whatsoever.
The Administrative Agent shall
promptly advise SSCE of any participations in any Swingline Loan acquired
pursuant to this paragraph (c), and thereafter payments in respect to such
Swingline Loan shall be made to the Administrative Agent and not to the
Swingline Lender.
Any amounts received by the Swingline Lender from SSCE (or
any other party on behalf of SSCE) in respect of a Swingline Loan after receipt
by the Swingline Lender of the proceeds of a sale of participations therein
shall be promptly remitted to the Administrative Agent; any such amounts
received by the Administrative Agent shall be promptly remitted by the
Administrative Agent to the Revolving Lenders that shall have made their
payments pursuant to this paragraph (c) and to the Swingline Lender, as their
interests may appear.
The purchase of participations in a Swingline Loan
pursuant to this paragraph (c) shall not constitute a Loan and shall not relieve
SSCE of its obligation with respect to the payment thereof.
SECTION 2.22.
BANKERS' ACCEPTANCES.
(A)
SUBJECT TO THE TERMS AND CONDITIONS
OF THIS AGREEMENT, SSC CANADA MAY REQUEST A REVOLVING (CANADIAN) CREDIT
BORROWING DENOMINATED IN CANADIAN DOLLARS BY PRESENTING DRAFTS FOR ACCEPTANCE
AND PURCHASE AS B/AS BY THE REVOLVING (CANADIAN) LENDERS.
(B)
NO CONTRACT PERIOD WITH RESPECT TO A B/A TO BE ACCEPTED AND, IF APPLICABLE,
PURCHASED AS A REVOLVING (CANADIAN) LOAN SHALL EXTEND BEYOND THE REVOLVING
CREDIT MATURITY DATE.
ALL B/AS AND B/A LOANS SHALL BE DENOMINATED IN CANADIAN
DOLLARS.
(C)
TO FACILITATE AVAILMENT OF B/A LOANS, SSC CANADA HEREBY APPOINTS EACH
REVOLVING (CANADIAN) LENDER AS ITS ATTORNEY TO SIGN AND ENDORSE ON ITS BEHALF
(IN ACCORDANCE WITH A NOTICE OF BORROWING RELATING TO A B/A LOAN PURSUANT TO
SECTION 2.03 OR 2.10), IN HANDWRITING OR BY FACSIMILE OR MECHANICAL SIGNATURE AS
AND WHEN DEEMED NECESSARY BY SUCH REVOLVING (CANADIAN) LENDER, BLANK FORMS OF
B/AS IN THE FORM REQUESTED BY SUCH REVOLVING (CANADIAN) LENDER.
SSC CANADA
RECOGNIZES AND AGREES THAT ALL B/AS SIGNED AND/OR ENDORSED BY A REVOLVING
(CANADIAN) LENDER ON BEHALF OF SSC CANADA SHALL BIND SSC CANADA AS FULLY AND
EFFECTUALLY AS IF SIGNED IN THE HANDWRITING OF AND DULY ISSUED BY THE PROPER
SIGNING OFFICERS OF SSC CANADA.
EACH REVOLVING (CANADIAN) LENDER IS HEREBY
AUTHORIZED (IN ACCORDANCE WITH A NOTICE OF BORROWING RELATING TO A B/A LOAN) TO
ISSUE SUCH B/AS ENDORSED IN BLANK IN SUCH FACE AMOUNTS AS MAY BE DETERMINED BY
SUCH REVOLVING (CANADIAN) LENDER; PROVIDED THAT THE AGGREGATE AMOUNT THEREOF IS
EQUAL TO THE AGGREGATE AMOUNT OF B/AS REQUIRED TO BE ACCEPTED AND PURCHASED BY
SUCH REVOLVING (CANADIAN) LENDER.
NO REVOLVING (CANADIAN) LENDER SHALL BE
LIABLE FOR ANY DAMAGE, LOSS OR OTHER CLAIM ARISING BY REASON OF ANY LOSS OR
IMPROPER USE OF ANY SUCH INSTRUMENT EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF SUCH REVOLVING (CANADIAN) LENDER OR ITS OFFICERS, EMPLOYEES,
AGENTS OR REPRESENTATIVES.
EACH REVOLVING (CANADIAN) LENDER SHALL MAINTAIN A
RECORD, WHICH SHALL BE MADE AVAILABLE TO SSC CANADA UPON ITS REQUEST, WITH
RESPECT TO B/AS (I) RECEIVED