Common use of Implementation of CAM Clause in Contracts

Implementation of CAM. (a) On the CAM Exchange Date, the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.1) be deemed to have exchanged interests in the Credit Facilities such that in lieu of the interest of each Lender in each Credit Facility in which it shall participate as of such date (including such Lender's interest in the Obligations of each Credit Party in respect of each such Credit Facility), such Lender shall hold an interest in every one of the Credit Facilities (including the Obligations of each Credit Party in respect of each such Credit Facility), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Lenders under the Loan Documents. Each Lender and each Credit 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 Credit Facility. Each Credit Party agrees from time to time to execute and deliver to Agent all instruments and documents as Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange; provided, however, that the failure of any Credit Party to execute or deliver or of any Lender to accept any such instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article VII and (ii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.1) be deemed to have exchanged made reciprocal purchases of interests in the Credit Facilities Designated Obligations such that that, in lieu of the interest interests of each Lender in each Credit Facility in which the particular Designated Obligations that it shall participate own as of such date (including such Lender's interest in and immediately prior to the Obligations of each Credit Party in respect of each such Credit Facility)CAM Exchange, such Lender shall hold own an interest in every one of the Credit Facilities (including the Obligations of each Credit Party in respect of each such Credit Facility), whether or not such Lender shall previously have participated therein, equal to such Lender's ’s CAM Percentage thereof, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Lenders under the Loan Documentsin each Designated Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Credit Party Borrower hereby consents and agrees to the CAM Exchange, . Each Borrower and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Credit Facility. Each Credit Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided, however, provided that the failure of any Credit 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.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article VII and (ii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.1) be deemed to have exchanged interests in the Credit Facilities such that in lieu of the interest of each Lender in each Credit Facility in which it shall participate as of such date (including such Lender's interest in the Obligations principal, reimbursement, interest and Fee obligations of each Credit Party in respect of each such Credit Facility), such Lender shall hold an interest in every one of the Credit Facilities (including the Obligations principal, reimbursement, interest and Fee obligations of each Credit Party in respect of each such Credit FacilityFacility and each L/C Reserve Account established pursuant to Section 9.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Lenders under the Loan Documents. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 10.04(f) and each Credit 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 Credit Facility. Each Credit Party agrees from time to time to execute and deliver to the Administrative Agent all such 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 Notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any Notes so executed and delivered; provided, however, that the failure of any Credit Party to execute or deliver or of any Lender to accept any such Note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

Implementation of CAM. (a) On the CAM Exchange Date, the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.111.04) be deemed to have exchanged interests in the Credit ------------- Facilities such that in lieu of the interest of each Lender in each Credit Facility in which it shall participate as of such date (including such Lender's interest in the Designated Obligations of each Credit Loan Party in respect of each such Credit Facility), such Lender shall hold an interest in every one of the Credit Facilities (including the Designated Obligations of each Credit Loan Party in respect of each such Credit FacilityFacility and each LC Reserve Account established pursuant to Section 10.02 below), whether or not such Lender shall previously ------------- have participated therein, equal to such Lender's CAM Percentage thereof, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Lenders under the Loan Documents. Each Lender and each Credit 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 Credit Facility. Each Credit Party Borrower agrees from time to time to execute and deliver to Agent the Agents all instruments and documents as either Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange; provided, however, that the failure of any Credit Party to execute or deliver or of any Lender to accept any such instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

Implementation of CAM. (a) On the CAM Exchange Date, the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.111.04) be deemed to have exchanged interests in the Credit Facilities such that in lieu of the interest of each Lender in each Credit Facility in which it shall participate as of such date (including such Lender's ’s interest in the Designated Obligations of each Credit Loan Party in respect of each such Credit Facility), such Lender shall hold an interest in every one of the Credit Facilities (including the Designated Obligations of each Credit Loan Party in respect of each such Credit Facility), whether or not such Lender shall previously have participated therein, equal to such Lender's ’s CAM Percentage thereof, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Lenders under the Loan Documents. Each Lender and each Credit 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 Credit Facility. Each Credit Party Borrower agrees from time to time to execute and deliver to Agent the Agents all instruments and documents as Agent the Senior Agents shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange; provided, however, that the failure of any Credit Party to execute or deliver or of any Lender to accept any such instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article VII and (ii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.110.04) be deemed to have exchanged interests in the Credit Facilities such that in lieu of the interest of each Lender in each Credit Facility in which it shall participate as of such date (including such Lender's interest in the Designated Obligations of each Credit Loan Party in respect of each such Credit Facility), such Lender shall hold an interest in every one of the Credit Facilities (including the Designated Obligations of each Credit Loan Party in respect of each such Credit FacilityFacility and each LC Reserve Account established pursuant to Section 9.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Lenders under the Loan Documents. Each Lender and each Credit 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 Credit Facility. Each Credit Loan Party agrees from time to time to execute and deliver to the U.S. Administrative Agent all such Notes and other instruments and documents as the U.S. 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 Notes originally received by it in connection with its Loans hereunder to the U.S. Administrative Agent against delivery of new Notes evidencing its interests in the Credit Facilities; provided, however, that the failure of any Credit Loan Party to execute or deliver or of any Lender to accept any such Note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

Implementation of CAM. (A) (a) On the CAM Exchange Date, (i) the Lenders Commitments shall be terminated as provided in Section 9 and (ii) the Banks shall automatically and without further act (and without regard to the provisions of Section 9.1) be deemed to have exchanged interests in the Credit Facilities and Local Currency Loans such that in lieu of the interest of each Lender Bank in each Credit Facility and Local Currency Loan in which it shall participate as of such date (including such LenderBank's interest in the Designated Obligations of each Credit Party in respect of each such Credit FacilityFacility and Local Currency Loan), such Lender Bank shall hold an interest in every one of the Credit Facilities and Local Currency Loans (including the Designated Obligations of each Credit Party in respect of each such Credit FacilityFacility and Local Currency Loan and each L/C Reserve Account established pursuant to Section 1.17(B) below), whether or not such Lender Bank shall previously have participated therein, equal to such LenderBank's CAM Percentage thereof, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Lenders under the Loan Documents. Each Lender and each Credit Party Bank hereby consents and agrees to the CAM Exchange, Exchange and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Credit FacilityFacility or any Local Currency Loan. Each Credit Party agrees from time to time to execute and deliver to the Administrative Agent all such Notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests of the Lenders Banks after giving effect to the CAM Exchange, and each Bank agrees to surrender the Notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of new Notes evidencing its interests in the Facilities and Local Currency Loans; provided, however, that the failure of any Credit Party to execute or deliver or of any Lender Bank to accept any such Note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

Implementation of CAM. (a) On the CAM Exchange Date, the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.1) be deemed to have exchanged interests in the Designated Obligations outstanding under the Credit Facilities such that in lieu of the interest of each Lender in the Designated Obligations outstanding under each Credit Facility in which it shall participate as of such date (including such Lender's interest in the Obligations of each Credit Party in respect of each such Credit Facility)date, such Lender shall hold an interest in every one the Designated Obligations outstanding under each of the Credit Facilities (including the Obligations of each Credit Party in respect of each such Credit Facility)Facilities, whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Lenders under the Loan Documents. Each Participant that has acquired a participation from any Lender as contemplated by Section 9.04(e) and each Credit 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 Credit Facility. Each Credit 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 so executed and delivered; provided, however, that the failure of any Credit 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.

Implementation of CAM. (ai) On the CAM Exchange Date, (A) the Revolving Loan Commitments and Canadian Revolving Loan Commitments shall automatically and without further act be terminated as provided in Section 7.2, and (B) the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.19.8) be deemed to have exchanged interests in the Credit Facilities such that in lieu of the interest of each Lender in each Credit Facility in which it shall participate as of such date (including such Lender's ’s interest in the Obligations of each Credit Party in respect of each such Credit Facility), such Lender shall hold an interest in every one of the Credit Facilities (including the Obligations of each Credit Party in respect of each such Credit FacilityFacility and each L/C Reserve Account established pursuant to subsection 1.17(b) below), whether or not such Lender shall previously have participated therein, equal to such Lender's ’s CAM Percentage thereof, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Lenders under the Loan Documents. Each Lender and each Credit 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 Credit Facility. Each Credit Party agrees from time to time to execute and deliver to the Agent all promissory notes and other instruments and documents as the Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Agent against delivery of new promissory notes evidencing its interests in the Credit Facilities; provided, however, that the failure of any Credit Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

Implementation of CAM. (a) On the CAM Exchange Date, the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.1) be deemed to have exchanged interests in the Designated Obligations and Swingline Exposures outstanding under the Credit Facilities such that in lieu of the interest of each Lender in the Designated Obligations and Swingline Exposures outstanding under each Credit Facility in which it shall participate as of such date (including such Lender's interest in the Obligations of each Credit Party in respect of each such Credit Facility)date, such Lender shall hold an interest in every one the Designated Obligations and Swingline Exposures outstanding under each of the Credit Facilities (including the Obligations of each Credit Party in respect of each such Credit Facility)Facilities, whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Lenders under the Loan Documents. Each Participant that has acquired a participation from any Lender as contemplated by Section 9.04(e) and each Credit 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 Credit Facility. Each Credit 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 so executed and delivered; providedPROVIDED, howeverHOWEVER, that the failure of any Credit 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.

Implementation of CAM. (a) On the CAM Exchange DateDate (but only if the Redemption Date has not yet occurred), the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.1) be deemed to have exchanged interests in the Credit Facilities such that in lieu of the interest of each Lender in each Credit Facility in which it shall participate as of such date (including such Lender's interest in the principal, reimbursement, interest and other Designated Obligations of each Credit Party Borrower in respect of each such Credit Facility), such Lender shall hold an interest in every one of the Credit Facilities (including the principal, reimbursement, interest and other Designated Obligations of each Credit Party Borrower in respect of each such Credit Facility), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Lenders under the Loan Documents. Each Lender and each Credit Party Person acquiring a participation from any Lender as contemplated by Section 11.5 hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Credit Facility. Each Credit Party Borrower agrees from time to time to execute and deliver to the Administrative Agent all such 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 Notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of new Notes evidencing its interests in the Credit Facilities; provided, however, that the failure of any Credit Party Borrower to execute or deliver or of any Lender to accept any such Note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

Implementation of CAM. (a) On Upon the CAM Exchange Dateacceleration of the Loans and the termination of the Revolving Commitments in accordance with the terms hereof (including, without limitation, as a result of an event under clause (h) or (i) of Article VII), the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.19.04) be deemed to have exchanged interests in the Credit Facilities Term Loans, the Revolving Loans and the other Obligations (including, without limitation, exchanges between Revolving Loans under the U.S. Tranche and the Canadian Tranche) such that in lieu of the interest of each Lender in each Credit Facility Revolving Loan or Term Loan in which it shall participate as of such date (including such Lender's ’s interest in the other Obligations of each Credit Party in respect of each such Credit FacilityLoan Party), such Lender shall hold an interest in every one of the Credit Facilities (including the Revolving Loans, Term Loans and other Obligations of each Credit Party in respect of each such Credit Facility)Borrower, whether or not such Lender shall previously have participated therein, equal to such Lender's ’s CAM Percentage thereof, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Lenders under the Loan Documents. Each Lender and each Credit 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 Credit FacilityRevolving Loan, Term Loan or other Obligations. Each Credit Loan Party agrees from time to time to execute and deliver to the Administrative Agent all 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; provided, however, that the failure of any Credit Party to execute or deliver or of any Lender to accept any such instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without further act be terminated as provided in Article VII and (ii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 9.110.04) be deemed to have exchanged interests in the Credit Facilities such that in lieu of the interest of each Lender in each Credit Facility in which it shall participate as of such date (including such Lender's interest in the Designated Obligations of each Credit Party in respect of each such Credit Facility), such Lender shall hold an interest in every one of the Credit Facilities (including the Designated Obligations of each Credit Party in respect of each such Credit FacilityFacility and each L/C Reserve Account established pursuant to Section 9.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof, provided that such CAM Exchange will not affect the aggregate amount of the Obligations of the Borrowers to the Lenders under the Loan Documents. Each Lender and each Credit 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 Credit Facility. Each Credit Party agrees from time to time to execute and deliver to the Administrative Agent all such 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 Notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of new Notes evidencing its interests in the Credit Facilities; provided, however, that the failure of any Credit Party to execute or deliver or of any Lender to accept any such Note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.