IN CANADIAN DOLLARS,
44
by means of a B/A or B/A Equivalent Loan, and (B) Revolving (Canadian) Loans to
SSCE in U.S. Dollars, in an aggregate principal amount that will not result in
such Lender's Applicable Percentage of the Revolving (Canadian) Credit
Utilization exceeding such Lender's Revolving (Canadian) Credit Commitment.
Within the limits set forth in the preceding sentence, the Borrowers may borrow,
pay or prepay and reborrow Revolving Loans and Revolving (Canadian) Loans.
(C)
SUBJECT TO THE TERMS AND CONDITIONS AND RELYING ON THE REPRESENTATIONS AND
WARRANTIES SET FORTH HEREIN, EACH DEPOSIT FUNDED LENDER AGREES, SEVERALLY AND
NOT JOINTLY, TO REMIT TO THE ADMINISTRATIVE AGENT ON THE CLOSING DATE (OR, IN
THE CASE OF ANY INCREMENTAL DEPOSIT FUNDED LENDER, ON THE DATE OF EFFECTIVENESS
OF THE INCREMENTAL DEPOSIT FUNDED CREDIT ASSUMPTION AGREEMENT PURSUANT TO WHICH
SUCH LENDER ACQUIRED ITS INCREMENTAL DEPOSIT FUNDED COMMITMENT) AN AMOUNT IN
U.S. DOLLARS EQUAL TO SUCH LENDER'S DEPOSIT FUNDED COMMITMENT (OR, IN THE CASE
OF SUCH INCREMENTAL DEPOSIT FUNDED LENDER, SUCH LENDER'S INCREMENTAL DEPOSIT
FUNDED COMMITMENT).
THE ADMINISTRATIVE AGENT SHALL PROMPTLY REMIT ALL AMOUNTS
RECEIVED BY IT PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE TO THE DEPOSIT
ACCOUNT AGENT, AND THE DEPOSIT ACCOUNT AGENT SHALL DEPOSIT ALL SUCH AMOUNTS
RECEIVED BY IT INTO THE DEPOSIT ACCOUNT PROMPTLY UPON RECEIPT THEREOF.
EACH
DEPOSIT FUNDED LENDER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ITS DEPOSIT
SHALL BE AVAILABLE (I) TO PAY TO THE DEPOSIT FUNDED FACILITY FACING AGENT SUCH
LENDER'S APPLICABLE PERCENTAGE OF LC DISBURSEMENTS IN RESPECT OF DEPOSIT FUNDED
LETTERS OF CREDIT THAT ARE NOT REIMBURSED BY SSCE AND (II) TO FUND SUCH LENDER'S
DEPOSIT FUNDED LOANS, IN EACH CASE, PURSUANT TO SECTION 3.05(C).
DEPOSIT FUNDED
LOANS MAY BE PREPAID WITHOUT REDUCING THE DEPOSIT FUNDED COMMITMENTS; PROVIDED,
HOWEVER, THAT DEPOSIT FUNDED LOANS MAY NOT BE REBORROWED AS SUCH.
(D)
NO PERSON (OTHER THAN THE DEPOSIT ACCOUNT AGENT) SHALL HAVE THE RIGHT TO
MAKE ANY WITHDRAWAL FROM THE DEPOSIT ACCOUNT OR TO EXERCISE ANY OTHER RIGHT OR
POWER WITH RESPECT THERETO.
EACH DEPOSIT FUNDED LENDER AGREES THAT ITS RIGHT,
TITLE AND INTEREST IN AND TO THE DEPOSIT ACCOUNT SHALL BE LIMITED TO THE RIGHT
TO REQUIRE ITS DEPOSIT TO BE APPLIED AS PROVIDED IN SECTION 3.05(C) AND THAT IT
WILL HAVE NO RIGHT TO REQUIRE THE RETURN OF ITS DEPOSIT OTHER THAN AS EXPRESSLY
PROVIDED IN SECTION 2.09.
EACH DEPOSIT FUNDED LENDER HEREBY ACKNOWLEDGES THAT
(I) ITS DEPOSIT CONSTITUTES PAYMENT FOR ITS PARTICIPATIONS IN DEPOSIT FUNDED
LETTERS OF CREDIT ISSUED, DEEMED ISSUED OR TO BE ISSUED HEREUNDER, (II) ITS
DEPOSIT AND ANY INVESTMENTS MADE THEREWITH SHALL SECURE ITS OBLIGATIONS TO THE
DEPOSIT FUNDED FACILITY FACING AGENT HEREUNDER (EACH DEPOSIT FUNDED LENDER
HEREBY GRANTING TO THE DEPOSIT ACCOUNT AGENT, FOR THE BENEFIT OF THE DEPOSIT
FUNDED FACILITY FACING AGENT, A SECURITY INTEREST IN ITS DEPOSIT AND AGREEING
THAT THE DEPOSIT ACCOUNT AGENT, AS HOLDER OF THE DEPOSITS AND ANY INVESTMENTS
MADE THEREWITH, WILL BE ACTING AS COLLATERAL AGENT FOR THE DEPOSIT FUNDED
FACILITY FACING AGENT) AND (III) THE DEPOSIT