Common use of Implementation of CAM Clause in Contracts

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each Swingline Foreign Currency Loan outstanding on such date, (iii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest in the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation 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 Loan or Ancillary Credit Extension. 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 Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect of an Obligation shall be paid over to the Applicable Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments and the Ancillary Commitments shall automatically and without further act be terminated as provided in Section 7.01Article VII, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an principal amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each Swingline Foreign Currency Loan outstanding on such date, (iii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest in the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions to be received in such deemed exchange Foreign Currency shall, automatically and with no further action required, be converted into the Dollar Equivalent, determined using the Exchange Rate Rates calculated as of such datethe CAM Exchange Date, of such amount and on and after such date all amounts accruing and owed to the CAM Dollar Lenders any Lender in respect of such Obligation Obligations shall accrue and be payable in Dollars at the rate rates otherwise applicable hereunderhereunder and (iii) each Lender shall automatically and without further act (and without regard to the provisions of Section 9.04) immediately be deemed to have acquired participations in the Swingline Loans, Revolving Loans, Ancillary Loans and Letters of Credit (including each Reserve Account established pursuant to Section 10.02 below, but excluding the Competitive Loans) in an amount equal to such Lender’s CAM Percentage. Each Lender shall make payments to the Applicable Agent for such participations, and the Applicable Agent shall distribute such payments to the appropriate Lender, in such manner and pursuant to such procedures determined by the Administrative Agent. Each Lender and each Loan Party Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or Ancillary Credit ExtensionAdvance. Each Loan Party Borrower 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 Loans (other than Competitive Loans) hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions Loans so executed and delivered; provided, however, that the failure of any Loan Party 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, upon and after the CAM Exchange Date, each payment received by the Applicable Agent or the Collateral Agent pursuant to any Loan Document in respect of the Obligations, Revolving Credit Exposures and each distribution made by the Collateral Agent pursuant to any Security Document in respect of the Obligations, Ancillary Facility Exposures shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect of an Obligation any Revolving Credit Exposure or Ancillary Facility Exposure shall be paid over to the Applicable Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each Swingline Foreign Currency Loan outstanding on such date, (iii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest in the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 below), whether or not such Lender shall previously have participated therein, equal to such 140 Lender's CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation 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 Loan or Ancillary Credit Extension. 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 Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect of an Obligation shall be paid over to the Applicable Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each Swingline Foreign Currency Loan outstanding on such date, (iii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, Date the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.0411.6) be deemed to have exchanged interests in the Loans (and other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, Designated Obligations with each other Lender hereunder such that in lieu of the interest of each Lender in each Loan, Letter Class of Credit Loans (and Ancillary Credit Extension other Designated Obligations) in which it shall participate as of such date (including such Lender's ’s interest in the Designated Obligations of each Loan Party in respect of each such Loan, Letter Class of Credit Loans and Ancillary Credit Extensionother Designated Obligations), such Lender shall hold an interest in every one Class of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Designated Obligations of each Loan Party in respect of each such Loan Class) and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 below)other outstanding Designated Obligations, whether or not such Lender shall previously have participated therein, equal to such Lender's ’s CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation shall accrue and be payable in Dollars at the rate otherwise applicable hereunderthereof. Each Lender Lender, each Borrower and each other 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 Loan or Ancillary Credit ExtensionClass of Loans. Each Borrower and each other 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. In the event that on the CAM Exchange Date any Swingline Loan shall be outstanding (other than any Swingline Loan in respect of which the US Borrower Revolving Lenders have funded their purchase of participations pursuant to Section 2.7), and then on the CAM Exchange Date, each US Borrower Revolving Lender agrees (determined immediately prior to surrender the CAM Exchange) shall, in accordance with the provisions of Section 2.7, promptly purchase from the Swingline Lender a participation in each Swingline Loan in the amount of such US Borrower Revolving Lenders’ US Borrower Revolving Percentage of such Swingline Loan (determined immediately prior to the CAM Exchange). Notwithstanding the foregoing, prior to the CAM Exchange Date no Lender shall have any promissory notes originally received beneficial interest in any other Lender’s Loans pursuant to this Section 10. Each determination by it in connection with its Loans hereunder to the Administrative Agent against delivery as to each Lender’s CAM Percentage or the amount of any promissory notes evidencing Designated Obligations owing to each Lender shall be binding on each such Lender and its interests in successors and assigns and shall be conclusive, absent manifest error. For the Loans and Funded Ancillary Credit Extensions so executed and delivered; providedavoidance of doubt, howeverto the extent not previously terminated, 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 on the CAM ExchangeExchange Date, any outstanding Commitments shall be terminated automatically and without any further action by any person. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Agent or the Collateral Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations, and each distribution made by the Collateral Administrative Agent pursuant to any Security Document in respect of the Designated Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-offsetoff, in respect of an a Designated Obligation shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01Article VII, (ii) each Global Revolving Facility US Tranche Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Administrative Agent in accordance with Section 2.04(c)) participations in the Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) under the US Tranche in an amount equal to such Global Lender’s US Tranche Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) Percentage of each such Swingline Foreign Currency Loan outstanding on such date, (iii) each U.S. Revolving Facility European Tranche Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which under the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) European Tranche in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility ’s European Tranche Percentage of each such Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) belowbelow (after giving effect to clauses (ii) and (iii) above), the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.0411.04) be deemed to have exchanged interests in the Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions ) and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Loan and Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's ’s interest in the Obligations of each Loan Party Borrower in respect of each such Loan, Loan and Letter of Credit and Ancillary Credit ExtensionCredit), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Loans and Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party Borrower in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 9.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's ’s CAM Percentage thereof thereof, and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest interests in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions to be received in such deemed exchange shall, automatically and with no further action required, be converted into the US Dollar Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Dollar Lenders in respect of such Obligation Obligations shall accrue and be payable in US Dollars at the rate otherwise applicable hereunder. Each Lender and each Loan Party Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or Ancillary Credit Extensionany participation in any Swingline Loan or Letter of Credit. Each Loan Party 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 evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, that the failure of any Loan Party 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, upon and after the CAM Exchange Date, each payment received by the Applicable Agent or the Collateral Administrative Agent pursuant to any Loan Document in respect of the Obligations, and each distribution made by the Collateral Administrative Agent pursuant to any Security Loan Document in respect of the Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon on or after the CAM Exchange Date, including by way of set-off, in respect of an Obligation shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Administrative Agent in accordance with Section 2.04(c)) participations in the Swingline Euro Loans (other than any Swingline Foreign Currency Euro Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ’s ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each Swingline Foreign Currency Euro Loan outstanding on such date, (iii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Administrative Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. ’s Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and undrawn Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Loan and Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's ’s interest in the Obligations of each Loan Party in respect of each such Loan, Loan and undrawn Letter of Credit and Ancillary Credit ExtensionCredit), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Loans and undrawn Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 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 deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation 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 Loan or Ancillary Credit ExtensionLoan. 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 Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Administrative Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect of an Obligation shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (ai) On the CAM Exchange Date, (i) to the Commitments shall automatically and without further act be terminated as provided in Section 7.01extent not otherwise prohibited by a Requirement of Law or otherwise, (ii) each Global Multicurrency Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Overdraft Amounts in an amount equal to such Multicurrency Revolving Lender’s Multicurrency Revolver Pro Rata Share of each Overdraft Amount outstanding on such date and (ii) on the CAM Exchange Date, all Loans outstanding in any currency other than Dollars (“Loans to be Converted”) shall be converted into Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) (“Converted Loans”), (iii) [reserved], (iv) on the CAM Exchange Date (with respect to Loans described in the foregoing clause (ii)) to the extent necessary to cause the fraction for each Lender described in the definitions of Dollar Revolver Pro Rata Share, Multicurrency Revolver Pro Rata Share and each Term Pro Rata Share to be equal for each Facility for such Lender after giving effect to the purchase and sale of participating interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)including such Converted Loans) in an amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments its CAM Percentage of the Global outstanding principal amount of the Loans (including Converted Loans) All Converted Loans (which shall have been converted into Multicurrency Revolving Facility Lenders immediately prior Loans denominated in Dollars) shall bear interest at the rate which would otherwise be applicable to Base Rate Loans and (v) on the CAM Exchange Date) of each Swingline Foreign Currency Loan outstanding on such date, (iii) each U.S. Revolving Facility Lender all Commitments shall immediately be automatically deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest in the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation shall accrue and be payable in Dollars at the rate otherwise applicable hereunderterminated. Each Lender and each Loan Party Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or Ancillary Credit ExtensionFacility. Each Loan Party Borrower 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. (b) If, for any reason, the Loans to be Converted, may not be converted into Dollars in the manner contemplated by paragraph (a) of this Section 13.1, (i) Administrative Agent shall determine the Dollar Equivalent of the Loans to be Converted, as the case may be (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding the date on which such conversion would otherwise occur pursuant to paragraph (a) of this Section 13.1) and (ii) effective on such CAM Exchange Date, each Lender severally, unconditionally and irrevocably agrees that it shall purchase in Dollars a participating interest in such Loans to surrender be Converted in an amount equal to its CAM Percentage of such Loans to be Converted. Each Lender will immediately transfer to the appropriate Agent, in immediately available funds, the amount(s) of its participation(s) and the proceeds of such participation(s) shall be distributed by such Agent to each relevant Lender in the amount(s) provided for in the preceding sentence. (c) To the extent any promissory notes originally received Taxes are required to be withheld from any amounts payable by it a Lender (the “First Lender”) to another Lender (the “Other Lender”) in connection with its Loans hereunder participating interest in any Loan, each Borrower, with respect to the Administrative Agent against delivery of any promissory notes evidencing its interests in relevant Loans made to it, shall be required to pay additional amounts to the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, that Other Lender receiving such payments from the failure of any Loan Party to execute or deliver or of any First Lender to accept any the same extent they would be required under Section 4.7 if such promissory note, instrument or document shall not affect Borrower were making payments with respect to the validity or effectiveness of participating interest directly to the CAM ExchangeOther Lender. (bd) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Administrative Agent or the Collateral Agent pursuant to any Loan Document in respect of the Obligations, and each distribution made by the Collateral Agent pursuant to any Security Collateral Document in respect of the Obligations, shall be distributed to the Lenders based upon their Pro Rata Share of the Facilities pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-offsetoff, in respect of an Obligation shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, to the extent not otherwise prohibited by a Requirement of Law or otherwise, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent applicable Swing Line Lender in accordance with Section 2.04(c2.4(b)(ii)) participations in the Swingline Swing Line Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of Participation Interest in each Swingline Foreign Currency Swing Line Loan outstanding on such date, date and (iiiii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent applicable Additional Alternative Currency Lender in accordance with Section 2.04(c1.7(e)) participations in the Swingline Dollar Additional Alternative Currency Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility Percentage of Participation Interest in each Swingline Dollar Additional Alternative Currency Loan outstanding on such date. On the CAM Exchange Date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, the Lenders shall automatically and without further act (and without regard after giving effect to the provisions of the preceding sentence and the provisions of Section 9.049.2(a), each Lender severally, unconditionally and irrevocably agrees that it shall purchase, sell or exchange, as the case may be (without duplication), (w) be deemed to have exchanged interests a participating interest in the Loans Designated Obligations, (other than the x) participations held by Revolving Lenders in Swingline Loans, (y) participations held by Revolving Lenders in LOC Obligations and rights to related LOC Reserve Accounts and (z) participations held by Revolving Lenders in Additional Alternative Currency Loans, in each case, in an amount equal to its CAM Percentage of the outstanding Designated Obligations and participations referred to in clauses (x), Funded Ancillary Credit Extensions (y) and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, (z) above such that in lieu of the interest of each Lender in each Loan, Letter of Credit such Designated Obligations and Ancillary Credit Extension participations in which it shall participate as of such date (including such Lender's interest in prior to the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension)CAM Exchange Date, such Lender shall hold an interest in every one CAM Tranche of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Designated Obligations, Swingline Loans, Letters of Credit Additional Alternative Currency Loans and Unfunded Ancillary Credit Extensions (including the LOC Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each related LOC Reserve Account established pursuant to Section 11.02 below)Accounts, whether or not such Lender shall have previously have participated therein, equal to such Lender's CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of on the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation shall accrue and be payable in Dollars at the rate otherwise applicable hereunderDate. 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 Loan or Ancillary Credit ExtensionFacility. Each Loan Party 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 Lenders after giving effect to the CAM Exchange. The CAM Exchange shall be made by calculating the Dollar Equivalent of the outstanding amount of all Loans denominated in a Foreign Currency or in an Additional Alternative Currency, 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 and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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 as determined as of the CAM Exchange. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received Date by the Applicable Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect of an Obligation shall be paid over to the Applicable Agent for distribution to the Lenders in accordance herewithAdministrative Agent.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each Swingline Foreign Currency Loan outstanding on such date, (iii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest in the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation 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 Loan or Ancillary Credit Extension. 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 Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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. Any direct payment received by a Lender upon or after the CAM 195 Exchange Date, including by way of set-off, in respect of an Obligation shall be paid over to the Applicable Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01Article VII, (ii) each Global Revolving Facility US Tranche Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Administrative Agent in accordance with Section 2.04(c)) participations in the Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) under the US Tranche in an amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) ’s US Tranche Percentage of each such Swingline Foreign Currency Loan outstanding on such date, (iii) each U.S. Revolving Facility Foreign Tranche Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which under the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) Foreign Tranche in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility ’s Foreign Tranche Percentage of each such Swingline Dollar Loan outstanding on such date, (iv) [Intentionally Omitted], (v) simultaneously with the automatic conversions pursuant to clause (vvi) belowbelow (after giving effect to clauses (ii), (iii) and (iv) above), the US Tranche Lenders and the Foreign Tranche Lenders shall automatically and without further act (and without regard to the provisions of Section 9.0411.04) be deemed to have exchanged interests in the US Tranche Loans and the Foreign Tranche Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions Loans under such Tranches) and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of CreditCredit under the US Tranche and the Foreign Tranche, such that in lieu of the interest of each US Tranche Lender and Foreign Tranche Lender in each US Tranche Loan, Foreign Tranche Loan, US Tranche Letter of Credit and Ancillary Foreign Tranche Letter of Credit Extension in which it shall participate as of such date (including such Lender's ’s interest in the Obligations of each Loan Party applicable Borrower in respect of each such US Tranche Loan, Foreign Tranche Loan, US Tranche Letter of Credit and Ancillary Credit ExtensionForeign Tranche Letter of Credit), each such US Tranche Lender and Foreign Lender shall hold an interest in every one of the US Tranche Loans and Foreign Tranche Loans (other than the Swingline LoansLoans under such Tranches) and Funded Ancillary Credit Extensions and a participation in every one of the US Tranche Swingline Loans, Loans and the Foreign Tranche Swingline Loans and US Tranche Letters of Credit and Unfunded Ancillary Foreign Tranche Letters of Credit Extensions (including the Obligations of each Loan Party Borrower in respect of each such US Tranche Loan and Ancillary Credit Extension Foreign Tranche Loan, and each Reserve Account established pursuant to Section 11.02 9.02 below), whether or not such Lender shall previously have participated therein, equal to such US Tranche Lender's ’s and Foreign Tranche Lender’s CAM Percentage thereof thereof, and (vvi) simultaneously with the deemed exchange of interests pursuant to clause (ivv) above, (A) in the case of the CAM Euro Lenders, the interest interests in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions to be received in such deemed exchange shall, automatically and with no further action required, be converted into the US Dollar Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Dollar Lenders in respect of such Obligation Obligations shall accrue and be payable in US Dollars at the rate otherwise applicable hereunder. Each US Tranche Lender, Foreign Tranche Lender and each Loan Party Borrower hereby consents and agrees to the CAM Exchange, and each US Tranche Lender and Foreign Tranche 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 US Tranche Loan or Ancillary Foreign Tranche Loan or any participation in any Swingline Loan or Letter of Credit Extensionunder either such Tranche. The Malaysian Tranche Borrower, the Malaysian Tranche Lenders, and the Obligations under the Malaysian Tranche (including, without limitation, all Loans, Letters of Credit thereunder) shall not be subject to any CAM Exchange, and on and after the occurrence of a CAM Exchange Date, the Malaysian Tranche Obligations shall remain among the Malaysian Borrower and the Malaysian Tranche Lenders. Only Malaysian Tranche Lenders shall hold Obligations under the Malaysian Tranche. Each Loan Party Borrower under the US Tranche and the Foreign Tranche and each Lender under the US Tranche and the Foreign Tranche 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 applicable Lenders after giving effect to the CAM Exchange, and each such Lender agrees to surrender any promissory notes originally received by it in connection with its applicable Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the applicable Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, that the failure of any Loan Party 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, upon and after the CAM Exchange Date, each payment received by the Applicable Administrative Agent or the Collateral relevant Global Agent pursuant to any Loan Document in respect of the ObligationsObligations under the US Tranche or the Foreign Tranche, and each distribution made by the Collateral Administrative Agent or relevant Global Agent pursuant to any Security Loan Document in respect of the ObligationsObligations under the US Tranche or the Foreign Tranche, shall be distributed to the Lenders under such Tranches pro rata in accordance with their respective CAM Percentages. No Lender under the Malaysian Tranche shall be entitled to any such payments. Any direct payment received by a Lender upon under the US Tranche or the Foreign Tranche on or after the CAM Exchange Date, including by way of set-off, in respect of an Obligation under either such Tranche shall be paid over to the Applicable Administrative Agent or relevant Global Agent for distribution to the Lenders under such Tranches in accordance herewith. Payments in respect of Malaysian Tranche Obligations shall be paid to the Malaysian Tranche Lenders.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Administrative Agent in accordance with Section 2.04(c)) participations in the Swingline Euro Loans (other than any Swingline Foreign Currency Euro Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each Swingline Foreign Currency Euro Loan outstanding on such date, (iii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Administrative Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and undrawn Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Loan and Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest in the Obligations of each Loan Party in respect of each such Loan, Loan and undrawn Letter of Credit and Ancillary Credit ExtensionCredit), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Loans and undrawn Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 10.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation 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 Loan or Ancillary Credit ExtensionLoan. 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 Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Administrative Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect of an Obligation shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (ai) On the CAM Exchange Date, (i) to the Commitments shall automatically and without further act be terminated as provided in Section 7.01extent not otherwise prohibited by a Requirement of Law or otherwise, (ii) each Global Multicurrency Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent Swing Line Lender in accordance with Section 2.04(c2.1(c)(iii)) participations in the Swingline Swing Line Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Multicurrency Revolving Facility Lender's ratable share ’s Multicurrency Revolver Pro Rata Share of each Swing Line Loan outstanding on such date and (based ii) on the respective Global Revolving Facility Commitments CAM Exchange Date, all Loans outstanding in any currency other than Dollars (“Loans to be Converted”) shall be converted into Dollars (calculated on the basis of the Global Revolving Facility Lenders relevant Exchange Rates as of the Business Day immediately prior to preceding the CAM Exchange Date) of each Swingline Foreign Currency Loan outstanding on such date(“Converted Loans”), (iii) on each U.S. date on or after the CAM Exchange Date on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A Equivalent Loans (“Acceptances to be Converted”) shall be converted into Canadian Revolving Facility Lender shall Loans denominated in Dollars (calculated on the basis of the Exchange Rate as of the Business Day immediately be deemed preceding such maturity date) (“Converted Acceptances”), (iv) on the CAM Exchange Date (with respect to have acquired Loans described in the foregoing clause (ii)), and shall promptly make payment therefor on the respective maturity date (with respect to B/As and B/A Equivalent Loans described in the foregoing clause (iii)) to the Applicable Agent in accordance with Section 2.04(c)) participations extent necessary to cause the fraction for each Lender described in the Swingline definitions of Dollar Revolver Pro Rata Share, Multicurrency Revolver Pro Rata Share, each Term Pro Rata Share and Canadian Revolver Pro Rata Share to be equal for each Facility for such Lender after giving effect to the purchase and sale of participating interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)including such Converted Loans) and Converted Acceptances in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility its CAM Percentage of each Swingline Dollar Loan (x) the outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest in the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension), such Lender shall hold an interest in every one principal amount of the Loans (other than the Swingline including Converted Loans) and Funded Ancillary Credit Extensions (y) the face amount of matured B/As and a participation in every one of the Swingline B/A Equivalent Loans, Letters of Credit as applicable. All Converted Loans and Unfunded Ancillary Credit Extensions Converted Acceptances (including which shall have been converted into Canadian Revolving Loans denominated in Dollars) shall bear interest at the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant rate which would otherwise be applicable to Section 11.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof Base Rate Loans and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of on the CAM Euro LendersExchange Date, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to all Commitments shall be received in such automatically deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation shall accrue and be payable in Dollars at the rate otherwise applicable hereunderterminated. Each Lender and each Loan Party Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or Ancillary Credit ExtensionFacility. Each Loan Party Borrower 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 any such Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange. (b) If, for any reason, the Loans to be Converted or Acceptances to be Converted, as the case may be, may not be converted into Dollars in the manner contemplated by paragraph (a) of this Section 13.1, (i) Administrative Agent shall determine the Dollar Equivalent of the Loans to be Converted or Acceptances to be Converted, as the case may be (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding the date on which such conversion would otherwise occur pursuant to paragraph (a) of this Section 13.1) and (ii) effective on such CAM Exchange Date, each Lender severally, unconditionally and irrevocably agrees that it shall purchase in Dollars a participating interest in such Loans to surrender be Converted or Acceptances to be Converted, as the case may be, in an amount equal to its CAM Percentage of such Loans to be Converted or Acceptances to be converted, as the case may be. Each Lender will immediately transfer to the appropriate Agent, in immediately available funds, the amount(s) of its participation(s) and the proceeds of such participation(s) shall be distributed by such Agent to each relevant Lender in the amount(s) provided for in the preceding sentence. (c) To the extent any promissory notes originally received Taxes are required to be withheld from any amounts payable by it a Lender (the “First Lender”) to another Lender (the “Other Lender”) in connection with its Loans hereunder participating interest in any Loan or Converted Acceptance, each Borrower, with respect to the Administrative Agent against delivery of any promissory notes evidencing its interests in relevant Loans made to it, shall be required to pay additional amounts to the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, that Other Lender receiving such payments from the failure of any Loan Party to execute or deliver or of any First Lender to accept any the same extent they would be required under Section 4.7 if such promissory note, instrument or document shall not affect Borrower were making payments with respect to the validity or effectiveness of participating interest directly to the CAM ExchangeOther Lender. (bd) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Administrative Agent, Canadian Administrative Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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 based upon their Pro Rata Share of the Facilities pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-offsetoff, in respect of an Obligation shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, to the extent not otherwise prohibited by a Requirement of Law or otherwise, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent applicable Swingline Lender in accordance with Section 2.04(c2.4(b)(ii)) participations in the Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of ’s Participation Interest in each Swingline Foreign Currency Loan outstanding on such date, date and (iiiii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent applicable Additional Alternative Currency Lender in accordance with Section 2.04(c1.7(e)) participations in the Swingline Dollar Additional Alternative Currency Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility Percentage of ’s Participation Interest in each Swingline Dollar Additional Alternative Currency Loan outstanding on such date. On the CAM Exchange Date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, the Lenders shall automatically and without further act (and without regard after giving effect to the provisions of the preceding sentence and the provisions of Section 9.049.2(a), each Lender severally, unconditionally and irrevocably agrees that it shall purchase, sell or exchange, as the case may be (without duplication), (w) be deemed to have exchanged interests a participating interest in the Loans Designated Obligations, (other than the x) participations held by Revolving Lenders in Swingline Loans, (y) participations held by Revolving Lenders in LOC Obligations and rights to related LOC Reserve Accounts and (z) participations held by Revolving Lenders in Additional Alternative Currency Loans, in each case, in an amount equal to its CAM Percentage of the outstanding Designated Obligations and participations referred to in clauses (x), Funded Ancillary Credit Extensions (y) and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, (z) above such that in lieu of the interest of each Lender in each Loan, Letter of Credit such Designated Obligations and Ancillary Credit Extension participations in which it shall participate as of such date (including such Lender's interest in prior to the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension)CAM Exchange Date, such Lender shall hold an interest in every one CAM Tranche of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Designated Obligations, Swingline Loans, Letters of Credit Additional Alternative Currency Loans and Unfunded Ancillary Credit Extensions (including the LOC Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each related LOC Reserve Account established pursuant to Section 11.02 below)Accounts, whether or not such Lender shall have previously have participated therein, equal to such Lender's ’s CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of on the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation shall accrue and be payable in Dollars at the rate otherwise applicable hereunderDate. 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 Loan or Ancillary Credit ExtensionFacility. Each Loan Party 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 Lenders after giving effect to the CAM Exchange. The CAM Exchange shall be made by calculating the Dollar Equivalent of the outstanding amount of all Loans denominated in a Foreign Currency or in an Additional Alternative Currency, 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 and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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 as determined as of the CAM ExchangeExchange Date by the Administrative Agent. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Agent or the Collateral Administrative Agent pursuant to any Loan Credit Document in respect of the ObligationsDesignated Obligations and outstanding principal and interest on Swingline Loans and Additional Alternative Currency Loans and Letters of Credit, and each distribution made by the Collateral Administrative Agent pursuant to any Security Document in respect of the ObligationsDesignated Obligations and outstanding principal and interest on Swingline Loans and Additional Alternative Currency Loans and Letters of Credit, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-offsetoff, in respect of an Obligation a Designated Obligation, or outstanding principal and interest on Swingline Loans and Additional Alternative Currency Loans or Letters of Credit, shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Administrative Agent in accordance with Section 2.04(c)) participations in the Swingline Euro Loans (other than any Swingline Foreign Currency Euro Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ’s ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each Swingline Foreign Currency Euro Loan outstanding on such date, (iii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Administrative Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. ’s Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and undrawn Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Loan and Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's ’s interest in the Obligations of each Loan Party in respect of each such Loan, Loan and undrawn Letter of Credit and Ancillary Credit ExtensionCredit), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Loans and undrawn Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 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 deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation 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 Person that acquires a participation in its interests in any Loan or Ancillary Credit ExtensionLoan. 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 Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect of an Obligation shall be paid over to the Applicable Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (ai) On the CAM Exchange Date, (i) to the Commitments shall automatically and without further act be terminated as provided in Section 7.01extent not otherwise prohibited by a Requirement of Law or otherwise, (ii1) each Global Dollar Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent U.S. Swing Line Lender in accordance with Section 2.04(c2.1(c)(iii)) participations in the Swingline U.S. Swing Line Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Dollar Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) ’s Dollar Revolver Pro Rata Share of each Swingline Foreign Currency U.S. Swing Line Loan outstanding on such date, date and (iii2) each U.S. Euro Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent European Swing Line Lender in accordance with Section 2.04(c2.1(c)(iii)) participations in the Swingline Dollar European Swing Line Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Euro Revolving Facility Lender's U.S. Revolving Facility Percentage Lenders Euro Revolver Pro Rata Share of each Swingline Dollar European Swing Line Loan outstanding on such date and (iii) on the CAM Exchange Date, all Loans outstanding in any currency other than Dollars (“Loans to be Converted”) shall be converted into Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) (“Converted Loans”), (iii) on each date on or after the CAM Exchange Date on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A Equivalent Loans (“Acceptances to be Converted”) shall be converted into Canadian Revolving Loans denominated in Dollars (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding such maturity date, ) (“Converted Acceptances”) and (iv) simultaneously on the CAM Exchange Date (with respect to Loans described in the automatic conversions pursuant to foregoing clause (vii)), and on the respective maturity date (with respect to B/As and B/A Equivalent Loans described in the foregoing clause (iii)) below, the Lenders shall automatically and without further act (and without regard to the provisions extent necessary to cause the fraction for each Lender described in the definitions of Section 9.04) Dollar Revolver Pro Rata Share, Euro Revolver Pro Rata Share, each Term Pro Rata Share and Canadian Revolver Pro Rata Share to be deemed equal for each Facility for such Lender after giving effect to have exchanged the purchase and sale of participating interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest Converted Loans) and Converted Acceptances in an amount equal to its CAM Percentage of (x) the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension), such Lender shall hold an interest in every one outstanding principal amount of the Loans (other than the Swingline including Converted Loans) and Funded Ancillary Credit Extensions (y) the face amount of matured B/As and a participation in every one of the Swingline B/A Equivalent Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the as applicable. All Converted Loans and Funded Ancillary Credit Extensions Converted Acceptances (which shall have been converted into Canadian Revolving Loans denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations Dollars) shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation shall accrue and be payable in Dollars bear interest at the rate which would otherwise be applicable hereunderto Base Rate Loans. Each Lender and each Loan Party Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or Ancillary Credit ExtensionFacility. Each Loan Party Borrower 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 any such Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange. (b) If, for any reason, the Loans to be Converted or Acceptances to be Converted, as the case may be, may not be converted into Dollars in the manner contemplated by paragraph (a) of this Section 13.1, (i) Administrative Agent shall determine the Dollar Equivalent of the Loans to be Converted or Acceptances to be Converted, as the case may be (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding the date on which such conversion would otherwise occur pursuant to paragraph (a) of this Section 13.1) and (ii) effective on such CAM Exchange Date, each Lender severally, unconditionally and irrevocably agrees that it shall purchase in Dollars a participating interest in such Loans to surrender be Converted or Acceptances to be Converted, as the case may be, in an amount equal to its CAM Percentage of such Loans to be Converted or Acceptances to be converted, as the case may be. Each Lender will immediately transfer to the appropriate Agent, in immediately available funds, the amount(s) of its participation(s) and the proceeds of such participation(s) shall be distributed by such Agent to each relevant Lender in the amount(s) provided for in the preceding sentence. (c) To the extent any promissory notes originally received Taxes are required to be withheld from any amounts payable by it a Lender (the “First Lender”) to another Lender (the “Other Lender”) in connection with its Loans hereunder participating interest in any Converted Loan or Converted Acceptance, each Borrower, with respect to the Administrative Agent against delivery of any promissory notes evidencing its interests in relevant Loans made to it, shall be required to pay increased amounts to the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, that Other Lender receiving such payments from the failure of any Loan Party to execute or deliver or of any First Lender to accept any the same extent they would be required under Section 4.7 if such promissory note, instrument or document shall not affect Borrower were making payments with respect to the validity or effectiveness of participating interest directly to the CAM ExchangeOther Lender. (bd) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Administrative Agent, Canadian Administrative Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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 based upon their Pro Rata Share of the Facilities pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-offsetoff, in respect of an Obligation shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (ai) On the CAM Exchange Date, (i) to the Commitments shall automatically and without further act be terminated as provided in Section 7.01extent not otherwise prohibited by a Requirement of Law or otherwise, (ii) each Global Multicurrency Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent Swing Line Lender in accordance with Section 2.04(c2.1(c)(iii)) participations in the Swingline Swing Line Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Multicurrency Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) ’s Multicurrency Revolver Pro Rata Share of each Swingline Foreign Currency Swing Line Loan outstanding on such date, (ii) on the CAM Exchange Date, all Loans outstanding in any currency other than Dollars (“Loans to be Converted”) shall be converted into Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) (“Converted Loans”), and (iii) on the CAM Exchange Date, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations Dollars a participating interest in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility its CAM Percentage of each Swingline Dollar Loan the outstanding on such date, (iv) simultaneously with principal amount of the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension Facility in which it shall participate as of such date (including such Lender's interest in prior to the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension)CAM Exchange Date, such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 below), Facilities whether or not such Lender shall have previously have participated therein, equal to such Lender's ’s CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of on the CAM Euro Lenders, the Exchange Date. All Converted Loans shall bear interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation shall accrue and be payable in Dollars at the rate which would otherwise be applicable hereunderto Base Rate Loans. Each Lender and each Loan Party Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or Ancillary Credit ExtensionFacility. Each Loan Party Borrower 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 Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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. (b) If, for any reason, the Loans to be Converted may not be converted into Dollars in the manner contemplated by paragraph (a) of this Section 13.1, Administrative Agent shall determine the Dollar Equivalent of the Loans to be Converted or Acceptances to be Converted, as the case may be (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding the date on which such conversion would otherwise occur pursuant to paragraph (a) of this Section 13.1). Such determination shall be utilized to determine the CAM Percentage of each Lender and the participations to be exchanged. (c) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Administrative Agent or the Collateral Agent pursuant to any Loan Document in respect of the Designated 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. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-offsetoff, in respect of an a Designated Obligation shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) (i) On the CAM Exchange Date, (i) to the Commitments shall automatically and without further act be terminated as provided in Section 7.01extent not otherwise prohibited by a Requirement of Law or otherwise, (ii1) each Global Dollar Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent U.S. Swing Line Lender in accordance with Section 2.04(c2.1(c)(iii)) participations in the Swingline U.S. Swing Line Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Dollar Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) ’s Dollar Revolver Pro Rata Share of each Swingline Foreign Currency U.S. Swing Line Loan outstanding on such date, date and (iii2) each U.S. Euro Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent European Swing Line Lender in accordance with Section 2.04(c2.1(c)(iii)) participations in the Swingline Dollar European Swing Line Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Euro Revolving Facility Lender's U.S. Revolving Facility Percentage Lenders Euro Revolver Pro Rata Share of each Swingline Dollar European Swing Line Loan outstanding on such date and (iii) on the CAM Exchange Date, all Loans outstanding in any currency other than Dollars (“Loans to be Converted”) shall be converted into Dollars (calculated on the basis of the relevant Exchange Rates as of the Business Day immediately preceding the CAM Exchange Date) (“Converted Loans”), (iii) on each date on or after the CAM Exchange Date on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A Equivalent Loans (“Acceptances to be Converted”) shall be converted into Canadian Revolving Loans denominated in Dollars (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding such maturity date, ) (“Converted Acceptances”) and (iv) simultaneously on the CAM Exchange Date (with respect to Loans described in the automatic conversions pursuant to foregoing clause (vii)), and on the respective maturity date (with respect to B/As and B/A Equivalent Loans described in the foregoing clause (iii)) below, the Lenders shall automatically and without further act (and without regard to the provisions extent necessary to cause the fraction for each Lender described in the definitions of Section 9.04) Dollar Revolver Pro Rata Share, Euro Revolver Pro Rata Share, each Term Pro Rata Share and Canadian Revolver Pro Rata Share to be deemed equal for each Facility for such Lender after giving effect to have exchanged the purchase and sale of participating interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest Converted Loans) and Converted Acceptances in an amount equal to its CAM Percentage of (x) the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension), such Lender shall hold an interest in every one outstanding principal amount of the Loans (other than the Swingline including Converted Loans) and Funded Ancillary Credit Extensions (y) the face amount of matured B/As and a participation in every one of the Swingline B/A Equivalent Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the as applicable. All Converted Loans and Funded Ancillary Credit Extensions Converted Acceptances (which shall have been converted into Canadian Revolving Loans denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations Dollars) shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation shall accrue and be payable in Dollars bear interest at the rate which would otherwise be applicable hereunderto Base Rate Loans. Each Lender and each Loan Party Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or Ancillary Credit ExtensionFacility. Each Loan Party Borrower 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 any such Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange. (b) If, for any reason, the Loans to be Converted or Acceptances to be Converted, as the case may be, may not be converted into Dollars in the manner contemplated by paragraph (a) of this Section 13.1, (i) Administrative Agent shall determine the Dollar Equivalent of the Loans to be Converted or Acceptances to be Converted, as the case may be (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding the date on which such conversion would otherwise occur pursuant to paragraph (a) of this Section 13.1) and (ii) effective on such CAM Exchange Date, each Lender severally, unconditionally and irrevocably agrees that it shall purchase in Dollars a participating interest in such Loans to surrender be Converted or Acceptances to be Converted, as the case may be, in an amount equal to its CAM Percentage of such Loans to be Converted or Acceptances to be converted, as the case may be. Each Lender will immediately transfer to the appropriate Agent, in immediately available funds, the amount(s) of its participation(s) and the proceeds of such participation(s) shall be distributed by such Agent to each relevant Lender in the amount(s) provided for in the preceding sentence. (c) To the extent any promissory notes originally received Taxes are required to be withheld from any amounts payable by it a Lender (the “First Lender”) to another Lender (the “Other Lender”) in connection with its Loans hereunder participating interest in any Converted Loan or Converted Acceptance, each Borrower, with respect to the Administrative Agent against delivery of any promissory notes evidencing its interests in relevant Loans made to it, shall be required to pay increased amounts to the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, that Other Lender receiving such payments from the failure of any Loan Party to execute or deliver or of any First Lender to accept any the same extent they would be required under Section 4.7 if such promissory note, instrument or document shall not affect Borrower were making payments with respect to the validity or effectiveness of participating interest directly to the CAM ExchangeOther Lender. (bd) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Administrative Agent, Canadian Administrative Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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 based upon their Pro Rata Share of the Facilities pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-offsetoff, in respect of an Obligation shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ’s ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each Swingline Foreign Currency Loan outstanding on such date, (iii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's ’s U.S. Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's ’s interest in the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 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 deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation 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 Loan or Ancillary Credit Extension. 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 Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect of an Obligation shall be paid over to the Applicable Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (ai) On the CAM Exchange Date, (i) to the Commitments shall automatically and without further act be terminated as provided in Section 7.01extent not otherwise prohibited by a Requirement of Law or otherwise, (ii) each Global Multicurrency Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent Swing Line Lender in accordance with Section 2.04(c2.1(c)(iii)) participations in the Swingline Swing Line Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Multicurrency Revolving Facility Lender's ratable share Lenders Multicurrency Revolver Pro Rata Share of each Swing Line Loan outstanding on such date and (based ii) on the respective Global Revolving Facility Commitments CAM Exchange Date, all Loans outstanding in any currency other than Dollars (“Loans to be Converted”) shall be converted into Dollars (calculated on the basis of the Global Revolving Facility Lenders relevant Exchange Rates as of the Business Day immediately prior to preceding the CAM Exchange Date) of each Swingline Foreign Currency Loan outstanding on such date(“Converted Loans”), (iii) on each U.S. date on or after the CAM Exchange Date on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A Equivalent Loans (“Acceptances to be Converted”) shall be converted into Canadian Revolving Facility Lender shall Loans denominated in Dollars (calculated on the basis of the Exchange Rate as of the Business Day immediately be deemed preceding such maturity date) (“Converted Acceptances”) and (iv) on the CAM Exchange Date (with respect to have acquired Loans described in the foregoing clause (ii)), and shall promptly make payment therefor on the respective maturity date (with respect to B/As and B/A Equivalent Loans described in the foregoing clause (iii)) to the Applicable Agent in accordance with Section 2.04(c)) participations extent necessary to cause the fraction for each Lender described in the Swingline definitions of Original Dollar Revolver Pro Rata Share, Extended Dollar Revolver Pro Rata Share, Multicurrency Revolver Pro Rata Share, Original Euro Revolver Pro Rata Share, each Term Pro Rata Share and Canadian Revolver Pro Rata Share to be equal for each Facility for such Lender after giving effect to the purchase and sale of participating interests under this clause, each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)including such Converted Loans) and Converted Acceptances in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility its CAM Percentage of each Swingline Dollar Loan (x) the outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest in the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension), such Lender shall hold an interest in every one principal amount of the Loans (other than the Swingline including Converted Loans) and Funded Ancillary Credit Extensions (y) the face amount of matured B/As and a participation in every one of the Swingline B/A Equivalent Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the as applicable. All Converted Loans and Funded Ancillary Credit Extensions Converted Acceptances (which shall have been converted into Canadian Revolving Loans denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations Dollars) shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation shall accrue and be payable in Dollars bear interest at the rate which would otherwise be applicable hereunderto Base Rate Loans. Each Lender and each Loan Party Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or Ancillary Credit ExtensionFacility. Each Loan Party Borrower 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 any such Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange. (b) If, for any reason, the Loans to be Converted or Acceptances to be Converted, as the case may be, may not be converted into Dollars in the manner contemplated by paragraph (a) of this Section 13.1, (i) Administrative Agent shall determine the Dollar Equivalent of the Loans to be Converted or Acceptances to be Converted, as the case may be (calculated on the basis of the Exchange Rate as of the Business Day immediately preceding the date on which such conversion would otherwise occur pursuant to paragraph (a) of this Section 13.1) and (ii) effective on such CAM Exchange Date, each Lender severally, unconditionally and irrevocably agrees that it shall purchase in Dollars a participating interest in such Loans to surrender be Converted or Acceptances to be Converted, as the case may be, in an amount equal to its CAM Percentage of such Loans to be Converted or Acceptances to be converted, as the case may be. Each Lender will immediately transfer to the appropriate Agent, in immediately available funds, the amount(s) of its participation(s) and the proceeds of such participation(s) shall be distributed by such Agent to each relevant Lender in the amount(s) provided for in the preceding sentence. (c) To the extent any promissory notes originally received Taxes are required to be withheld from any amounts payable by it a Lender (the “First Lender”) to another Lender (the “Other Lender”) in connection with its Loans hereunder participating interest in any Converted Loan or Converted Acceptance, each Borrower, with respect to the Administrative Agent against delivery of any promissory notes evidencing its interests in relevant Loans made to it, shall be required to pay increased amounts to the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, that Other Lender receiving such payments from the failure of any Loan Party to execute or deliver or of any First Lender to accept any the same extent they would be required under Section 4.7 if such promissory note, instrument or document shall not affect Borrower were making payments with respect to the validity or effectiveness of participating interest directly to the CAM ExchangeOther Lender. (bd) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Administrative Agent, Canadian Administrative Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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 based upon their Pro Rata Share of the Facilities pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-offsetoff, in respect of an Obligation shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (ai) On the CAM Exchange Date, (i) to the Commitments shall automatically and without further act be terminated as provided in Section 7.01extent not otherwise prohibited by a requirement of law or otherwise, (ii) each Global Revolving Facility US Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Administrative Agent in accordance with Section 2.04(c)1.16) participations in the Swingline Swing Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility US Lender's ratable share ’s Revolver Percentage of each Swing Loan outstanding on such date and (based ii) except as provided in clause (iii) below, all Loans outstanding in Canadian Dollars (“Loans to be Converted”) shall be converted into U.S. Dollars (calculated on the respective Global Revolving Facility Commitments basis of the Global Revolving Facility Lenders relevant exchange rate as of the Business Day immediately prior to preceding the CAM Exchange Date) of each Swingline Foreign Currency Loan outstanding on such date(“Converted Loans”), (iii) on each date on or after the CAM Exchange Date on which any Bankers’ Acceptances shall mature such Bankers’ Acceptances (“Acceptances to be Converted”) shall be converted into Canadian Revolving Loans denominated in U.S. Revolving Facility Lender shall Dollars (calculated on the basis of the exchange rate as of the Business Day immediately be deemed preceding such maturity date) (“Converted Acceptances”) and (iv) on the CAM Exchange Date (with respect to have acquired Loans described in the foregoing clause (ii)), and shall promptly make payment therefor on the respective maturity date (with respect to Bankers’ Acceptances described in the Applicable Agent in accordance with Section 2.04(cforegoing clause (iii)) participations each Lender severally, unconditionally and irrevocably agrees that it shall purchase or sell in U.S. Dollars a participating interest in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) and Converted Acceptances in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility its CAM Percentage of each Swingline Dollar Loan (x) the outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, the Lenders shall automatically and without further act (and without regard to the provisions principal amount of Section 9.04) be deemed to have exchanged interests in the Loans and (other than y) the Swingline Loans)face amount of matured Bankers’ Acceptances, Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Creditas applicable, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest in prior to the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension)CAM Exchange Date, such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 below), Credits whether or not such Lender shall have previously have participated therein, equal to such Lender's ’s CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of on the CAM Euro Lenders, the interest in the Exchange Date. All Converted Loans and Funded Ancillary Credit Extensions Converted Acceptances (which shall have been converted into Canadian Revolving Loans denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations U.S. Dollars) shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation shall accrue and be payable in Dollars bear interest at the rate which would otherwise be applicable hereunderto Base Rate Loans. Each Lender Lender, the Borrower and each Loan Party the Canadian Borrowers hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Loan or Ancillary Credit ExtensionCredit. Each Loan Party of the Borrower and the Canadian Borrowers 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 Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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. (b) If, for any reason, the Loans to be Converted or Acceptances to be Converted, as the case may be, may not be converted into U.S. Dollars in the manner contemplated by paragraph (a) of this Section 3.2, (i) Administrative Agent shall determine the U.S. Dollar Equivalent of the Loans to be Converted or Acceptances to be Converted, as the case may be (calculated on the basis of the exchange rate as of the Business Day immediately preceding the date on which such conversion would otherwise occur pursuant to paragraph (a) of this Section 3.2) and such determination shall be utilized to determine the CAM Percentage of each Lender and the participations to be exchanged. (c) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Agent or the Collateral Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations, and each distribution made by the Collateral Administrative Agent pursuant to any Security Collateral Document in respect of the Designated Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-offsetoff, in respect of an a Designated Obligation shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, to the extent not otherwise prohibited by a Requirement of Law or otherwise, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent applicable Swingline Lender in accordance with Section 2.04(c2.4(b)(ii)) participations in the Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of ’s Participation Interest in each Swingline Foreign Currency Loan outstanding on such date, date and (iiiii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent applicable Additional Alternative Currency Lender in accordance with Section 2.04(c1.7(e)) participations in the Swingline Dollar Additional Alternative Currency Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility Percentage of ’s Participation Interest in each Swingline Dollar Additional Alternative Currency Loan outstanding on such date. On the CAM Exchange Date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, the Lenders shall automatically and without further act (and without regard after giving effect to the provisions of the preceding sentence and the provisions of Section 9.049.2(a), each Lender severally, unconditionally and irrevocably agrees that it shall purchase, sell or exchange, as the case may be (without duplication), (w) be deemed to have exchanged interests a participating interest in the Loans Designated Obligations, (other than the x) participations held by Revolving Lenders in Swingline Loans, (y) participations held by Revolving Lenders in LOC Obligations and rights to related LOC Reserve Accounts and (z) participations held by Revolving Lenders in Additional Alternative Currency Loans, in each case, in an amount equal to its CAM Percentage of the outstanding Designated Obligations and participations referred to in clauses (x), Funded Ancillary Credit Extensions (y) and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, (z) above such that in lieu of the interest of each Lender in each Loan, Letter of Credit such Designated Obligations and Ancillary Credit Extension participations in which it shall participate as of such date (including such Lender's interest in prior to the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension)CAM Exchange Date, such Lender shall hold an interest in every one CAM Tranche of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Designated Obligations, Swingline Loans, Letters of Credit Additional Alternative Currency Loans and Unfunded Ancillary Credit Extensions (including the LOC Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each related LOC Reserve Account established pursuant to Section 11.02 below)Accounts, whether or not such Lender shall have previously have participated therein, equal to such Lender's ’s CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of on the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation shall accrue and be payable in Dollars at the rate otherwise applicable hereunderDate. 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 Loan or Ancillary Credit ExtensionFacility. Each Loan Party 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 Lenders after giving effect to the CAM Exchange. The CAM Exchange shall be made by calculating the Dollar Equivalent of the outstanding amount of all Loans denominated in a Foreign Currency or in an Additional Alternative Currency, 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 and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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 as determined as of the CAM Exchange. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received Date by the Applicable Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect of an Obligation shall be paid over to the Applicable Agent for distribution to the Lenders in accordance herewithAdministrative Agent.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated terminate as provided in Section 7.01Article VII, (ii) each Global Revolving Facility Lender all Local Currency Loans shall immediately be deemed to have acquired (converted into, and all such amounts due thereunder shall promptly make payment therefor to accrue and be payable in, Dollars at the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM applicable Exchange Date) of each Swingline Foreign Currency Loan outstanding Rates on such date, and on and after such date the interest rate applicable to all Local Currency Loans shall be the rate applicable to overdue ABR Revolving Loans hereunder and (iii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.0410.04) be deemed to have exchanged interests in the Credit Facilities and Local Currency Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit Facility and Ancillary Credit Extension Local Currency Loan in which it shall participate as of such date (including such Lender's ’s interest in the Specified Obligations of each Loan Party in respect of each such Credit Facility and Local Currency Loan, Letter of Credit and Ancillary Credit Extension), such Lender shall hold an interest in every one of the Credit Facilities and Local Currency Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Specified Obligations of each Loan Party in respect of each such Credit Facility and Local Currency Loan and Ancillary Credit Extension and each LC Reserve Account established pursuant to Section 11.02 9.02 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 deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lendersthereof. Each Lender, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shallCompany, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation shall accrue and be payable in Dollars at the rate otherwise applicable hereunder. Each Lender and each Loan Party 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 Person that acquires a participation in its interests in any Loan Credit Facility or Ancillary Credit ExtensionLocal Currency Loan. Each Loan Party Borrower 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 Loans hereunder to the Administrative Agent against delivery of any new promissory notes evidencing its interests in the Loans Credit Facilities and Funded Ancillary Credit Extensions so executed and deliveredLocal Currency Loans; provided, however, provided that the failure of any Loan Party 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, upon and after the CAM Exchange Date, each payment received by the Applicable Administrative Agent or the Collateral Agent pursuant to any Loan Document in respect of the Specified Obligations, and each distribution made by the Collateral Agent pursuant to any Security Document Documents in respect of the Specified Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect of an a Specified Obligation shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Administrative Agent in accordance with Section 2.04(c)) participations in the Swingline Euro Loans (other than any Swingline Foreign Currency Euro Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ’s ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each Swingline Foreign Currency Euro Loan outstanding on such date, (iii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Administrative Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. ’s Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and undrawn Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Loan and Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's ’s interest in the Obligations of each Loan Party in respect of each such Loan, Loan and undrawn Letter of Credit and Ancillary Credit ExtensionCredit), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Loans and undrawn Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 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 deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation 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 Person that acquires a participation in its interests in any Loan or Ancillary Credit ExtensionLoan. 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 Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Administrative Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect re- spect of an Obligation shall be paid over to the Applicable Administrative Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Loans (other than any Swingline Foreign Currency Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each Swingline Foreign Currency Loan outstanding on such date, (iii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest in the Obligations of each Loan Party in respect of each such Loan, Letter of Credit and Ancillary Credit Extension), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation 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 Loan or Ancillary Credit Extension. 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 Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect of an Obligation shall be paid over to the Applicable Agent for distribution to the Lenders in accordance herewith.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Section 7.01, (ii) each Global Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Loans (other than any Swingline Foreign Currency Euro Loan in respect of which Global Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such Global Revolving Facility Lender's ratable share (based on the respective Global Revolving Facility Commitments of the Global Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each Swingline Foreign Currency Euro Loan outstanding on such date, (iii) each U.S. Revolving Facility Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Applicable Agent in accordance with Section 2.04(c)) participations in the Swingline Dollar Loans (other than any Swingline Dollar Loan in respect of which the U.S. Revolving Facility Lenders have funded their purchase of participations pursuant to Section 2.04(c)) in an amount equal to such U.S. Revolving Facility Lender's U.S. Revolving Facility Percentage of each Swingline Dollar Loan outstanding on such date, (iv) simultaneously with the automatic conversions pursuant to clause (v) below, 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 Loans (other than the Swingline Loans), Funded Ancillary Credit Extensions and participations in Unfunded Ancillary Credit Extensions, Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Loan, Loan and Letter of Credit and Ancillary Credit Extension in which it shall participate as of such date (including such Lender's interest in the Obligations of each Loan Party in respect of each such Loan, Loan and Letter of Credit and Ancillary Credit ExtensionCredit), such Lender shall hold an interest in every one of the Loans (other than the Swingline Loans) and Funded Ancillary Credit Extensions and a participation in every one of the Swingline Loans, Loans and Letters of Credit and Unfunded Ancillary Credit Extensions (including the Obligations of each Loan Party in respect of each such Loan and Ancillary Credit Extension and each Reserve Account established pursuant to Section 11.02 belowLoan), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof and (v) simultaneously with the deemed exchange of interests pursuant to clause (iv) above, (A) in the case of the CAM Euro Lenders, the interest in the Loans and Funded Ancillary Credit Extensions denominated in a currency other than Euros to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Euro Equivalent, determined using the Exchange Rate calculated as of such date, of such amount and on and after such date all amounts accruing and owed to the CAM Euro Lenders in respect of such Obligations shall accrue and be payable in Euros at the rates otherwise applicable hereunder and (B) in the case of the CAM Dollar Lenders, the interests in the Loans and Funded Ancillary Credit Extensions 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 Dollar Lenders in respect of such Obligation 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 Loan or Ancillary Credit ExtensionLoan. 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 Loans hereunder to the Administrative Agent against delivery of any promissory notes evidencing its interests in the Loans and Funded Ancillary Credit Extensions so executed and delivered; provided, however, 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. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Applicable Agent or the Collateral Agent pursuant to any Loan Document in respect of the 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. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect of an Obligation shall be paid over to the Applicable Agent for distribution to the Lenders in accordance herewith.