BANKERS' ACCEPTANCES WHICH
ANY OF THE CANADIAN LENDERS UNDER A GIVEN CANADIAN BORROWER FACILITY HAVE AGREED
TO PURCHASE.
(B)
PURCHASE. EACH CANADIAN LENDER UNDER THE APPLICABLE CANADIAN
BORROWER FACILITY SHALL PURCHASE A BANKERS' ACCEPTANCE ACCEPTED BY IT, AND THE
CANADIAN BORROWER SHALL SELL SUCH BANKERS' ACCEPTANCE AT THE APPLICABLE DISCOUNT
RATE. THE RELEVANT CANADIAN LENDER SHALL PROVIDE TO THE CANADIAN AGENT ON THE
BORROWING DATE THE DISCOUNT PROCEEDS LESS THE APPLICABLE ACCEPTANCE FEE PAYABLE
BY THE CANADIAN BORROWER WITH RESPECT TO SUCH BANKERS' ACCEPTANCE.
(C)
SALE. EACH CANADIAN LENDER MAY FROM TIME TO TIME HOLD, SELL,
REDISCOUNT OR OTHERWISE DISPOSE OF ANY OR ALL BANKERS' ACCEPTANCES ACCEPTED AND
PURCHASED BY IT.
(D)
POWER OF ATTORNEY FOR THE EXECUTION OF BANKERS' ACCEPTANCES. TO
FACILITATE THE ISSUANCE OF BANKERS' ACCEPTANCES, THE CANADIAN BORROWER HEREBY
APPOINTS EACH CANADIAN LENDER AS ITS ATTORNEY TO SIGN AND ENDORSE ON ITS BEHALF,
IN HANDWRITING OR BY FACSIMILE OR MECHANICAL SIGNATURE AS AND WHEN DEEMED
NECESSARY BY SUCH CANADIAN LENDER, BLANK FORMS OF BANKERS' ACCEPTANCES. IN THIS
RESPECT, IT IS EACH CANADIAN LENDER'S RESPONSIBILITY TO MAINTAIN AN ADEQUATE
SUPPLY OF BLANK FORMS OF BANKERS' ACCEPTANCES FOR ACCEPTANCE UNDER THIS
AGREEMENT. THE CANADIAN BORROWER RECOGNIZES AND AGREES THAT ALL BANKERS'
ACCEPTANCES SIGNED AND/OR ENDORSED ON ITS BEHALF BY A CANADIAN LENDER SHALL BIND
THE CANADIAN BORROWER AS FULLY AND EFFECTUALLY AS IF SIGNED IN THE HANDWRITING
OF AND DULY ISSUED BY THE PROPER SIGNING OFFICERS OF THE CANADIAN BORROWER. EACH
CANADIAN LENDER IS HEREBY AUTHORIZED TO ISSUE SUCH BANKERS' ACCEPTANCE ENDORSED
IN BLANK IN SUCH FACE AMOUNTS AS MAY BE DETERMINED BY SUCH CANADIAN LENDER;
PROVIDED THAT THE AGGREGATE AMOUNT THEREOF IS EQUAL TO THE AGGREGATE AMOUNT OF
BANKERS' ACCEPTANCES REQUIRED TO BE ACCEPTED AND PURCHASED BY SUCH CANADIAN
LENDER. NO 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 THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CANADIAN LENDER OR ITS OFFICERS,
EMPLOYEES, AGENTS OR REPRESENTATIVES. EACH CANADIAN LENDER SHALL MAINTAIN A
RECORD WITH RESPECT TO BANKERS' ACCEPTANCES HELD BY IT IN BLANK HEREUNDER,
VOIDED BY IT FOR ANY REASON, ACCEPTED AND PURCHASED BY IT HEREUNDER, AND
CANCELLED AT THEIR RESPECTIVE MATURITIES. EACH CANADIAN LENDER AGREES TO PROVIDE
SUCH RECORDS TO THE CANADIAN BORROWER AT THE CANADIAN BORROWER'S EXPENSE UPON
REQUEST.
(E)
EXECUTION. DRAFTS DRAWN BY THE CANADIAN BORROWER TO BE ACCEPTED AS
BANKERS' ACCEPTANCES SHALL BE SIGNED BY A DULY AUTHORIZED OFFICER OR OFFICERS OF
THE CANADIAN BORROWER OR BY ITS ATTORNEYS, INCLUDING ATTORNEYS APPOINTED
PURSUANT TO THIS SECTION 2.26. NOTWITHSTANDING THAT ANY PERSON WHOSE SIGNATURE
APPEARS ON ANY BANKERS' ACCEPTANCE MAY NO LONGER BE AN AUTHORIZED SIGNATORY FOR
THE CANADIAN BORROWER AT THE TIME OF ISSUANCE OF A
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BANKERS' ACCEPTANCE, THAT SIGNATURE SHALL NEVERTHELESS BE VALID AND SUFFICIENT
FOR ALL PURPOSES AS IF THE AUTHORITY HAD REMAINED IN FORCE AT THE TIME OF
ISSUANCE AND ANY BANKERS' ACCEPTANCE SO SIGNED SHALL BE BINDING ON THE CANADIAN