SUCH ACCEPTANCE. IF
THE CANADIAN BORROWER FAILS TO PROVIDE SUCH NOTICE TO THE CANADIAN
ADMINISTRATIVE AGENT OR FAILS TO REPAY THE MATURING ACCEPTANCES, OR IF A DEFAULT
OR AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING ON SUCH MATURITY DATE, THE
CANADIAN BORROWER'S OBLIGATIONS IN RESPECT OF THE MATURING ACCEPTANCES SHALL BE
DEEMED TO HAVE BEEN CONVERTED ON THE MATURITY DATE THEREOF INTO A CANADIAN PRIME
RATE LOAN IN AN AMOUNT EQUAL TO THE FACE AMOUNT OF THE MATURING ACCEPTANCES. THE
CANADIAN BORROWER WAIVES PRESENTMENT FOR PAYMENT AND ANY OTHER DEFENSE TO
PAYMENT OF ANY AMOUNTS DUE TO A CANADIAN LENDER IN RESPECT OF ANY ACCEPTANCES
ACCEPTED OR PURCHASED BY SUCH CANADIAN LENDER UNDER THIS AGREEMENT WHICH MIGHT
EXIST SOLELY BY REASON OF THOSE ACCEPTANCES BEING HELD, AT THE MATURITY THEREOF,
BY THAT CANADIAN LENDER IN ITS OWN RIGHT AND THE CANADIAN BORROWER AGREES NOT TO
CLAIM ANY DAYS OF GRACE IF THAT CANADIAN LENDER, AS HOLDER, SUES THE CANADIAN
BORROWER ON THOSE ACCEPTANCES FOR PAYMENT OF THE AMOUNTS PAYABLE BY THE CANADIAN
BORROWER THEREUNDER.
(F)
SUPPLY OF DRAFTS AND POWER OF ATTORNEY.
TO ENABLE THE CANADIAN
LENDERS TO ACCEPT DRAFTS IN THE MANNER SPECIFIED IN THIS SECTION 2.04, THE
CANADIAN BORROWER SHALL SUPPLY EACH LENDER WITH SUCH NUMBER OF BLANK FORMS OF
DRAFTS AND DISCOUNT NOTES AS SUCH LENDERS MAY REASONABLY REQUEST, DULY ENDORSED
IN THE CASE OF DRAFTS AND EXECUTED IN THE CASE OF DISCOUNT NOTES ON BEHALF OF
THE CANADIAN BORROWER. IN ADDITION, 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 ACCEPTANCES. IN THIS RESPECT, IT IS EACH
CANADIAN LENDER'S RESPONSIBILITY TO MAINTAIN AN ADEQUATE SUPPLY OF BLANK FORMS
OF ACCEPTANCES FOR ACCEPTANCE UNDER THIS AGREEMENT. THE CANADIAN BORROWER
RECOGNIZES AND AGREES THAT ALL 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; PROVIDED, THAT SUCH ACTS IN EACH CASE ARE TO
BE UNDERTAKEN IN ACCORDANCE WITH SUCH CANADIAN LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT. EACH CANADIAN LENDER IS HEREBY AUTHORIZED TO
37
ISSUE SUCH ACCEPTANCES 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 ACCEPTANCES REQUIRED TO BE ACCEPTED BY SUCH
CANADIAN LENDER. DRAFTS DRAWN BY THE CANADIAN BORROWER TO BE ACCEPTED AS
ACCEPTANCES SHALL BE SIGNED BY A DULY AUTHORIZED OFFICER OR OFFICERS OF THE
CANADIAN BORROWER OR BY ITS ATTORNEY-IN-FACT INCLUDING ANY ATTORNEY-IN-FACT
APPOINTED PURSUANT TO THIS SECTION 2.04(F). THE CANADIAN BORROWER HEREBY
AUTHORIZES AND REQUESTS EACH CANADIAN LENDER IN ACCORDANCE WITH EACH CANADIAN
NOTICE OF DRAWING RECEIVED FROM THE CANADIAN BORROWER PURSUANT TO PARAGRAPH
(C) TO TAKE THE MEASURES WITH RESPECT TO A