of 30 days' duration.
Promptly following receipt of
a request in accordance with this Section 2.06, the Administrative Agent shall
advise each Revolving Lender of the details thereof and the amount of B/As to be
accepted and purchased by such Lender.
(D)
THE CANADIAN SUBSIDIARY BORROWER HEREBY APPOINTS EACH REVOLVING 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 B/AS.
IT SHALL BE THE RESPONSIBILITY OF EACH REVOLVING LENDER TO MAINTAIN AN
ADEQUATE SUPPLY OF BLANK FORMS OF B/AS FOR ACCEPTANCE UNDER THIS AGREEMENT.
THE
CANADIAN SUBSIDIARY BORROWER RECOGNIZES AND AGREES THAT ALL B/AS SIGNED AND/OR
ENDORSED ON ITS BEHALF BY ANY LENDER SHALL BIND THE CANADIAN SUBSIDIARY BORROWER
AS FULLY AND EFFECTUALLY AS IF MANUALLY SIGNED AND DULY ISSUED BY AUTHORIZED
OFFICERS OF THE CANADIAN SUBSIDIARY BORROWER.
EACH REVOLVING LENDER IS HEREBY
AUTHORIZED TO ISSUE SUCH B/AS 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 B/AS REQUIRED TO BE ACCEPTED BY SUCH
LENDER.
NO REVOLVING 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 BAD FAITH, GROSS NEGLIGENCE OR WILFUL
MISCONDUCT OF SUCH LENDER.
EACH REVOLVING LENDER SHALL MAINTAIN A RECORD WITH
RESPECT TO B/AS (I) RECEIVED BY IT FROM THE ADMINISTRATIVE
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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 REVOLVING 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 SUBSIDIARY
BORROWER UPON ITS REQUEST AND AT ITS EXPENSE.
UPON REQUEST BY THE CANADIAN
SUBSIDIARY BORROWER, A REVOLVING LENDER SHALL CANCEL ALL FORMS OF B/A THAT HAVE
BEEN PRE-SIGNED OR PRE-ENDORSED ON BEHALF OF THE CANADIAN SUBSIDIARY BORROWER
AND THAT ARE HELD BY SUCH LENDER AND ARE NOT REQUIRED TO BE ISSUED PURSUANT TO
THIS AGREEMENT.
(E)
DRAFTS OF THE CANADIAN SUBSIDIARY BORROWER TO BE ACCEPTED AS B/AS HEREUNDER
SHALL BE SIGNED AS SET FORTH IN PARAGRAPH (D) ABOVE.
NOTWITHSTANDING THAT ANY
PERSON WHOSE SIGNATURE APPEARS ON ANY B/A MAY NO LONGER BE AN AUTHORIZED
SIGNATORY FOR ANY OF THE REVOLVING LENDERS OR THE CANADIAN SUBSIDIARY BORROWER
AT THE DATE OF ISSUANCE OF SUCH B/A, 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 B/A SO SIGNED SHALL BE BINDING ON THE
CANADIAN SUBSIDIARY BORROWER.
(F)
UPON ACCEPTANCE OF A B/A BY A REVOLVING LENDER, SUCH LENDER SHALL PURCHASE,
OR ARRANGE THE PURCHASE OF, SUCH B/A FROM THE CANADIAN SUBSIDIARY BORROWER AT