NOT AFFECT THE VALIDITY OR
EFFECTIVENESS OF THE CAM EXCHANGE.
55
(B)
AS A RESULT OF THE CAM EXCHANGE, UPON AND
AFTER THE CAM EXCHANGE DATE, EACH PAYMENT RECEIVED BY THE ADMINISTRATIVE AGENT
OR THE CANADIAN AGENT PURSUANT TO ANY LOAN DOCUMENT IN RESPECT OF ANY OF THE
OBLIGATIONS, AND EACH DISTRIBUTION MADE BY THE ADMINISTRATIVE AGENT OR THE
CANADIAN AGENT 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 SETOFF, IN RESPECT OF AN OBLIGATION SHALL BE PAID OVER TO
THE ADMINISTRATIVE AGENT FOR DISTRIBUTION TO THE LENDERS IN ACCORDANCE HEREWITH.
2.28
SPECIAL PROVISIONS RELATING TO CURRENCIES OTHER
THAN DOLLARS.
(A)
ALL FUNDS TO BE MADE AVAILABLE TO
ADMINISTRATIVE AGENT PURSUANT TO THIS AGREEMENT IN EUROS SHALL BE MADE AVAILABLE
TO ADMINISTRATIVE AGENT IN IMMEDIATELY AVAILABLE, FREELY TRANSFERABLE, CLEARED
FUNDS TO SUCH ACCOUNT WITH SUCH BANK IN SUCH PRINCIPAL FINANCIAL CENTER IN SUCH
PARTICIPATING MEMBER STATE (OR IN LONDON) AS ADMINISTRATIVE AGENT SHALL FROM
TIME TO TIME NOMINATE FOR THIS PURPOSE.
(B)
IN RELATION TO THE PAYMENT OF ANY AMOUNT
DENOMINATED IN EUROS, ADMINISTRATIVE AGENT SHALL NOT BE LIABLE TO BORROWER OR
ANY OF THE LENDERS FOR ANY DELAY, OR THE CONSEQUENCES OF ANY DELAY, IN THE
CREDITING TO ANY ACCOUNT OF ANY AMOUNT REQUIRED BY THIS AGREEMENT TO BE PAID BY
ADMINISTRATIVE AGENT IF ADMINISTRATIVE AGENT SHALL HAVE TAKEN ALL RELEVANT AND
NECESSARY STEPS TO ACHIEVE, ON THE DATE REQUIRED BY THIS AGREEMENT, THE PAYMENT
OF SUCH AMOUNT IN IMMEDIATELY AVAILABLE, FREELY TRANSFERABLE, CLEARED FUNDS (IN
EUROS) TO THE ACCOUNT WITH THE BANK IN THE PRINCIPAL FINANCIAL CENTER IN THE
PARTICIPATING MEMBER STATE WHICH BORROWER OR, AS THE CASE MAY BE, ANY LENDER
SHALL HAVE SPECIFIED FOR SUCH PURPOSE.
IN THIS SECTION 2.28(B), "ALL RELEVANT
STEPS" MEANS ALL SUCH STEPS AS MAY BE PRESCRIBED FROM TIME TO TIME BY THE
REGULATIONS OR OPERATING PROCEDURES OF SUCH CLEARING OR SETTLEMENT SYSTEM AS
ADMINISTRATIVE AGENT MAY FROM TIME TO TIME DETERMINE FOR THE PURPOSE OF CLEARING
OR SETTLING PAYMENTS OF EUROS.
FURTHERMORE, AND WITHOUT LIMITING THE FOREGOING,
ADMINISTRATIVE AGENT SHALL NOT BE LIABLE TO BORROWER OR ANY OF THE LENDERS WITH
RESPECT TO THE FOREGOING MATTERS IN THE ABSENCE OF ITS GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT (AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A
FINAL AND NON-APPEALABLE DECISION OR PURSUANT TO A BINDING ARBITRATION AWARD OR
AS OTHERWISE AGREED IN WRITING BY THE AFFECTED PARTIES).
2.29
DOLLAR EQUIVALENT CALCULATIONS.
FOR PURPOSES OF
THIS AGREEMENT, THE DOLLAR EQUIVALENT OF EACH LOAN THAT IS A EURODOLLAR LOAN OR
LETTER OF CREDIT DENOMINATED IN ALTERNATE CURRENCY AND THE DOLLAR EQUIVALENT OF
THE STATED AMOUNT OF EACH CANADIAN EXTENSION OF CREDIT SHALL BE CALCULATED ON
THE DATE WHEN ANY SUCH LOAN IS MADE, SUCH LETTER OF CREDIT IS ISSUED, ON THE
FIRST BUSINESS DAY OF EACH MONTH AND AT SUCH OTHER TIMES