Common use of Collection Allocation Mechanism Clause in Contracts

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”), (i) each Lender shall immediately be deemed to 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 on such date, (ii) each Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Agent in accordance with Section 2.9) participations in the Obligations with respect to each Letter of Credit in an amount equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit, and (iii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Revolving Loans and participations in the Swing Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Revolving Loan and the Obligations with respect to each Swing Loan and Letter of Credit in which it shall participate as of such date (including such Lender’s interest in the Obligations, Guaranties and Collateral of each Loan Party in respect thereof), such Lender shall 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 thereof (the foregoing exchange being referred to as the “CAM Exchange”). Each Lender and each Loan Party hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any 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 Agent all such promissory notes and other instruments and documents as the Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Loans hereunder to the Agent against delivery of any promissory notes evidencing its interests in the Revolving Loans so executed and delivered; provided, that, the failure of any Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

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”), (i) each U.S. Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the U.S. Administrative Agent in accordance with Section 2.2(b) or 2.2(e2.5(d)) participations in the Swing Loans, U.S. Swingline Loans in an amount equal to such U.S. Revolving Lender’s Pro Rata Share pro rata share of each US Swing U.S. Swingline Loan outstanding on such date, (ii) each Lender shall immediately be deemed simultaneously with the automatic conversions pursuant to have acquired (and shall promptly make payment therefor to the Agent in accordance with Section 2.9) participations in the Obligations with respect to each Letter of Credit in an amount equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit, and clause (iii) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.5) be deemed to have exchanged interests in the Revolving Loans (other than the U.S. Swingline Loans) and Bankers’ Acceptances and B/A Equivalent Loans and participations in the Swing U.S. Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Revolving Loan, Bankers’ Acceptance, B/A Equivalent Loan and the L/C Obligations with respect to each Swing Loan and Letter of Credit in which it shall participate as of such date (including such Lender’s interest in the Obligations, Guaranties Guaranty and Collateral of each Loan Party in respect thereofof each such Loan, Bankers’ Acceptance, and B/A Equivalent Loan and L/C Obligations), such Lender shall hold an interest in every one of the Revolving Loans (other than the U.S. Swingline Loans) and Bankers’ Acceptances and B/A Equivalent Loans and a participation in every one of the U.S. Swingline Loans and all of the L/C Obligations in respect of Swing Loans and Letters of Credit (including the Obligations, Guaranties guaranty and Collateral of each Loan Party in respect thereofof each such Loan), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereof and (iii) simultaneously with the foregoing deemed exchange being referred of interests pursuant to as clause (ii) above, the “interest in the Loans and Bankers’ Acceptances and B/A Equivalent Loans denominated in Canadian Dollars to be received in such deemed exchange shall be converted into Obligations denominated in Dollars and on and after such date all amounts accruing and owed to Lenders in respect of such Obligations shall accrue and be payable in Dollars at the rates otherwise applicable hereunder. It is understood and agreed that Lenders holding interests in Bankers’ Acceptances and B/A Equivalent Loans on the CAM Exchange Date shall discharge the obligations to such Bankers’ Acceptances and B/A Equivalent Loans at maturity in exchange for the interests acquired by such Lenders in the CAM Exchange”). Each Lender and each Loan Party hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Revolving Loan or Bankers’ Acceptance or B/A Equivalent Loan or any participation in any Swing U.S. Swingline Loan or Letter of Credit. Each Loan Party agrees from time to time to execute and deliver to the Administrative Agent or the Canadian Agent, as appropriate, all such promissory notes and other instruments and documents as the Administrative Agent or the Canadian Agent, as appropriate, shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Loans hereunder to the Administrative Agent or the Canadian Agent, as appropriate, against delivery of any promissory notes evidencing its interests in the Revolving Loans and Bankers’ Acceptances and B/A Equivalent Loans so executed and delivered; provided, thathowever, that the failure of any Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

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 10.6 or the acceleration of Obligations pursuant to Section 9 11.1(a) (the “CAM Exchange Date”), (i) each Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Agent in accordance with Section 2.2(b) or 2.2(e2.1(d)) participations in the Swing LoansSwingline Advances, in an amount equal to such Lender’s Pro Rata Share Commitment Percentage of each US Swing Loan Swingline Advance outstanding on such date, (ii) each Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Agent in accordance with Section 2.92.9(g) (in the case of a 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 Lender’s Pro Rata Share Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit, and (iii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Revolving Loans Advances and participations in the Swing Loans Swingline Advances and Letters of Credit, such that in lieu of the interest of each Lender in each Revolving Loan Advance and the Obligations with respect to each Swing Loan Swingline Advance and each Letter of Credit in which it shall participate as of such date immediately prior to the CAM Exchange Date (including such Lender’s interest in the Obligations, Guaranties Guarantees and Collateral of each Loan Party in respect thereof), such Lender shall hold an interest in every one of the Revolving Loans Advances and a participation in all of the Obligations in respect of Swing Loans Swingline Advances and Letters of Credit (including the Obligations, Guaranties 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 thereof (the foregoing exchange being referred to as the “CAM Exchange”). Each Lender and each Loan Party hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person Person that acquires a participation in its interests in any Revolving Loan Advance or any participation in any Swing Loan Swingline Advance or Letter of Credit. Each Loan Party agrees from time to time to execute and deliver to the Agent all such promissory notes and other instruments and documents as the Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender to the Agent any promissory notes originally received by it in connection with its Revolving Loans Advances hereunder to the Agent against delivery of any promissory notes evidencing its interests in the Revolving Loans Advances so executed and delivereddelivered pursuant to this Section 11.6(a); provided, thathowever, that the failure of any Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

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”), Date (i) each Lender the Revolving Commitments shall immediately automatically and without further act be deemed to have acquired (and shall promptly make payment therefor to the Agent terminated as provided 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 on such date8.02, (ii) each Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Agent in accordance with Section 2.9) participations in the Obligations with respect to each Letter of Credit in an amount equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit, and (iii) the Revolving Lenders shall automatically and without further act (and without regard to the provisions of Section 10.06) be deemed to have exchanged interests in the Revolving Loans and participations in the Swing Loans and Letters of Credit, Facilities such that in lieu of the interest of each Revolving Lender in each Revolving Loan and the Obligations with respect to each Swing Loan and Letter of Credit Facility in which it shall participate as of such date (including such Lender’s interest in the Obligations, Guaranties and Collateral Specified Obligations of each Loan Credit Party in respect thereofof each such Revolving Facilities), such Revolving Lender shall hold an interest in every one each of the Revolving Loans and a participation in all Facilities (including the Specified Obligations of the Obligations each Credit Party in respect of Swing Loans each Revolving Facility and Letters of Credit each LC Reserve Account established pursuant to clause (including the Obligations, Guaranties and Collateral of each Loan Party in respect thereofc) 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 foregoing deemed exchange being referred of interests pursuant to clause (ii) above, Specified Obligations to be received by the Lenders in such 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”)Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Revolving Lenders under the Loan Documents. Each Revolving Lender and each Loan 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 Person that acquires a participation in its interests in any Revolving Loan or any participation in any Swing Loan or Letter of CreditFacility. Each Loan 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 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 evidencing its interests in the Revolving Loans so executed and deliveredFacilities; provided, thathowever, that the failure of any Loan 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.

Collection Allocation Mechanism. SECTION 10.01 IMPLEMENTATION OF CAM. (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”), (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.2(b) or 2.2(e2.04(c)) participations in the Swing Loans, Swingline Euro Loans (other than any Swingline Euro Loan in respect of which Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Lender’s Pro Rata Share 's ratable share (based on the respective Revolving Facility Commitments of the Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each US Swing Swingline Euro Loan outstanding on such date, (iiiii) each Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.92.04(c)) participations in the Obligations with Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the Revolving Facility Lenders have funded their purchase of participations pursuant to each Letter of Credit Section 2.04(c)) in an amount equal to such Lender’s Pro Rata Share 's Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the aggregate amount available automatic conversions pursuant to be drawn under such Letter of Creditclause (v) below, and (iii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.04) be deemed to have exchanged interests in the Revolving Loans (other than the Swingline Loans), Swingline Loans and participations in the Swing Loans and undrawn Letters of Credit, such that in lieu of the interest of each Lender in each Revolving Loan and the Obligations with respect to each Swing Loan and Letter of Credit in which it shall participate as of such date (including such Lender’s 's interest in the Obligations, Guaranties and Collateral Obligations of each Loan Party in respect thereofof each such Loan and undrawn Letter of Credit), such Lender shall hold an interest in every one of the Revolving Loans (other than the Swingline Loans) and a participation in all every one of the Obligations in respect of Swing Swingline Loans and undrawn Letters of Credit (including the Obligations, Guaranties and Collateral Obligations of each Loan Party in respect thereofof each such Loan and each 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 thereof and (v) simultaneously with the foregoing deemed exchange being referred of interests pursuant to clause (iv) above, the interests in the Loans to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the “CAM Exchange”)Lenders in respect of such Obligations shall accrue and be payable in Dollars at the rate otherwise applicable hereunder. Each Lender and each Loan Party hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Revolving Loan or any participation in any Swing Loan or Letter of CreditLoan. 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 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; providedPROVIDED, thatHOWEVER, that the failure of any Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.