the details thereof and of the
amount of BAs to be accepted and purchased by such Lender.
(D)
THE CANADIAN BORROWER HEREBY APPOINTS EACH LENDER AS ITS ATTORNEY TO SIGN
AND ENDORSE ON ITS BEHALF, MANUALLY OR BY FACSIMILE OR MECHANICAL SIGNATURE, AS
AND WHEN DEEMED NECESSARY BY SUCH LENDER, BLANK FORMS OF BAS, EACH LENDER HEREBY
AGREEING THAT IT WILL NOT SIGN OR ENDORSE BAS IN EXCESS OF THOSE REQUIRED IN
CONNECTION WITH BA DRAWINGS THAT HAVE BEEN REQUESTED BY THE CANADIAN BORROWER
HEREUNDER. IT SHALL BE THE RESPONSIBILITY OF EACH LENDER TO MAINTAIN AN ADEQUATE
SUPPLY OF BLANK FORMS OF BAS FOR ACCEPTANCE UNDER THIS AGREEMENT. THE CANADIAN
BORROWER RECOGNIZES AND
56
AGREES THAT ALL BAS SIGNED AND/OR ENDORSED ON ITS BEHALF BY ANY LENDER IN
ACCORDANCE WITH THE CANADIAN BORROWER'S WRITTEN REQUEST SHALL BIND THE CANADIAN
BORROWER AS FULLY AND EFFECTUALLY AS IF MANUALLY SIGNED AND DULY ISSUED BY
AUTHORIZED OFFICERS OF THE CANADIAN BORROWER. EACH LENDER IS HEREBY AUTHORIZED
TO ISSUE SUCH BAS ENDORSED IN BLANK IN SUCH FACE AMOUNTS AS MAY BE DETERMINED BY
SUCH LENDER; PROVIDED THAT THE AGGREGATE FACE AMOUNT THEREOF IS EQUAL TO THE
AGGREGATE FACE AMOUNT OF BAS REQUIRED TO BE ACCEPTED BY SUCH LENDER IN
ACCORDANCE WITH THE CANADIAN BORROWER'S WRITTEN REQUEST. NO LENDER SHALL BE
LIABLE FOR ANY DAMAGE, LOSS OR CLAIM ARISING BY REASON OF ANY LOSS OR IMPROPER
USE OF ANY SUCH INSTRUMENT UNLESS SUCH LOSS OR IMPROPER USE RESULTS FROM THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH LENDER. EACH LENDER SHALL
MAINTAIN A RECORD WITH RESPECT TO BAS (I) RECEIVED BY IT FROM THE ADMINISTRATIVE
AGENT IN BLANK HEREUNDER, (II) VOIDED BY IT FOR ANY REASON, (III) ACCEPTED AND
PURCHASED BY IT HEREUNDER AND (IV) CANCELED AT THEIR RESPECTIVE MATURITIES. EACH
LENDER FURTHER AGREES TO RETAIN SUCH RECORDS IN THE MANNER AND FOR THE PERIODS
PROVIDED IN APPLICABLE PROVINCIAL OR FEDERAL STATUTES AND REGULATIONS OF CANADA
AND TO PROVIDE SUCH RECORDS TO THE CANADIAN BORROWER UPON ITS REQUEST AND AT ITS
EXPENSE. UPON REQUEST BY THE CANADIAN BORROWER, A LENDER SHALL CANCEL ALL FORMS
OF BA THAT HAVE BEEN PRE-SIGNED OR PRE-ENDORSED ON BEHALF OF THE CANADIAN
BORROWER AND THAT ARE HELD BY SUCH LENDER AND ARE NOT REQUIRED TO BE ISSUED
PURSUANT TO THIS AGREEMENT.
(E)
DRAFTS OF THE CANADIAN BORROWER TO BE ACCEPTED AS BAS HEREUNDER SHALL BE
SIGNED AS SET FORTH IN PARAGRAPH (D) ABOVE. NOTWITHSTANDING THAT ANY PERSON
WHOSE SIGNATURE APPEARS ON ANY BA MAY NO LONGER BE AN AUTHORIZED SIGNATORY FOR
ANY OF THE LENDERS OR THE CANADIAN BORROWER AT THE DATE OF ISSUANCE OF SUCH BA,
SUCH SIGNATURE SHALL NEVERTHELESS BE VALID AND SUFFICIENT FOR ALL PURPOSES AS IF
SUCH AUTHORITY HAD REMAINED IN FORCE AT THE TIME OF SUCH ISSUANCE AND ANY SUCH
BA SO SIGNED AND PROPERLY COMPLETED SHALL BE BINDING ON THE CANADIAN BORROWER.
(F)
UPON ACCEPTANCE OF A BA BY A LENDER, SUCH LENDER SHALL PURCHASE SUCH BA
FROM THE CANADIAN BORROWER AT THE