including, in the event such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount. (e) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Administrative Agent shall redetermine withdraw from the CAM Percentages after giving effect to LC Reserve Account of each Revolving Lender the amount remaining on deposit therein in respect of such LC Disbursement Letter of Credit and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations distribute such that each Lender shall own an interest equal amount to such Lender’s CAM Percentage in each . (f) With the prior written approval of the Designated Obligations Administrative Agent and (c) applicable LC Issuer, any Revolving Lender may withdraw the amount held in its LC Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Revolving Lender making such a withdrawal shall be unconditionally obligated, in the event distributions there shall subsequently be a drawing under such Letter of Credit, to pay over to the Administrative Agent, for the account of the applicable LC Issuer on demand, its CAM Percentage of such drawing. (g) Pending the withdrawal by any Revolving Lender of any amounts from its LC Reserve Account as contemplated by the above paragraphs, the Administrative Agent will, at the direction of such Revolving Lender and subject to such rules as the Administrative Agent may prescribe for the avoidance of inconvenience, invest such amounts in Cash Equivalents. Each Revolving Lender that has not withdrawn the amounts in its LC Reserve Account as provided in paragraph (f) above shall have been the right, at intervals reasonably specified by the Administrative Agent, to withdraw the earnings on investments so made by the Administrative Agent with amounts in accordance with its LC Reserve Account and to retain such earnings for its own account. The Borrowers agree that following 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 immediately prior to implementation of the CAM Exchange. Each such redetermination shall be binding on each , the Revolving Lenders, to the extent that they are Participants in any of the Lenders and their successors and assigns and Loans or Letters of Credit, shall not be conclusive absent manifest errorsubject to the limitations of Section 11.06(b).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each Designated Specified Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower of the Borrowers and each Lender 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 CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 Revolving 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 paragraphparagraph (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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an any Issuing Bank that is not reimbursed by the applicable any Borrower, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable such Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Revolving Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Revolving Lenders, and the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, the Revolving Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Revolving Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error.. Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Revolving Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph. XXXXX FARGO BANK, NATIONAL ASSOCIATION --- $279,000,000.00 $31,000,000.00 BANK OF AMERICA, N.A. --- $279,000,000.00 $31,000,000.00 MUFG BANK, LTD. --- $252,000,000.00 $28,000,000.00 HSBC BANK USA, NATIONAL ASSOCIATION --- $162,000,000.00 $18,000,000.00 HSBC BANK PLC (AS TRUSTEE FOR HSBC UK BANK PLC) --- $90,000,000.00 $10,000,000.00 CITIZENS BANK, N.A. --- $213,300,000.00 $23,700,000.00 SUNTRUST BANK --- $213,300,000.00 $23,700,000.00 PNC BANK, NATIONAL ASSOCATION --- $213,300,000.00 $23,700,000.00 TD BANK, N.A. --- $213,300,000.00 $23,700,000.00 CAPITAL ONE, NATIONAL ASSOCIATION --- $213,300,000.00 $23,700,000.00 COMPASS BANK d/b/a BBVA COMPASS --- $193,500,000.00 $21,500,000.00 BRANCH BANKING AND TRUST COMPANY --- $162,000,000.00 $18,000,000.00 BNP PARIBAS --- $162,000,000.00 $18,000,000.00 UNICREDIT BANK AG, NEW YORK BRANCH --- $162,000,000.00 $18,000,000.00 U.S. BANK NATIONAL ASSOCIATION --- $139,500,000.00 $15,500,000.00 ROYAL BNAK OF CANADA --- $135,000,000.00 $15,000,000.00 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH --- $67,500,000.00 $7,500,000.00 ACTIVE 217895946v.22 XXXXX FARGO BANK, NATIONAL ASSOCIATION $75,000,000 BANK OF AMERICA, N.A. $75,000,000 ACTIVE 217895946v.22 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. ACTIVE 217895946v.22 1. Assignor: ___________________________

Collection Allocation Mechanism. On (a) Notwithstanding any other provision of this Agreement or any Loan Document, on the CAM Exchange Date, (ai) the all Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) Section 8 and (cii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Loans such that, that in lieu of the interests interest of each Lender in the particular Designated Obligations that each Loan in which it shall own participate as of such date and immediately prior to the CAM Exchangedate, such Lender shall own hold an interest in every one of the Loans, whether or not such Lender shall previously have participated therein, equal to such Lender’s 's CAM Percentage in each Designated Obligationthereof; provided that such CAM Exchange will not affect the aggregate amount of the obligations of the Loan Parties to the Lenders under the Loan Documents. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Loan Party hereby consents and agrees to the CAM Exchange. Each Borrower , and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan. Each Loan Party 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent Agents against delivery of any new promissory notes so executed and deliveredevidencing its interests in the Loans; provided provided, however, that the failure of any Borrower Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent Agents pursuant to any Loan Document in respect of the Designated Obligations Specified Obligations, and each distribution made by the Administrative Agents pursuant to any Loan Document in respect of the Specified 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 Percentages. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of a single Class of Commitments Specified Obligation, shall be paid over to the US Administrative Agent or Loans. the Canadian Administrative Agent, as applicable, for distribution to the Lenders in accordance herewith. (c) In the event that, after that on the CAM ExchangeExchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, the aggregate or any amount drawn under any Letter of the Designated Obligations Credit shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrowerremain unpaid, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without before giving effect to the CAM Exchange, promptly pay over to the Administrative Agents, in immediately available funds and in the currency that such Letter of Credit is denominated, an amount (determined after deducting any cash collateral held by the Collateral Agents on behalf of the Loan Parties with respect to such Letter of Credit) equal to such Lender's Pro Rata Percentage (as notified to such Lender by the Administrative Agents), of such Letter of Credit's undrawn face amount or (to the extent it has not already done so) any unpaid LC Disbursement under Section 2.18(e)(ii), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the applicable Administrative Agent, at the rate that would be applicable at the time to a Revolving Loan that is an ABR Loan accruing interest at the ABR Rate in a principal amount equal to such amount. The Administrative Agents shall establish a separate account or accounts for each Lender (each, an "L/C Reserve Account") for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The applicable Administrative Agent shall deposit in each Lender's L/C Reserve Account such Lender's CAM Percentage of the amounts received from the Lenders as provided above. The Administrative Agents shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (d), (be), (f) the or (g) below. The applicable Administrative Agent shall redetermine maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender's CAM Percentage. The amounts held in each Lender's L/C Reserve Account shall be held as a reserve against the LC Obligations due and owing, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.18. (d) In the event that after the CAM Percentages after giving effect Exchange Date any drawing shall be made in respect of a Letter of Credit, the applicable Administrative Agent shall, at the request of the Issuing Bank in respect of such Letter of Credit, withdraw from the L/C Reserve Account of each Lender any amounts, up to the amount of such Lender's CAM Percentage of such drawing, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to such LC Disbursement and Issuing Bank in satisfaction of the purchase reimbursement obligations of participations therein by the applicable Lenders, and the Lenders under Section 2.18 (but not of any Borrower under Section 2.18). In the event any Lender shall automatically and without further act be deemed default on its obligation to pay over any amount to the Administrative Agents in respect of any Letter of Credit as provided in this Section 2.22, the Issuing Bank in respect thereof shall, in the event of a drawing thereunder, have made reciprocal purchases a claim against such Lender to the same extent as if such Lender had defaulted on its obligations under Section 2.18, but shall have no claim against any other Lender in respect of such defaulted amount, notwithstanding the exchange of interests in the Designated Obligations reimbursement obligations pursuant to Section 2.22(a). Each other Lender shall have a claim against such defaulting Lender for any damages sustained by it as a result of such default, including, in the event such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount. (e) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the applicable Administrative Agent shall withdraw from the L/C Reserve Account of each Lender shall own an interest equal the amount remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such Lender’s CAM Percentage in each . (f) With the prior written approval of the Designated Obligations US Administrative Agent or the Canadian Administrative Agent, as applicable, and (c) the Issuing Bank in respect of such Letter of Credit, any Lender may withdraw the amount held in its L/C Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be unconditionally obligated, in the event distributions there shall subsequently be a drawing under such Letter of Credit, to pay over to the applicable Administrative Agent for the account of such Issuing Bank on demand, its CAM Percentage of such drawing. (g) Pending the withdrawal by any Lender of any amounts from its L/C Reserve Account as contemplated by the above paragraphs, the applicable Administrative Agent will, at the direction of such Lender and subject to such rules as the applicable Administrative Agent may prescribe for the avoidance of inconvenience, invest such amounts in Cash Equivalents. Each Lender that has not withdrawn the amounts in its L/C Reserve Account as provided in Section 2.22(f) above shall have been the right, at intervals reasonably specified by the applicable Administrative Agent to withdraw the earnings on investments so made by the Administrative Agents with amounts in accordance with its L/C Reserve Account and to retain such earnings for its own account. (h) Notwithstanding any other provision of this Agreement, if, as a direct result 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 immediately prior to implementation of the CAM Exchange. Each such redetermination shall be binding on each of , any Borrower is required to withhold Taxes from amounts payable to any Agent, any Lender or any Participant hereunder, the Lenders and their successors and assigns and shall be conclusive absent manifest error.amounts so payable to such

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, VII and (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that, in lieu of the interests of each Lender in the particular Designated Specified Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Specified Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each 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 Facility Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Facility Agent against delivery of any promissory notes so executed and delivered; provided that the failure of or any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative an Agent pursuant to any Loan Document in respect of the Designated Specified 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). In the event that, but giving effect to assignments on or 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Specified Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such US/European Tranche Lender, shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s US/European Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Facility Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Specified Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to on the CAM ExchangeExchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive conclusive, absent manifest error.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act action be deemed to have made reciprocal purchases of exchanged interests in the Designated Specified Obligations under the Tranches (and participation interests in Letters of Credit) such that, in lieu of the interests interest of each Lender in the particular Designated Specified Obligations that under each Tranche in which it shall own participate as of such date (including the principal, reimbursement, interest and immediately prior to the CAM Exchangefee obligations of each Credit Party in respect of each such Tranche) and, if such Lender holds a Multi-Currency Revolving Commitment as of such date, such Xxxxxx’s participation interests in Letters of Credit, such Lender shall own an interest equal to such LenderXxxxxx’s CAM Percentage in the Specified Obligations under each Designated Obligationof the Tranches (including the principal, reimbursement, interest and fee obligations of each Credit Party in respect of each such Tranche) and hold a participation interest in each Letter of Credit equal to its CAM Percentage thereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 Participant, each Credit Party and each Borrower the Administrative Agent hereby consents and agrees to the CAM Exchange. Each Borrower Lender and each Lender Credit 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 Lenders after giving effect to the CAM Exchange, and each Lender Xxxxxx agrees to surrender any promissory notes originally received by it hereunder such Lender to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided provided, however, that the failure of any Borrower Credit Party to execute or and deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after On the CAM Exchange Date, each payment received by 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 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lenderexcess in the applicable currency or currencies (or, if requested by the Administrative Agent, in 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 Xxxxxx’s Tranche One Percentage or Tranche Two Percentage, as funded Exposures before giving effect to the case may be, of CAM Exchange exceeds such LC Disbursement (without funded Exposures after giving effect to the CAM Exchange), . (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Each Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments obligation 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 immediately prior exchange its interests pursuant to the CAM Exchange. Each such redetermination Exchange shall be binding on each absolute and unconditional and shall not be affected by any circumstance including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any other Lender, any Credit Party or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, (iii) any adverse change in the condition (financial or otherwise) of any member of the Lenders and their successors and assigns and shall be conclusive absent manifest errorConsolidated Group or any other Person, (iv) any breach of this Credit Agreement by any Credit Party, any Lender or any other Person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Collection Allocation Mechanism. On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) VII and (cii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchanged interests in the Designated Specified Obligations under the Tranches (and participations in the undrawn amounts of Letters of Credit) such that, in lieu of the interests interest of each Lender in the particular Designated Specified Obligations that under each Tranche in which it shall own participate as of such date (including the principal, reimbursement, interest and immediately prior to the CAM Exchangefee obligations of each Borrower in respect of each such Tranche) and such Lender’s participation in undrawn Letters of Credit, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Specified Obligations under each Designated Obligationof the Tranches (including the principal, reimbursement, interest and fee obligations of each Borrower in respect of each such Tranche) and hold a participation in the undrawn amount of each outstanding Letter of Credit equal to its CAM Percentage thereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided provided, however, that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after On 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), but giving effect to assignments Lender whose funded Exposures 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange)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, (b) and the Administrative Agent shall redetermine pay to each of the other Lenders, out of the amount so received by it, the amount by which such Lender’s funded Exposures before giving effect to the CAM Percentages Exchange exceeds such funded Exposures after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such thereto; provided that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 total Exposure immediately prior to and immediately after the CAM Exchange. Each such redetermination Exchange shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest errorremain unchanged.

Collection Allocation Mechanism. On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result Revolving Loan and LC Disbursement denominated in a reallocation Foreign Currency shall automatically and without any further action required, be converted into Dollars in an amount equal to the Dollar Amount of such funding obligations, but only 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 funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 9.04, and each Borrower the Borrowers hereby consents consent and agrees agree to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

Collection Allocation Mechanism. On Upon the date after the occurrence and during the continuance of an Event of Default that the Specified Obligations (as defined below) are declared to be immediately due and payable (the “CAM Exchange Date”) (a) the principal amount of each Loan denominated in an Alternative Currency shall automatically and without further action required, be converted into Dollars determined using the Spot Rates calculated as of the CAM Exchange Date, (a) equal to the Commitments Dollar Equivalent of such amount and on and after such date all amounts accruing and owed to any Lender in respect of such Loans shall automatically accrue and without further act be terminated as provided payable in Article VII, Dollars at the rates otherwise applicable hereunder and (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that, in lieu of the interests of each Lender in the particular Designated Specified Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Specified Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 11.06 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the 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 any Specified 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). In the event that, but giving effect to assignments on or 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Specified Obligations shall change as a result of the making by an L/C Issuer of an LC Disbursement of either Tranche by an Issuing Bank L/C Borrowing that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d2.03(d), promptly purchase from such L/C Issuer the applicable Issuing Bank Dollar Equivalent of a participation in such LC Disbursement L/C Borrowing in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement L/C Borrowing (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement L/C Borrowing and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Specified Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments to one another in Dollars 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 L/C Borrowing been outstanding immediately prior to on the CAM ExchangeExchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive conclusive, absent manifest error.. As used in this Section 8.03: NYDOCS02/1167307 94

Collection Allocation Mechanism. SECTION 10.01. IMPLEMENTATION OF CAM. (a) On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act (and without regard to the provisions of SECTION 11.04) be deemed to have made reciprocal purchases exchanged interests in the Credit Facilities such that in lieu of interests the interest of each Lender in each Credit Facility in which it shall participate as of such date (including such Lender's interest in the Designated Obligations such that, in lieu of the interests of each Lender Loan Party in the particular Designated Obligations that it shall own as respect of each such date and immediately prior to the CAM ExchangeCredit Facility), such Lender shall own hold an interest in every one of the Credit Facilities (including the Designated Obligations of each Loan Party in respect of each such Credit Facility and each LC Reserve Account established pursuant to SECTION 10.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s 's CAM Percentage in each Designated Obligationthereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Credit Facility. Each 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. 115 (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent or the Collateral Agent pursuant to any Loan Document in respect of the Designated Obligations Obligations, and each distribution made by the Collateral 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 (to be redetermined as of each such date of Percentages. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of a single Class of Commitments or Loans. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations Obligation shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect be paid over to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect for distribution to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest errorherewith.

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act immediately be deemed to have made reciprocal purchases sold and/or acquired (to the extent necessary, as determined by the Administrative Agent, to give effect to the intent of interests this Section 7.05) participations in the Designated Obligations such that, Loans and participations in lieu outstanding Letters of Credit (and accrued and unpaid interest and fees thereon) under each of the interests of each Lender individual Facilities in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest amount equal to such Lender’s 's Ratable Portion (as defined below) of the Facilities taken as a whole (based on the Dollar Equivalent of the Loans and Letters of Credit on the CAM Percentage in each Designated ObligationExchange Date). Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Loan Party hereby consents and agrees to the CAM Exchange. Each Borrower , and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or any participation in any Letter of Credit. Each Loan Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes Notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes Notes evidencing its interests in the Loans so executed and delivered; provided provided, however, that the failure of any Borrower Loan Party to execute or deliver or of any Lender to accept any such promissory noteNote, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative any Agent pursuant to any Loan Document in respect of any of the Designated Obligations subject to the exchange referred to above, and each distribution made by any Agent in respect of such Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined Ratable Portions of the Facilities taken as of each such date of a whole. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of a single Class of Commitments or Loans. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect Obligation subject to the CAM Exchange), (b) exchange referred to above shall be paid over to the Administrative Agent shall redetermine the CAM Percentages after giving effect for distribution to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the herewith. The CAM Exchange. Each such redetermination shall be binding on each of Exchange is an agreement between the Lenders and their successors and assigns and shall be conclusive absent manifest errorenforceable as among Lenders regardless of any automatic stay or comparable Requirement of Law resulting from the application of any bankruptcy or insolvency law with respect to any Loan Party.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act action be deemed to have made reciprocal purchases of exchanged interests in the Designated Specified Obligations under the Tranches (and participation interests in Letters of Credit) such that, in lieu of the interests interest of each Lender in the particular Designated Specified Obligations that under each Tranche in which it shall own participate as of such date (including the principal, reimbursement, interest and immediately prior to the CAM Exchangefee obligations of each Credit Party in respect of each such Tranche) and, if such Lender holds a Revolving Commitment as of such date, such Lender’s participation interests in Letters of Credit, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Specified Obligations under each Designated Obligationof the Tranches (including the principal, reimbursement, interest and fee obligations of each Credit Party in respect of each such Tranche) and hold a participation interest in each Letter of Credit equal to its CAM Percentage thereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 Participant, each Credit Party and each Borrower the Administrative Agent hereby consents and agrees to the CAM Exchange. Each Borrower Lender and each Lender Credit 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder such Lender to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided provided, however, that the failure of any Borrower Credit Party to execute or and deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after On the CAM Exchange Date, each payment received by 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 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such excess in the applicable currency or currencies (or, if requested by the Administrative Agent, in 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 Tranche One Percentage or Tranche Two Percentage, as funded Exposures before giving effect to the case may be, of CAM Exchange exceeds such LC Disbursement (without funded Exposures after giving effect to the CAM Exchange), . NYDOCS02/1161559.5 125 (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Each Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments obligation 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 immediately prior exchange its interests pursuant to the CAM Exchange. Each such redetermination Exchange shall be binding on each absolute and unconditional and shall not be affected by any circumstance including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any other Lender, any Credit Party or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, (iii) any adverse change in the condition (financial or otherwise) of any member of the Lenders and their successors and assigns and shall be conclusive absent manifest error.Consolidated Group or any other Person, (iv) any breach of this Credit Agreement by any Credit Party, any Lender or any other Person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. ARTICLE X ADMINISTRATIVE AGENT 10.01

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) the principal amount of each Lender Loan denominated in a Designated Foreign Currency, Yen or Singapore Dollar shall become obligated to fundautomatically and without further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into US Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the US Dollar Equivalent of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Lender in respect of such Loans shall accrue and be payable in US Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that, in lieu of the interests of each Lender in the particular Designated Specified Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Specified Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the 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 any Specified 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest errorPercentages.

Collection Allocation Mechanism. (a) On the -------------------------------- CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VIIVIII, (bii) each Revolving Lender shall become obligated immediately be deemed to fund, within one Business Day, all have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.04(c)) participations in outstanding the Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of an amount equal to such funding obligations, but only of the funded participations resulting therefrom) Revolving Lender's Swingline Exposure on such date and (ciii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Loans (other than the Swingline Loans) and B/A Drawings and, in the case of the Revolving Lenders, participations in Swingline Loans and Letters of Credit such that, that in lieu of the interests interest of each Lender in the particular Designated Obligations that each Loan, B/A Drawing and Letter of Credit in which it shall own participate as of such date (including such Lender's interest in the Obligations of each Credit Party in respect of each such Loan, B/A Drawing and immediately prior to the CAM ExchangeLetter of Credit), such Lender shall own hold an interest in every one of the Loans (other than the Swingline Loans) and B/A Drawings and a participation in every one of the Swingline Loans and Letters of Credit (including the Obligations of each Credit Party in respect of each such Loan and B/A Drawing and each LC Reserve Account established pursuant to Section 2.21(c) below), whether or not such Lender shall previously have participated therein, equal to such Lender’s 's CAM Percentage in each Designated Obligationthereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Credit Party hereby consents and agrees to the CAM Exchange. Each Borrower , and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or B/A Drawing. Each Credit Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes Notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes Notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and deliverednew Notes evidencing its interests in the Loans; provided provided, however, that the failure of any Borrower Credit Party to execute or -------- ------- deliver or of any Lender to accept any such promissory noteNote, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent or the Collateral Agent pursuant to any Loan Credit Document in respect of the Designated Obligations Obligations, and each distribution made by the Collateral Agent pursuant to any Security Document in respect of the 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 Percentages. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations setoff, in respect of a single Class of Commitments or Loans. an Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith. (c) In the event that, after that on the CAM ExchangeExchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, the aggregate amount of the Designated Obligations shall change as a result of the making of an or any LC Disbursement of either Tranche by an Issuing Bank that is shall not have been reimbursed by the applicable BorrowerUS Borrower or with the proceeds of a Revolving Borrowing, then (a) each Revolving Lender of such Tranche shallshall promptly pay over to the Administrative Agent, in accordance with Section 2.05(d)immediately available funds, promptly purchase from an amount in US Dollars equal to such Revolving Lender's Available Revolving Percentage (calculated as of the applicable Issuing Bank a participation date of issuance of each such outstanding and undrawn Letter of Credit and each Letter of Credit in respect of which each such LC Disbursement in was made) of each such undrawn face amount or (to the amount of extent it has not already done so) each such Lender’s Tranche One Percentage or Tranche Two Percentageunreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Base Rate Revolving Loan in a principal amount equal to such amount. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an "LC Reserve Account") ------------------ for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The Administrative Agent shall deposit in each Lender's LC Reserve Account such Lender's CAM Percentage of the amounts received from the Revolving Lenders as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender's CAM Percentage. The amounts held in each Lender's LC Reserve Account shall be held as a reserve against the LC Exposures, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05. (d) In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Administrative Agent shall, at the request of the Letter of Credit Issuer, withdraw from the LC Disbursement (without giving effect Reserve Account of each Lender any amounts, up to the amount of such Lender's CAM ExchangePercentage of such drawing, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to the Letter of Credit Issuer in satisfaction of the reimbursement obligations of the Revolving Lenders under Section 2.05(e). In the event that any Revolving Lender shall default on its obligation to pay over any amount to the Administrative Agent in respect of any Letter of Credit as provided in this Section 2.21, the Letter of Credit Issuer shall, in the event of a drawing thereunder, have a claim against such Revolving Lender to the same extent as if such Lender had defaulted on its obligations under Section 2.05(c), but shall have no claim against any other Lender in respect of such defaulted amount. Each other Lender shall have a claim against such defaulting Revolving Lender for any damages sustained by it as a result of such default, including, in the event that such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount. (be) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Administrative Agent shall redetermine withdraw from the LC Reserve Account of each Lender the amount remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such Lender. (f) With the prior written approval of the Administrative Agent (not to be unreasonably withheld), any Lender may withdraw the amount held in its LC Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be unconditionally obligated, in the event there shall subsequently be a drawing under such Letter of Credit, to pay over to the Administrative Agent, for the account of the applicable Issuing Bank, on demand, its CAM Percentage of such drawing. (g) In the event the CAM Percentages after giving effect to such LC Disbursement and Exchange Date shall occur, Obligations of the purchase of participations therein by the applicable LendersCredit Parties denominated in any currency other than US Dollars shall, and the Lenders shall automatically and without with no further act required, be converted to obligations of the same Credit Parties denominated in US Dollars. Such conversion shall be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 occurred immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns being deemed to have exchanged interests pursuant to Section 2.21(a)(iii) and shall be conclusive absent manifest erroreffected based upon the Spot Exchange Rates in effect with respect to the relevant currencies on the CAM Exchange Date. On and after any such conversion, all amounts accruing and owed to any Lender in respect of its Obligations shall accrue and be payable in US Dollars at the rates otherwise applicable hereunder (and, in the case of interest on Loans and B/A Drawings, at the default rate applicable to ABR Loans hereunder).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Revolving Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such LenderXxxxxx’s CAM Percentage in each Designated Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each Borrower the Borrowers hereby consents consent and agrees agree to the CAM Exchange. Each Borrower The Borrowers and each Lender agrees the Revolving Lenders 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 CAM Exchange, and each Lender Revolving Xxxxxx agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower of the Borrowers to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 Revolving 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an any Issuing Bank that is not reimbursed by the applicable BorrowerBorrowers, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable such Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, the Revolving Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Revolving Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Lender and its assignee shall enter

Collection Allocation Mechanism. On Upon the date after the occurrence and during the continuance of an Event of Default that the Specified Obligations (as defined below) are declared to be immediately due and payable (the “CAM Exchange Date”) (a) the principal amount of each Loan denominated in an Alternative Currency shall automatically and without further action required, be converted into Dollars determined using the Spot Rates calculated as of the CAM Exchange Date, (a) equal to the Commitments Dollar Equivalent of such amount and on and after such date all amounts accruing and owed to any Lender in respect of such Loans shall automatically accrue and without further act be terminated as provided payable in Article VII, Dollars at the rates otherwise applicable hereunder and (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that, in lieu of the interests of each Lender in the particular Designated Specified Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Specified Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 11.06 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the 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 any Specified 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). In the event that, but giving effect to assignments on or 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Specified Obligations shall change as a result of the making by an L/C issuer of an LC Disbursement of either Tranche by an Issuing Bank L/C Borrowing that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d2.03(d), promptly purchase from such L/C Issuer the applicable Issuing Bank Dollar Equivalent of a participation in such LC Disbursement L/C Borrowing in the amount of such Lender’s Tranche One Applicable Revolving Credit Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement L/C Borrowing (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement L/C Borrowing and the purchase of participations therein by the applicable Revolving Credit Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Specified Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments to one another in Dollars 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 L/C Borrowing been outstanding immediately prior to on the CAM ExchangeExchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive conclusive, absent manifest error.. As used in this Section 8.03:

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in this Article VII, 8 and (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 10.07 and each Borrower hereby consents and agrees to the CAM Exchange. Each 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 shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any either Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. Each Borrower agrees that all payments made by it on and after the CAM Exchange Date shall be made in Dollars. (b) As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative an Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders in Dollars 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 paragraphclause (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable BorrowerCompany, then (ai) each US Tranche Revolving Credit Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s US Tranche One Revolving Credit Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (b), 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error. (d) Notwithstanding the foregoing provisions of this Section 8.04, in giving effect to the CAM Exchange, the UK Loan Parties shall not be required to execute any promissory note or other instrument or document (i) Guaranteeing, securing or otherwise providing credit support for the Obligations of the Domestic Loan Parties or (ii) that would be in violation of the Companies Act of 1985.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only 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 funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s 's CAM Percentage in each Designated Obligation. Each Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 9.04, and each the Borrower hereby consents and agrees to the CAM Exchange. Each The Borrower and each Lender agrees the Lenders 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any the Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an the Issuing Bank that is not reimbursed by the applicable Borrower, then (ai) each Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Lender’s Tranche One 's Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s 's CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, the Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VIIVIII, (bii) each US Revolving Lender shall become obligated immediately be deemed to fund, within one Business Day, all have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.04(c)) participations in outstanding the Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of an amount equal to such funding obligations, but only of the funded participations resulting therefrom) US Revolving Lender’s Swingline Exposure on such date and (ciii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Loans (other than the Swingline Loans) and B/A Drawings and, in the case of the US Revolving Lenders, participations in Swingline Loans and Letters of Credit such that, that in lieu of the interests interest of each Lender in the particular Designated Obligations that each Loan, B/A Drawing and Letter of Credit in which it shall own participate as of such date (including such Lender’s interest in the Loan Document Obligations of each Credit Party in respect of each such Loan, B/A Drawing and immediately prior to the CAM ExchangeLetter of Credit), such Lender shall own hold an interest in every one of the Loans (other than the Swingline Loans) and B/A Drawings and a participation in every one of the Swingline Loans and Letters of Credit (including the Loan Document Obligations of each Credit Party in respect of each such Loan and B/A Drawing and each LC Reserve Account established pursuant to Section 2.21(c) below), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereof. It is understood and agreed that Lenders holding interests in each Designated ObligationB/As on the CAM Exchange Date shall discharge the obligations to fund such B/As at maturity in exchange for the interests acquired by such Lenders pursuant to the CAM Exchange. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Credit Party hereby consents and agrees to the CAM Exchange. Each Borrower , and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or B/A Drawing. Each Credit Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes Notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes Notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and deliverednew Notes evidencing its interests in the Loans; provided provided, however, that the failure of any Borrower Credit Party to execute or deliver or of any Lender to accept any such promissory noteNote, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment pay­ment received by the Administrative Agent or the Collateral Agent pursuant to any Loan Credit Document in respect of the Designated Obligations Loan Document Obligations, and each distribution made by the Collateral Agent pursuant to any Security Document in respect of the Loan Document 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 Percentages. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment including by way of a proportionate part of all an assigning Lender’s rights and obligations set­off, in respect of a single Class of Commitments or Loans. Loan Document Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith. (c) In the event that, after that on the CAM ExchangeExchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, the aggregate amount of the Designated Obligations shall change as a result of the making of an or any LC Disbursement of either Tranche by an Issuing Bank that is shall not have been reimbursed by the applicable BorrowerUS Borrower or with the proceeds of a US Revolving Borrowing or Swingline Loan, then each US Revolving Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in US Dollars equal to such US Revolving Lender’s US Revolving Percentage of each such undrawn face amount or (ato the extent it has not already done so) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentageunreimbursed drawing, as the case may be, of such LC Disbursement (without giving effect together with interest thereon from the CAM Exchange Date to the CAM Exchange), (b) date on which such amount shall be paid to the Administrative Agent shall redetermine at the CAM Percentages after giving effect rate that would be applicable at the time to a Base Rate Revolving Loan in a principal amount equal to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders amount. The Administrative Agent shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that establish a separate account or accounts for each Lender (each, an “LC Reserve Account”) for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The Administrative Agent shall own an interest equal to deposit in each Lender’s LC Reserve Account such Lender’s CAM Percentage of the amounts received from the US Revolving Lenders as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s LC Reserve Account shall be held as a reserve against the LC Exposures, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05. (d) In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Administrative Agent shall, at the request of the Designated Obligations Letter of Credit Issuer, withdraw from the LC Reserve Account of each Lender any amounts, up to the amount of such Lender’s CAM Percentage of such drawing, deposited in respect of such Letter of Credit and (c) remaining on deposit and deliver such amounts to the Letter of Credit Issuer in satisfaction of the reimbursement obligations of the US Revolving Lenders under Section 2.05(e). In the event that any US Revolving Lender shall default on its obligation to pay over any amount to the Administrative Agent in respect of any Letter of Credit as provided in this Section 2.21, the Letter of Credit Issuer shall, in the event distributions of a drawing thereunder, have a claim against such US Revolving Lender to the same extent as if such Lender had defaulted on its obligations under Section 2.05(c), but shall have been made no claim against any other Lender in accordance with respect of such defaulted amount, notwithstanding the preceding paragraphexchange of interests in the US Borrower’s reimbursement obligations pursuant to Section 2.21(a). Each other Lender shall have a claim against such defaulting US Revolving Lender for any damages sustained by it as a result of such default, including, in the event that such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount. (e) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Lenders Administrative Agent shall make withdraw from the LC Reserve Account of each Lender the amount remaining on deposit therein in respect of such payments Letter of Credit and distribute such amount to one another as such Lender. (f) With the prior written approval of the Administrative Agent (not to be unreasonably withheld), any Lender may withdraw the amount held in its LC Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be necessary unconditionally obligated, in order that the amounts received by them event there shall subsequently be equal a drawing under such Letter of Credit, to pay over to the amounts they would have received had each LC Disbursement been outstanding Administrative Agent, for the account of the applicable Issuing Bank, on demand, its CAM Percentage of such drawing. (g) In the event the CAM Exchange Date shall occur, (i) Loan Document Obligations of the Credit Parties (other than in respect of B/As) denominated in any currency other than US Dollars shall, automatically and with no further act required, be converted to obligations of the same Credit Parties denominated in US Dollars, effective immediately prior to the Lenders being deemed to have exchanged interests pursuant to Section 2.21(a)(iii) and based upon the Spot Exchange Rates in effect with respect to the relevant currencies on the CAM Exchange. Each such redetermination shall be binding on each Exchange Date, and (ii) immediately upon the date of expiration of the Lenders Contract Period in respect thereof, the interests in each B/A received in the deemed exchange of interests pursuant to Section 2.21(a)(iii) shall, automatically and their successors with no further action required, be converted into the US Dollar Equivalent, determined using the Spot Exchange Rate calculated as of such date, of such amount. On and assigns after any such conversion, all amounts accruing and owed to any Lender in respect of its applicable Loan Document Obligations shall accrue and be conclusive absent manifest errorpayable in US Dollars at the rates otherwise applicable hereunder (and, in the case of interest on Loans and B/A Drawings, at the default rate applicable to Base Rate Loans hereunder).

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, VII and (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that, in lieu of the interests of each Lender in the particular Designated Specified Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Specified Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each 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 Facility Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Facility Agent against delivery of any promissory notes so executed and delivered; provided that the failure of or any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative an Agent pursuant to any Loan Document in respect of the Designated any Specified 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). In the event that, but giving effect to assignments on or 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Specified Obligations shall change as a result of the making by the Issuing Bank of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche the applicable Lenders shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s applicable Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Facility Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Specified Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Specified Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to on the CAM ExchangeExchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive conclusive, absent manifest error.

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, VII and (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s 's CAM Percentage in each Designated Obligation. It is understood and agreed that Lenders holding interests in BAs immediately prior to the CAM Exchange shall discharge their obligations with respect to the payment of such BAs at the maturity thereof in exchange for the interests acquired by such Lenders in funded Loans in the CAM Exchange. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Credit Party hereby consents and agrees to the CAM Exchange. Each Borrower Credit Party 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 shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative an Agent pursuant to any Loan Credit 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Tranche A Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s 's Tranche One A Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s 's CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

Collection Allocation Mechanism. On 2.1 Notwithstanding any other provision of this Agreement or any Loan Document, on the CAM Exchange Date, (ai) the all Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only VIII of the funded participations resulting therefrom) Credit Agreement and (cii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.3 of the Credit Agreement) be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Loans such that, that in lieu of the interests interest of each Lender in the particular Designated Obligations that each Loan in which it shall own participate as of such date and immediately prior to the CAM Exchangedate, such Lender shall own hold an interest in every one of the Loans (including each L/C Reserve Account established pursuant to Section 2.3 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage in each Designated Obligationthereof; provided that such CAM Exchange will not affect the aggregate amount of the obligations of the Loan Parties to the Lenders under the Loan Documents. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower Exchange and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to that the CAM Exchange, Exchange shall be binding upon its successors and each Lender agrees to surrender assigns and any promissory notes originally received by it hereunder to the Administrative Agent against delivery of person that acquires a participation in its interests in any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. Loan. 2.2 As a result of the CAM Exchange, on upon and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations Obligations, and each distribution made by the Administrative Agent pursuant to any Loan Document in respect of the 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 Percentages. Any direct payment received by a Lender upon or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, including by way of setoff, in respect of an Obligation, shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith. 2.3 In the event that on the CAM Exchange Date any Letters of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under any Letter of Credit shall remain unpaid, each Lender under the applicable Loan in respect of unpaid drawings on such Letter of Credit shall, before giving effect to the CAM Exchange, promptly pay over to the Administrative Agent, in immediately available funds and in the currency that such Letter of Credit is denominated, an amount equal to such Lender’s Letter of Credit Outstandings (as notified to such Lender by the Administrative Agent), of such Letter of Credit’s undrawn face amount or (to the extent it has not already done so) such Letter of Credit’s unpaid drawings together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Revolving Loan that is a Base Rate Loan accruing interest at the Alternate Base Rate in a principal amount equal to such amount. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “L/C Reserve Account”) for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The Administrative Agent shall deposit in each Lender’s L/C Reserve Account such Lender’s CAM Percentage of the amounts received from the Lenders as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in Sections 2.4, 2.5, 2.6 and 2.7 below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s L/C Reserve Account shall be held as a reserve against the Letter of Credit Outstandings, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being understood agreed that nothing herein shall be construed to prohibit the assignment of a proportionate part of all an assigning Lender’s rights and reimbursement obligations in respect of a single Class Letters of Commitments or Loans. Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.7 of the Credit Agreement. 2.4 In the event that, that after the CAM ExchangeExchange Date any drawing shall be made in respect of a Letter of Credit, the aggregate amount Administrative Agent shall, at the request of the Designated Obligations shall change as a result Issuer in respect of such Letter of Credit, withdraw from the making L/C Reserve Account of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shallany amounts, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in up to the amount of such Lender’s Tranche One CAM Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement drawing, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to such Issuer in satisfaction of the reimbursement obligations of the Lenders under Sections 2.1.2, 2.7 and 10.1 of the Credit Agreement (without giving effect but not of any Borrower under Sections 2.1.2, 2.7 and 10.1 of the Credit Agreement). In the event any Lender shall default on its obligation to pay over any amount to the Administrative Agent in respect of any Letter of Credit as provided in this Section 2, the Issuer in respect thereof shall, in the event of a drawing thereunder, have a claim against such Lender to the same extent as if such Lender had defaulted on its obligations under Sections 2.1.2, 2.7 and 10.1 of the Credit Agreement, but shall have no claim against any other Lender in respect of such defaulted amount, notwithstanding the exchange of interests in the reimbursement obligations pursuant to Section 2.1 above. Each other Lender shall have a claim against such defaulting Lender for any damages sustained by it as a result of such default, including, in the event such Letter of Credit shall expire undrawn, its CAM Exchange)Percentage of the defaulted amount. 2.5 In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, (b) the Administrative Agent shall redetermine withdraw from the CAM Percentages after giving effect L/C Reserve Account of each Lender the amount remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such LC Disbursement and Lender. 2.6 With the purchase prior written approval of participations therein by the applicable LendersAdministrative Agent as applicable, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases Issuer in respect of interests such Letter of Credit, any Lender may withdraw the amount held in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage its L/C Reserve Account in each respect of the Designated Obligations and (c) undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be unconditionally obligated, in the event distributions there shall subsequently be a drawing under such Letter of Credit, to pay over to the Administrative Agent as applicable, for the account of such Issuer on demand, its CAM Percentage of such drawing. 2.7 Pending the withdrawal by any Lender of any amounts from its L/C Reserve Account as contemplated by the above paragraphs, the Administrative Agent will, at the direction of such Lender and subject to such rules as the Administrative Agent may prescribe for the avoidance of inconvenience, invest such amounts in Cash Equivalents. Each Lender that has not withdrawn the amounts in its L/C Reserve Account as provided in Section 2.6 above shall have been the right, at intervals reasonably specified by the Administrative Agent to withdraw the earnings on investments so made by the Administrative Agent with amounts in accordance with the preceding paragraph, the Lenders shall make its L/C Reserve Account and to retain 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest errorearnings for its own account.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Revolving Loan and LC Disbursement denominated in a Foreign Currency shall become obligated to fundautomatically and without any further action required, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that be converted into Dollars determined using the Exchange Rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the Dollar Amount of such funding obligations, but only amount and on and after such date all amounts accruing and owed to any Revolving Lender in respect of such Obligations shall accrue and be payable in Dollars at the funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each Designated Specified Obligation. Each Revolving Lender, each person Person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 9.04, and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower of the Borrowers and each Lender 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 CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 Revolving 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 paragraphparagraph (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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an the Issuing Bank that is not reimbursed by the applicable any Borrower, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable Issuing Bank the Dollar equivalent of a participation in such LC Disbursement in the amount of such Revolving Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Revolving Lenders, and the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphclause (i) of paragraph (b) above, the Revolving Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Revolving Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Revolving Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) VIII and (cii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 10.06 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes Notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes Notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes Notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory noteNote, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative any 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 paragraphsubsection (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC L/C Disbursement of either Tranche by an Issuing Bank L/C Issuer that is not reimbursed by the applicable Primary Revolving Borrower, then (ai) each Primary Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.03(c), promptly purchase from make an L/C Advance to the applicable Issuing Bank a participation in such LC Disbursement L/C Issuer in the amount of equal to such Lender’s Tranche One Applicable Primary Revolving Percentage or Tranche Two Percentage, as the case may be, of such LC L/C Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC L/C Disbursement and the purchase of participations therein L/C Advances made by the Primary Revolving Lenders (using the applicable LendersSpot Rates in effect at or around the time of such L/C Disbursement solely for the purpose of determining the amount of the Designated Obligations resulting therefrom), and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage (as so redetermined) in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphsubsection (b) above, 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 L/C Disbursement been outstanding immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders Lender and their its successors and assigns and shall be conclusive absent manifest error.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bii) the principal amount of each Lender Loan and LC Disbursement denominated in Sterling shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that automatically and without any further action required be converted into Dollars determined using the exchange rates calculated as of the CAM Exchange shall not result in a reallocation Date, equal to the U.S. Dollar Amount of such funding obligations, but only 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 funded participations resulting therefrom) rates otherwise applicable hereunder and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 9.04, and each Borrower the Borrowers hereby consents consent and agrees agree to the CAM Exchange. Each Borrower The Borrowers and each Lender agrees the Lenders 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an the Issuing Bank that is not reimbursed by the applicable any Borrower, then (ai) each Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable Issuing Bank the U.S. Dollar Amount of a participation in such LC Disbursement in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with the preceding paragraphparagraph (b) above, the Lenders shall make such payments to one another in Dollars 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided that, in connection with any such assignment, such Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c).

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (ai) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) VII and (cii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 9.04, and each Borrower the Borrowers hereby consents consent and agrees agree to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. . (b) 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 paragraphparagraph (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. . (c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an the Issuing Bank that is not reimbursed by the applicable BorrowerBorrowers, then (ai) each Revolving Lender of such Tranche shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Applicable Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (bii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (ciii) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error. (d) Nothing in this Article shall prohibit the assignment by any Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph (c). JPMorgan Chase Bank, N.A. $ 0 $ 77,500,000 $ 0 $ 22,500,000 Fifth Third Bank $ 0 $ 67,500,000 $ 0 $ 20,000,000 HSBC Bank USA, National Association $ 0 $ 56,000,000 $ 0 $ 16,500,000 RBS Citizens, N.A. $ 0 $ 50,500,000 $ 0 $ 14,500,000 PNC Bank, National Association $ 0 $ 31,000,000 $ 0 $ 9,000,000 The Huntington National Bank $ 35,000,000 $ 0 $ 0 $ 0 Sovereign Bank, N.A. $ 0 $ 22,500,000 $ 0 $ 7,500,000 Xxxxx Fargo Bank NA, London Branch $ 0 $ 20,000,000 $ 0 $ 5,000,000 Bank of America, N.A. $ 0 $ 15,000,000 $ 0 $ 5,000,000 Xxxxxxx Sachs Bank USA $ 0 $ 15,000,000 $ 0 $ 0 First Niagara Bank, N.A. $ 0 $ 0 $ 10,000,000 $ 0 1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank. 2. On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Associated Costs Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Associated Costs Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum. 3. The Associated Costs Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office. 4. The Associated Costs Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Administrative Agent as follows: (a) in relation to a Loan in Pounds Sterling: AB + C(B – D) + E × 0.01 per cent. per annum 100 – (A + C) (b) in relation to a Loan in any currency other than Pounds Sterling: E × 0.01 per cent. per annum. Where:

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person Person acquiring a participation from any Lender as contemplated by Section 11.04 10.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Tranche A Lender of such or Tranche B Lender, as applicable, shall, in accordance with Section 2.05(d2.06(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One A Percentage or Tranche Two B Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

Collection Allocation Mechanism. (a) On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act action be deemed to have made reciprocal purchases of exchanged interests in the Designated Specified Obligations under the Tranches (and participation interests in Letters of Credit) such that, in lieu of the interests interest of each Lender in the particular Designated Specified Obligations that under each Tranche in which it shall own participate as of such date (including the principal, reimbursement, interest and immediately prior to the CAM Exchangefee obligations of each Loan Party in respect of each such Tranche) and, if such Lender holds a Revolving Commitment as of such date, such Lender’s participation interests in Letters of Credit, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Specified Obligations under each Designated Obligationof the Tranches (including the principal, reimbursement, interest and fee obligations of each Loan Party in respect of each such Tranche) and hold a participation interest in each Letter of Credit equal to its CAM Percentage thereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 Participant, each Loan Party and each Borrower the Administrative Agent hereby consents and agrees to the CAM Exchange. Each Borrower Lender and each Lender 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder such Lender to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided provided, however, that the Table of Contents failure of any Borrower Loan Party to execute or and deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after On the CAM Exchange Date, each payment received by 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 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such excess in the applicable currency or currencies (or, if requested by the Administrative Agent, in 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 Tranche One Percentage or Tranche Two Percentage, as funded Exposures before giving effect to the case may be, of CAM Exchange exceeds such LC Disbursement (without funded Exposures after giving effect to the CAM Exchange), . (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Each Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments obligation 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 immediately prior exchange its interests pursuant to the CAM Exchange. Each such redetermination Exchange shall be binding on each absolute and unconditional and shall not be affected by any circumstance including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any other Lender, any Loan Party or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, (iii) any adverse change in the condition (financial or otherwise) of the Lenders and their successors and assigns and shall be conclusive absent manifest errorCompany or any of its Subsidiaries or any other Person, (iv) any breach of this Agreement by any Loan Party, any Lender or any other Person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Collection Allocation Mechanism. On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act action be deemed to have made reciprocal purchases of exchanged interests in the Designated Specified Obligations under each of the Classes (and participation interests in Letters of Credit) such that, in lieu of the interests interest of each Lender in the particular Designated Specified Obligations that under each Class in which it shall own participate as of such date (including the principal, reimbursement, interest and immediately prior to the CAM Exchangefee obligations of each Loan Party in respect of each such Classes) and, if such Lender holds a Revolving Commitment as of such date, such Lender’s participation interests in Letters of Credit, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Specified Obligations under each Designated Obligationof the Classes (including the principal, reimbursement, interest and fee obligations of each Loan Party in respect of each such Classes) and hold a participation interest in each Letter of Credit equal to its CAM Percentage thereof. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 Participant and each Borrower the Administrative Agent hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender 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 Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder such Lender to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that provided, however, that, the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after On 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), but giving effect to assignments Lender whose funded Exposures 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) Exchange shall exceed its funded Exposures before giving effect thereto shall pay to the Administrative Agent shall redetermine the CAM Percentages after giving effect to amount of such LC Disbursement and the purchase of participations therein by excess in the applicable Lenderscurrency or currencies (or, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.if requested 124 CHAR1\1732710v2

Collection Allocation Mechanism. On the first date after the Effective Date on which there shall occur an Event of Default under Section 8.6 or the acceleration of Obligations pursuant to Section 9 (the "CAM Exchange Date"), (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (bi) each Lender shall become obligated immediately be deemed to fund, within one Business Day, all have acquired (and shall promptly make payment therefor to the Agent in accordance with Section 2.2(b) or 2.2(e)) participations in the Swing Loans, in an amount equal to such Lender's Pro Rata Share of each US Swing Loan outstanding Swingline Loans held by it on such date, (it being agreed that ii) each Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the CAM Exchange shall not result Agent in a reallocation accordance with Section 2.9) participations in the Obligations with respect to each Letter of Credit in an amount equal to such funding obligations, but only Lender's Pro Rata Share of the funded participations resulting therefrom) aggregate amount available to be drawn under such Letter of Credit, and (ciii) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of exchanged interests in the Designated Obligations Revolving Loans and participations in the Swing Loans and Letters of Credit, such that, that in lieu of the interests interest of each Lender in each Revolving Loan and the particular Designated Obligations that with respect to each Swing Loan and Letter of Credit in which it shall own participate as of such date (including such Lender's interest in the Obligations, Guaranties and immediately prior to the CAM ExchangeCollateral of each Loan Party in respect thereof), such Lender shall own hold an interest in every one of the Revolving Loans and a participation in all of the Obligations in respect of Swing Loans and Letters of Credit (including the Obligations, Guaranties and Collateral of each Loan Party in respect thereof), whether or not such Lender shall previously have participated therein, equal to such Lender’s 's CAM Percentage in each Designated Obligationthereof (the foregoing exchange being referred to as the "CAM Exchange"). Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower Loan Party hereby consents and agrees to the CAM Exchange. Each Borrower , and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Revolving Loan or any participation in any Swing Loan or Letter of Credit. Each Loan Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Revolving Loans so executed and delivered; provided that provided, that, the failure of any Borrower Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. 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), 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. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with 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 immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.