Common use of Bankers' Acceptances in Blank Clause in Contracts

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ Acceptances under the Credit Agreement, the Canadian Subsidiary Borrowers shall, from time to time as required, provide to the Canadian Administrative Agent Drafts duly executed and endorsed in blank by the Canadian Subsidiary Borrowers in quantities sufficient for each Canadian Dollar Lender to fulfill its obligations hereunder. In addition, the Canadian Subsidiary Borrowers hereby appoint each Canadian Dollar Lender as its attorney, with respect to Bankers’ Acceptances for which the Canadian Subsidiary Borrowers have provided a Bankers’ Acceptance notice: (i) to complete and sign on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, the Drafts to create the Bankers’ Acceptances (with, in each Canadian Dollar Lender’s discretion, the inscription “This is a depository ▇▇▇▇ subject to the Depository Bills and Notes Act (Canada)”); (ii) after the acceptance thereof by any Canadian Dollar Lender, to endorse on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, such Bankers’ Acceptance in favor of the applicable purchaser or endorsee thereof including, in such Canadian Dollar Lender’s discretion, such Canadian Dollar Lender or a clearing house (as defined by the Depository Bills and Notes Act (Canada)); (iii) to deliver such Bankers’ Acceptances to such purchaser or to deposit such Bankers’ Acceptances with such clearing house; and (iv) to comply with the procedures and requirements established from time to time by such Canadian Dollar Lender or such clearing house in respect of the delivery, transfer and collection of Bankers’ Acceptances and depository bills. The Canadian Subsidiary Borrowers recognize and agree that all Bankers’ Acceptances signed, endorsed, delivered or deposited on its behalf by a Canadian Dollar Lender shall bind the Canadian Subsidiary Borrowers as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited by the proper signing officer of the Canadian Subsidiary Borrower. Each Canadian Dollar Lender is hereby authorized to accept such Drafts or issue such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Dollar Lender in accordance with the terms of the Credit Agreement, provided that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ Acceptances required to be accepted by such Canadian Dollar Lender. No Canadian Dollar Lender shall be responsible or liable for its failure to accept a Bankers’ Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian Subsidiary Borrowers to provide duly executed and endorsed Drafts to the Canadian Administrative Agent on a timely basis, nor shall any Canadian Dollar Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such Canadian Dollar Lender, its officers, employees, agents or representatives. The Canadian Administrative Agent and each Canadian Dollar Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Dollar Lender will, upon the request of the Canadian Subsidiary Borrower, promptly advise the Canadian Subsidiary Borrowers of the number and designation, if any, of Drafts then held by it for the Canadian Subsidiary Borrower. Each Canadian Dollar Lender shall maintain a record with respect to Drafts and Bankers’ Acceptances (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder and (v) canceled at their respective maturities. Each Canadian Dollar Lender further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Dollar Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of ----------------------------- Bankers’ ' Acceptances under the Credit this Agreement, the Canadian Subsidiary Borrowers Borrower shall, from time to time as required, provide to the Canadian Administrative Agent Drafts duly executed and endorsed in blank by the Canadian Subsidiary Borrowers Borrower in quantities sufficient for each Canadian Dollar C$ Lender to fulfill its obligations hereunder. In addition, the Canadian Subsidiary Borrowers hereby appoint each Canadian Dollar Lender as its attorney, with respect to Bankers’ Acceptances for which the Canadian Subsidiary Borrowers have provided a Bankers’ Acceptance notice: (i) to complete and sign on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, the Drafts to create the Bankers’ Acceptances (with, in each Canadian Dollar Lender’s discretion, the inscription “This is a depository ▇▇▇▇ subject to the Depository Bills and Notes Act (Canada)”); (ii) after the acceptance thereof by any Canadian Dollar Lender, to endorse on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, such Bankers’ Acceptance in favor of the applicable purchaser or endorsee thereof including, in such Canadian Dollar Lender’s discretion, such Canadian Dollar Lender or a clearing house (as defined by the Depository Bills and Notes Act (Canada)); (iii) to deliver such Bankers’ Acceptances to such purchaser or to deposit such Bankers’ Acceptances with such clearing house; and (iv) to comply with the procedures and requirements established from time to time by such Canadian Dollar Lender or such clearing house in respect of the delivery, transfer and collection of Bankers’ Acceptances and depository bills. The Canadian Subsidiary Borrowers recognize and agree that all Bankers’ Acceptances signed, endorsed, delivered or deposited on its behalf by a Canadian Dollar Lender shall bind the Canadian Subsidiary Borrowers as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited by the proper signing officer of the Canadian Subsidiary Borrower. Each Canadian Dollar C$ Lender is hereby authorized to accept such Drafts or issue such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Dollar C$ Lender in accordance with the terms of the Credit this Agreement, provided that the -------- aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ ' Acceptances required to be accepted by such Canadian Dollar C$ Lender. No Canadian Dollar C$ Lender shall be responsible or liable for its failure to accept a Bankers’ ' Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian Subsidiary Borrowers Borrower to provide duly executed and endorsed Drafts to the Canadian Administrative Agent on a timely basis, nor shall any Canadian Dollar C$ Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such Canadian Dollar C$ Lender, its officers, employees, agents or representatives. The Canadian Administrative Agent and each Canadian Dollar C$ Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Dollar C$ Lender will, upon the request of the Canadian Subsidiary Borrower, promptly advise the Canadian Subsidiary Borrowers Borrower of the number and designation, if any, of Drafts then held by it for the Canadian Subsidiary Borrower. Each Canadian Dollar C$ Lender shall maintain a record with respect to Drafts and Bankers’ ' Acceptances (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder and (v) canceled cancelled at their respective maturities. Each Canadian Dollar C$ Lender further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Dollar C$ Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ Acceptances under the Credit this Agreement, the Canadian Subsidiary Borrowers shall, upon execution of this Agreement and from time to time as required, provide to the Canadian Administrative Agent Drafts bills of exchange or depository bills, in form satisfactory to the Canadian Agent, duly executed and endorsed in blank by the Canadian Subsidiary Borrowers in quantities sufficient for each Canadian Dollar Lender Bank to fulfill its obligations hereunder. In addition, the Canadian Subsidiary Borrowers hereby appoint each Canadian Dollar Lender Bank as its attorneyattorney to sign and endorse on its behalf, with respect to Bankers’ Acceptances for which the Canadian Subsidiary Borrowers have provided a Bankers’ Acceptance notice: (i) to complete and sign on behalf of the Canadian Subsidiary Borrower, either manually in handwriting or by facsimile or mechanical signature, the Drafts to create the Bankers’ Acceptances (with, in each Canadian Dollar Lender’s discretion, the inscription “This is a depository ▇▇▇▇ subject to the Depository Bills signature as and Notes Act (Canada)”); (ii) after the acceptance thereof by any Canadian Dollar Lender, to endorse on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, such Bankers’ Acceptance in favor of the applicable purchaser or endorsee thereof including, in such Canadian Dollar Lender’s discretion, such Canadian Dollar Lender or a clearing house (as defined by the Depository Bills and Notes Act (Canada)); (iii) to deliver such Bankers’ Acceptances to such purchaser or to deposit such Bankers’ Acceptances with such clearing house; and (iv) to comply with the procedures and requirements established from time to time when deemed necessary by such Canadian Dollar Lender or such clearing house in respect of the deliveryBank, transfer and collection blank forms of Bankers’ Acceptances and depository billsAcceptances. The Canadian Subsidiary Borrowers recognize and agree that all Bankers’ Acceptances signed, endorsed, delivered or deposited signed and/or endorsed on its behalf by a Canadian Dollar Lender Bank shall bind the Canadian Subsidiary Borrowers as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited issued by the proper signing officer officers of the Canadian Subsidiary BorrowerBorrowers. Each Canadian Dollar Lender Bank is hereby authorized to accept such Drafts or issue such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Dollar Lender in accordance with the terms of the Credit Agreement, Bank provided that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ Acceptances required to be accepted and purchased by such Canadian Dollar LenderBank pursuant to clause (d) below. No Canadian Dollar Lender Bank shall be responsible or liable for its failure to accept a Bankers’ Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian Subsidiary Borrowers to provide duly executed and endorsed Drafts bills of exchange or depository bills to the Canadian Administrative Agent on a timely basis, basis nor shall any Canadian Dollar Lender Bank or the Canadian Agent be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such Bank or the Canadian Dollar LenderAgent, its officers, employees, agents or representatives. The Canadian Administrative Agent and each Canadian Dollar Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Dollar Lender will, upon the request of the Canadian Subsidiary Borrower, promptly advise the Canadian Subsidiary Borrowers of the number and designation, if any, of Drafts then held by it for the Canadian Subsidiary Borrower. Each Canadian Dollar Lender Bank shall maintain a record with respect to Drafts and Bankers’ Acceptances (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder hereunder, and (v) canceled cancelled at their respective maturities. Each Canadian Dollar Lender Bank further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Dollar LenderBank.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ ' Acceptances under the this Credit Agreement, the Canadian Subsidiary Borrowers Rival Canada shall, on the Closing Date and from time to time as required, provide to each BA Lender bills of exchange, in the Canadian Administrative Agent Drafts form of Exhibit H, duly executed and endorsed in blank by the Canadian Subsidiary Borrowers Rival Canada in quantities sufficient for each Canadian Dollar BA Lender to fulfill its obligations hereunder. Rival Canada agrees that the responsibility of each BA Lender with respect to the safekeeping of the executed blank draft forms of Bankers' Acceptances shall be limited to the same degree of care which such BA Lender gives to its own property, provided that such BA Lender shall not be deemed to be an insurer thereof. In addition, the Canadian Subsidiary Borrowers Rival Canada hereby appoint irrevocably appoints each Canadian Dollar BA Lender as its attorneyattorney to sign and endorse on its behalf, with respect to Bankers’ Acceptances for which the Canadian Subsidiary Borrowers have provided a Bankers’ Acceptance notice: (i) to complete and sign on behalf of the Canadian Subsidiary Borrower, either manually in handwriting or by facsimile or mechanical signature, the Drafts to create as and when deemed necessary by such BA Lender and in accordance with the Bankers’ Acceptances (with, in each Canadian Dollar Lender’s discretion, the inscription “This is a depository ▇▇▇▇ subject to the Depository Bills and Notes Act (Canada)”); (ii) after the acceptance thereof by any Canadian Dollar Lender, to endorse on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, such Bankers’ ' Acceptance in favor of the applicable purchaser or endorsee thereof including, in such Canadian Dollar Lender’s discretion, such Canadian Dollar Lender or a clearing house (as defined by the Depository Bills and Notes Act (Canada)); (iii) to deliver such Bankers’ Acceptances to such purchaser or to deposit such Bankers’ Acceptances with such clearing house; and (iv) to comply with the procedures and requirements established Notices submitted from time to time in accordance with this ss.2A and signed by such Canadian Dollar Lender officers or such clearing house in respect employees of Rival Canada who are authorized by resolution of the deliverydirectors of Rival Canada to so instruct such BA Lender, transfer and collection blank forms of Bankers’ Acceptances ' Acceptances. (Rival Canada shall provide each BA Lender with a certified copy of such resolution and depository bills. The Canadian Subsidiary Borrowers recognize such BA Lender may rely upon the same until its acknowledgment of the receipt from Rival Canada of a certified copy of a directors' resolution to the contrary.) Rival Canada recognizes and agree agrees that all each Bankers’ Acceptances signed, endorsed, delivered or deposited ' Acceptance signed and/or endorsed on its behalf by a Canadian Dollar any BA Lender in accordance with the terms of the respective Bankers' Acceptance Notices provided to such BA Lender shall bind the Canadian Subsidiary Borrowers Rival Canada as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited issued by the proper signing officer officers of the Canadian Subsidiary BorrowerRival Canada. Each Canadian Dollar BA Lender is hereby authorized to accept such Drafts or issue on behalf of Rival Canada, such Bankers’ ' Acceptances endorsed in blank in such face amounts as may be determined by specified in the Bankers' Acceptance Notice provided to such Canadian Dollar BA Lender in accordance with the terms of the Credit Agreement, respect thereto provided that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ ' Acceptances required to be accepted by such Canadian Dollar LenderBA Lender pursuant to clause (d) below. No Canadian Dollar BA Lender shall be responsible or liable for its failure to accept a Bankers’ ' Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian Subsidiary Borrowers Rival Canada to provide duly executed and endorsed Drafts bills of exchange to the Canadian Administrative Agent such BA Lender on a timely basis, basis nor shall any Canadian Dollar BA Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such Canadian Dollar BA Lender, its officers, employees, agents or representatives. The Canadian Administrative Agent and each Canadian Dollar Rival Canada agrees that no BA Lender shall exercise incur any liability to Rival Canada in completing such care draft forms of Bankers' Acceptances when acting reasonably in the custody and safekeeping reliance on Bankers' Acceptance Notices provided to such BA Lender which such BA Lender believes in good faith to have been signed by authorized officers or employees of Drafts as it would exercise in the custody and safekeeping of similar property owned by itRival Canada. Each Canadian Dollar Lender will, upon the request of the Canadian Subsidiary Borrower, promptly advise the Canadian Subsidiary Borrowers of the number and designation, if any, of Drafts then held by it for the Canadian Subsidiary Borrower. Each Canadian Dollar BA Lender shall maintain a record with respect to Drafts and Bankers’ ' Acceptances (i) received by it from the Canadian Administrative Agent Rival Canada in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder hereunder, and (v) canceled at their respective maturities. Each Canadian Dollar BA Lender further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Dollar BA Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ ' Acceptances under the Credit this Agreement, the Canadian Subsidiary Borrowers Borrower shall, on the Effective Date and from time to time as required, provide to the Canadian Administrative Agent Drafts bills of exchange, in form satisfactory to the Canadian Agent, duly executed and endorsed in blank by the Canadian Subsidiary Borrowers Borrower in quantities sufficient for each Canadian Dollar Lender Bank to fulfill its obligations hereunder. In addition, the Canadian Subsidiary Borrowers Borrower hereby appoint appoints each Canadian Dollar Lender Bank as its attorneyattorney to sign and endorse on its behalf, with respect to Bankers’ Acceptances for which the Canadian Subsidiary Borrowers have provided a Bankers’ Acceptance notice: (i) to complete and sign on behalf of the Canadian Subsidiary Borrower, either manually in handwriting or by facsimile or mechanical signature, the Drafts to create the Bankers’ Acceptances (with, in each Canadian Dollar Lender’s discretion, the inscription “This is a depository ▇▇▇▇ subject to the Depository Bills signature as and Notes Act (Canada)”); (ii) after the acceptance thereof by any Canadian Dollar Lender, to endorse on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, such Bankers’ Acceptance in favor of the applicable purchaser or endorsee thereof including, in such Canadian Dollar Lender’s discretion, such Canadian Dollar Lender or a clearing house (as defined by the Depository Bills and Notes Act (Canada)); (iii) to deliver such Bankers’ Acceptances to such purchaser or to deposit such Bankers’ Acceptances with such clearing house; and (iv) to comply with the procedures and requirements established from time to time when deemed necessary by such Canadian Dollar Lender or such clearing house in respect of the deliveryBank, transfer and collection blank forms of Bankers’ Acceptances and depository bills' Acceptances. The Canadian Subsidiary Borrowers recognize Borrower recognizes and agree agrees that all Bankers’ ' Acceptances signed, endorsed, delivered or deposited signed and/or endorsed on its behalf by a Canadian Dollar Lender Bank shall bind the Canadian Subsidiary Borrowers Borrower as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited issued by the proper signing officer officers of the Canadian Subsidiary Borrower. Each Canadian Dollar Lender Bank is hereby authorized to accept such Drafts or issue such Bankers’ ' Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Dollar Lender in accordance with the terms of the Credit Agreement, Bank provided that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ ' Acceptances required to be accepted by such Bank pursuant to clause (d) below. Neither any Canadian Dollar Lender. No Bank nor the Canadian Dollar Lender Agent shall be responsible or liable for its failure to accept a Bankers’ ' Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian Subsidiary Borrowers Borrower to provide duly executed and endorsed Drafts bills of exchange to the Canadian Administrative Agent on a timely basis, basis nor shall any Canadian Dollar Lender Bank or the Canadian Agent be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such Bank or the Canadian Dollar LenderAgent, its officers, employees, agents or representatives. The Canadian Administrative Agent and each Canadian Dollar Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Dollar Lender will, upon the request of the Canadian Subsidiary Borrower, promptly advise the Canadian Subsidiary Borrowers of the number and designation, if any, of Drafts then held by it for the Canadian Subsidiary Borrower. Each Canadian Dollar Lender Bank shall maintain a record with respect to Drafts and Bankers’ ' Acceptances (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder hereunder, and (v) canceled cancelled at their respective maturities. Each Canadian Dollar Lender Bank further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Dollar LenderBank.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ Acceptances Drafts under the Credit this Agreement, the Canadian Subsidiary Borrowers Borrower shall, from time to time as required, provide to the Canadian Administrative Agent Lenders Drafts duly executed and endorsed in blank by the Canadian Subsidiary Borrowers Borrower in quantities sufficient for each Canadian Dollar Lender to fulfill its obligations hereunder. In addition, the Canadian Subsidiary Borrowers hereby appoint each Canadian Dollar Lender as its attorney, with respect to Bankers’ Acceptances for which the Canadian Subsidiary Borrowers have provided a Bankers’ Acceptance notice: (i) to complete and sign on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, the Drafts to create the Bankers’ Acceptances (with, in each Canadian Dollar Lender’s discretion, the inscription “This is a depository ▇▇▇▇ subject to the Depository Bills and Notes Act (Canada)”); (ii) after the acceptance thereof by any Canadian Dollar Lender, to endorse on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, such Bankers’ Acceptance in favor of the applicable purchaser or endorsee thereof including, in such Canadian Dollar Lender’s discretion, such Canadian Dollar Lender or a clearing house (as defined by the Depository Bills and Notes Act (Canada)); (iii) to deliver such Bankers’ Acceptances to such purchaser or to deposit such Bankers’ Acceptances with such clearing house; and (iv) to comply with the procedures and requirements established from time to time by such Canadian Dollar Lender or such clearing house in respect of the delivery, transfer and collection of Bankers’ Acceptances and depository bills. The Canadian Subsidiary Borrowers recognize and agree that all Bankers’ Acceptances signed, endorsed, delivered or deposited on its behalf by a Canadian Dollar Lender shall bind the Canadian Subsidiary Borrowers as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited by the proper signing officer of the Canadian Subsidiary Borrower. Each Canadian Dollar Lender is hereby authorized to accept such Drafts or issue such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Dollar Lender in accordance with the terms of the Credit this Agreement, provided PROVIDED that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ ' Acceptances required to be accepted by such Canadian Dollar Lender. No Canadian Dollar Lender shall be responsible or liable for its failure to accept a Bankers’ Acceptance Draft if the cause of such failure is, in whole or in part, due to the failure of the Canadian Subsidiary Borrowers Borrower to provide duly executed and endorsed Drafts to the such Canadian Administrative Agent Lender on a timely basis, nor shall any Canadian Dollar Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such Canadian Dollar Lender, its officers, employees, agents or representatives. The Each Canadian Administrative Agent and each Canadian Dollar Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Dollar Lender will, upon the request of the Canadian Subsidiary Borrower, promptly advise the Canadian Subsidiary Borrowers Borrower of the number and designation, if any, of Drafts then held by it for the Canadian Subsidiary Borrower. Each Canadian Dollar Lender shall maintain a record with respect to Drafts and Bankers’ ' Acceptances (iA) received by it from the Canadian Administrative Agent Borrower in blank hereunder, (iiB) voided by it for any reason, (iiiC) accepted by it hereunder, (ivD) purchased by it hereunder and (vE) canceled at their respective maturities. Each Canadian Dollar Lender further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Dollar Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ Acceptances under the Credit this Agreement, the Canadian Subsidiary Borrowers Borrower shall, from time to time as required, provide to the Canadian Administrative Agent Fronting Lender Drafts duly executed and endorsed in blank by the Canadian Subsidiary Borrowers Borrower in quantities sufficient for each the Canadian Dollar Fronting Lender to fulfill its obligations hereunder. In addition, the Canadian Subsidiary Borrowers Borrower hereby appoint each appoints the Canadian Dollar Fronting Lender as its attorney, attorney with respect to Bankers’ Acceptances for which the Canadian Subsidiary Borrowers have Borrower has provided a Bankers’ Acceptance notice: (i) to complete and sign on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, the Drafts to create the Bankers’ Acceptances (with, in each the Canadian Dollar Fronting Lender’s discretion, the inscription “This is a depository ▇▇▇▇ subject to the Depository Bills and Notes Act (Canada)”); (ii) after the acceptance thereof by any the Canadian Dollar Fronting Lender, to endorse on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, such Bankers’ Acceptance in favor of the applicable purchaser or endorsee thereof including, in such the Canadian Dollar Fronting Lender’s discretion, such the Canadian Dollar Fronting Lender or a clearing house (as defined by the Depository Bills and Notes Act (Canada)); (iii) to deliver such Bankers’ Acceptances to such purchaser or to deposit such Bankers’ Acceptances with such clearing house; and (iv) to comply with the procedures and requirements established from time to time by such the Canadian Dollar Fronting Lender or such clearing house in respect of the delivery, transfer and collection of Bankersbankers’ Acceptances acceptances and depository bills. The Canadian Subsidiary Borrowers recognize Borrower recognizes and agree agrees that all Bankers’ Acceptances signed, endorsed, delivered or deposited on its behalf by a the Canadian Dollar Fronting Lender shall bind the Canadian Subsidiary Borrowers Borrower as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited by the proper signing officer of the Canadian Subsidiary Borrower. Each The Canadian Dollar Fronting Lender is hereby authorized to accept such Drafts or issue such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such the Canadian Dollar Fronting Lender in accordance with the terms of the Credit this Agreement, provided that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ Acceptances required to be accepted by such the Canadian Dollar Fronting Lender. No The Canadian Dollar Fronting Lender shall not be responsible or liable for its failure to accept a Bankers’ Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian Subsidiary Borrowers Borrower to provide duly executed and endorsed Drafts to the Canadian Administrative Agent Fronting Lender on a timely basis, nor shall any the Canadian Dollar Fronting Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such the Canadian Dollar Fronting Lender, its officers, employees, agents or representatives. The Canadian Administrative Agent and each Canadian Dollar Fronting Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each The Canadian Dollar Fronting Lender will, upon the request of the Canadian Subsidiary Borrower, promptly advise the Canadian Subsidiary Borrowers Borrower of the number and designation, if any, of Drafts then held by it for the Canadian Subsidiary Borrower. Each The Canadian Dollar Fronting Lender shall maintain a record with respect to Drafts and Bankers’ Acceptances (i) received by it from the Canadian Administrative Agent Borrower in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder and (v) canceled at their respective maturities. Each The Canadian Dollar Fronting Lender further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such the Canadian Dollar Fronting Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ Acceptances Drafts under the Credit this Agreement, the Canadian Subsidiary Borrowers Borrower shall, from time to time as required, provide to the Canadian Administrative Agent Lenders Drafts duly executed and endorsed in blank by the Canadian Subsidiary Borrowers Borrower in quantities sufficient for each Canadian Dollar Lender to fulfill its obligations hereunder. In addition, the Canadian Subsidiary Borrowers hereby appoint each Canadian Dollar Lender as its attorney, with respect to Bankers’ Acceptances for which the Canadian Subsidiary Borrowers have provided a Bankers’ Acceptance notice: (i) to complete and sign on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, the Drafts to create the Bankers’ Acceptances (with, in each Canadian Dollar Lender’s discretion, the inscription “This is a depository ▇▇▇▇ subject to the Depository Bills and Notes Act (Canada)”); (ii) after the acceptance thereof by any Canadian Dollar Lender, to endorse on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, such Bankers’ Acceptance in favor of the applicable purchaser or endorsee thereof including, in such Canadian Dollar Lender’s discretion, such Canadian Dollar Lender or a clearing house (as defined by the Depository Bills and Notes Act (Canada)); (iii) to deliver such Bankers’ Acceptances to such purchaser or to deposit such Bankers’ Acceptances with such clearing house; and (iv) to comply with the procedures and requirements established from time to time by such Canadian Dollar Lender or such clearing house in respect of the delivery, transfer and collection of Bankers’ Acceptances and depository bills. The Canadian Subsidiary Borrowers recognize and agree that all Bankers’ Acceptances signed, endorsed, delivered or deposited on its behalf by a Canadian Dollar Lender shall bind the Canadian Subsidiary Borrowers as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited by the proper signing officer of the Canadian Subsidiary Borrower. Each Canadian Dollar Lender is hereby authorized to accept such Drafts or issue such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Dollar Lender in accordance with the terms of the Credit this Agreement, provided that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ Acceptances required to be accepted by such Canadian Dollar Lender. No Canadian Dollar Lender shall be responsible or liable for its failure to accept a Bankers’ Acceptance Draft if the cause of such failure is, in whole or in part, due to the failure of the Canadian Subsidiary Borrowers Borrower to provide duly executed and endorsed Drafts to the such Canadian Administrative Agent Lender on a timely basis, nor shall any Canadian Dollar Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such Canadian Dollar Lender, its officers, employees, agents or representatives. The Each Canadian Administrative Agent and each Canadian Dollar Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Dollar Lender will, upon the request of the Canadian Subsidiary Borrower, promptly advise the Canadian Subsidiary Borrowers Borrower of the number and designation, if any, of Drafts then held by it for the Canadian Subsidiary Borrower. Each Canadian Dollar Lender shall maintain a record with respect to Drafts and Bankers’ Acceptances (iA) received by it from the Canadian Administrative Agent Borrower in blank hereunder, (iiB) voided by it for any reason, (iiiC) accepted by it hereunder, (ivD) purchased by it hereunder and (vE) canceled at their respective maturities. Each Canadian Dollar Lender further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Dollar Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ ' Acceptances under the Credit this Agreement, the Canadian Subsidiary Borrowers Borrower shall, from time to time as required, provide to the each Canadian Administrative Agent Lender Drafts duly executed and endorsed in blank by the Canadian Subsidiary Borrowers Borrower in quantities sufficient for each such Canadian Dollar Lender to fulfill its obligations hereunder. In addition, the Canadian Subsidiary Borrowers Borrower hereby appoint appoints each Canadian Dollar Lender as its attorney, -in-fact with respect to Bankers’ ' Acceptances for which the Canadian Subsidiary Borrowers have Borrower has provided a Bankers’ ' Acceptance noticenotice through the Canadian Administrative Agent: (i) to complete and sign on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, the Drafts to create the Bankers’ Acceptances (with, in each Canadian Dollar Lender’s discretion, the inscription “This is a depository ▇▇▇▇ subject to the Depository Bills and Notes Act (Canada)”)' Acceptances; (ii) after the acceptance thereof by any such Canadian Dollar Lender, to endorse on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, such Bankers’ ' Acceptance in favor of the applicable purchaser or endorsee thereof including, in such Canadian Dollar Lender’s 's discretion, such Canadian Dollar Lender or a clearing house (as defined by the Depository Bills and Notes Act (Canada)), if applicable; (iii) to deliver such Bankers’ ' Acceptances to such purchaser or to deposit such Bankers’ ' Acceptances with such clearing house, if applicable; and (iv) to comply with the procedures and requirements established from time to time by such Canadian Dollar Lender or such clearing house house, if applicable, in respect of the delivery, transfer and collection of Bankers’ Acceptances bankers' acceptances and depository bills. The Canadian Subsidiary Borrowers recognize Borrower recognizes and agree agrees that all Bankers’ ' Acceptances signed, endorsed, delivered or deposited on its behalf by a any Canadian Dollar Lender shall bind the Canadian Subsidiary Borrowers Borrower as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited by the proper signing officer of the Canadian Subsidiary Borrower. Each Canadian Dollar Lender is hereby authorized to accept such Drafts or issue such Bankers’ ' Acceptances endorsed in blank in such face amounts as may be determined by such the applicable Canadian Dollar Lender in accordance with the terms of the Credit this Agreement, provided that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ ' Acceptances required to be accepted by such Canadian Dollar Lender. No Canadian Dollar Lender shall be responsible or liable for its failure to accept a Bankers’ ' Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian Subsidiary Borrowers Borrower to provide duly executed and endorsed Drafts to the such Canadian Administrative Agent Lender on a timely basis, nor shall any Canadian Dollar Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such Canadian Dollar Lender, its officers, employees, agents or representativesrepresentatives as determined in the final judgment of a court of competent jurisdiction. The Each Canadian Administrative Agent and each Canadian Dollar Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Dollar Lender will, upon the request of the Canadian Subsidiary Borrower, promptly advise the Canadian Subsidiary Borrowers Borrower of the number and designation, if any, of Drafts then held by it for the Canadian Subsidiary Borrower. Each Canadian Dollar Lender shall maintain a record with respect to Drafts and Bankers’ ' Acceptances (i) received by it from the Canadian Administrative Agent Borrower in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder and (v) canceled at their respective maturities. Each Canadian Dollar Lender further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Dollar Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ ' Acceptances under the Credit this Agreement, the Canadian Subsidiary Borrowers Parent Borrower shall, from time to time as required, provide to the Canadian Administrative Agent Drafts duly executed and endorsed in blank by the Canadian Subsidiary Borrowers Parent Borrower in quantities sufficient for each Canadian Dollar Revolving Lender to fulfill its obligations hereunder. In addition, the Canadian Subsidiary Borrowers Parent Borrower hereby appoint appoints each Canadian Dollar Revolving Lender or the Canadian Administrative Agent as its attorney, with respect to Bankers’ ' Acceptances for which the Canadian Subsidiary Borrowers have Parent Borrower has provided a Bankers’ ' Acceptance noticeRequest: (i) to complete and sign on behalf of the Canadian Subsidiary Parent Borrower, either manually or by facsimile or mechanical signature, the Drafts to create the Bankers’ ' Acceptances (with, in each relevant Lender's or the Canadian Dollar Lender’s Administrative Agent's discretion, the inscription “"This is a depository ▇▇▇▇ subject to the Depository Bills and Notes Act (Canada)”"); (ii) after the acceptance thereof by any Canadian Dollar LenderRevolving Lender or the Canadian Administrative Agent, to endorse on behalf of the Canadian Subsidiary Parent Borrower, either manually or by facsimile or mechanical signature, such Bankers’ ' Acceptance in favor of the applicable purchaser or endorsee thereof including, in such Canadian Dollar Revolving Lender’s 's or the Canadian Administrative Agent's discretion, such Lender or the Canadian Dollar Lender Administrative Agent or a clearing house (as defined by the Depository Bills and Notes Act (Canada)); (iii) to deliver such Bankers’ ' Acceptances to such purchaser or to deposit such Bankers’ ' Acceptances with such clearing house; and (iv) to comply with the procedures and requirements established from time to time by such Lender or the Canadian Dollar Lender Administrative Agent or such clearing house in respect of the delivery, transfer and collection of Bankers’ Acceptances bankers' acceptances and depository bills. Furthermore, while Canadian Revolving Loans, Bankers' Acceptances or Canadian Revolving Commitments are outstanding, the Canadian Administrative Agent is hereby appointed the irrevocable agent of the Parent Borrower with the power and authority to make the necessary arrangements for the negotiation, sale and delivery on the money market, in accordance with normal market practice, of Bankers' Acceptances issued hereunder. The Canadian Subsidiary Borrowers recognize Parent Borrower recognizes and agree agrees that all Bankers’ ' Acceptances signed, endorsed, delivered or deposited on its behalf by a Canadian Dollar Revolving Lender shall bind the Canadian Subsidiary Borrowers Parent Borrower as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited by the proper signing an authorized officer of the Canadian Subsidiary Parent Borrower. Each Canadian Dollar Revolving Lender is hereby authorized to accept such Drafts or issue such Bankers’ ' Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Dollar Revolving Lender in accordance with the terms of the Credit this Agreement, provided ; PROVIDED that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ ' Acceptances required to be accepted by such Canadian Dollar Revolving Lender. No Canadian Dollar Revolving Lender shall be responsible or liable for its failure to accept a Bankers’ ' Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian Subsidiary Borrowers Parent Borrower to provide duly executed and endorsed Drafts to the Canadian Administrative Agent on a timely basis, nor shall any Canadian Dollar Revolving Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument instrument, except loss or improper use arising by reason of the gross negligence or willful misconduct of such Canadian Dollar Revolving Lender, its officers, employees, agents or representatives. The Canadian Administrative Agent and each -77- Canadian Dollar Revolving Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Dollar Revolving Lender will, upon the request of the Canadian Subsidiary Parent Borrower, promptly advise the Canadian Subsidiary Borrowers relevant Borrower of the number and designation, if any, of Drafts then held by it for the Canadian Subsidiary Parent Borrower. Each Canadian Dollar Revolving Lender shall maintain a record with respect to Drafts and Bankers’ ' Acceptances (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder and (v) canceled at their respective maturities. Each Canadian Dollar Revolving Lender further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Dollar Revolving Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ ' Acceptances under the Credit this Agreement, the Canadian Subsidiary Borrowers Borrower shall, from time to time as required, provide to the Canadian Administrative Agent Drafts duly executed and endorsed in blank by the Canadian Subsidiary Borrowers Borrower in quantities sufficient for each Canadian Dollar Lender to fulfill its obligations hereunder. In addition, the Canadian Subsidiary Borrowers Borrower hereby appoint appoints each Canadian Dollar Lender as its attorney, with respect to Bankers’ ' Acceptances for which the Canadian Subsidiary Borrowers have Borrower has provided a Bankers’ ' Acceptance notice: (i) to complete and sign on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, the Drafts to create the Bankers’ ' Acceptances (with, in each Canadian Dollar Lender’s 's discretion, the inscription “"This is a depository bill ▇▇▇▇ subject ject to the Depository Bills and Notes Act (Canada)”"); (ii) after the acceptance thereof by any Canadian Dollar Lender, to endorse on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, such Bankers’ ' Acceptance in favor of the applicable purchaser or endorsee thereof including, in such Canadian Dollar Lender’s 's discretion, such Canadian Dollar Lender or a clearing house (as defined by the Depository Bills and Notes Act (Canada)); (iii) to deliver such Bankers’ ' Acceptances to such purchaser or to deposit such Bankers’ ' Acceptances with such clearing house; and (iv) to comply with the procedures and requirements established from time to time by such Canadian Dollar Lender or such clearing house in respect of the delivery, transfer and collection of Bankers’ Acceptances bankers' acceptances and depository bills. The Canadian Subsidiary Borrowers recognize Borrower recognizes and agree agrees that all Bankers’ ' Acceptances signed, endorsed, delivered or deposited on its behalf by a Canadian Dollar Lender shall bind the Canadian Subsidiary Borrowers Borrower as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited by the proper signing officer of the Canadian Subsidiary Borrower. Each Canadian Dollar Lender is hereby authorized to accept such Drafts or issue such Bankers’ ' Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Dollar Lender in accordance with the terms of the Credit this Agreement, provided that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ ' Acceptances required to be accepted by such Canadian Dollar Lender. No Canadian Dollar Lender shall be responsible or liable for its failure to accept a Bankers’ ' Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian Subsidiary Borrowers Borrower to provide duly executed and endorsed Drafts to the Canadian Administrative Agent on a timely basis, nor shall any Canadian Dollar Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such Canadian Dollar Lender, its officers, employees, agents or representatives. The Canadian Administrative Agent and each Canadian Dollar Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Dollar Lender will, upon the request of the Canadian Subsidiary Borrower, promptly advise the Canadian Subsidiary Borrowers Borrower of the number and designation, if any, of Drafts then held by it for the Canadian Subsidiary Borrower. Each Canadian Dollar Lender shall maintain a record with respect to Drafts and Bankers’ ' Acceptances (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder and (v) canceled at their respective maturities. Each Canadian Dollar Lender further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Dollar Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ ' Acceptances under the Credit this Agreement, the Canadian Subsidiary Borrowers Borrower shall, from time to time as required, provide to the Canadian Administrative Agent Drafts duly executed and endorsed in blank by the Canadian Subsidiary Borrowers Borrower in quantities sufficient for each Canadian Dollar Lender to fulfill its obligations hereunder. In addition, the Canadian Subsidiary Borrowers Borrower hereby appoint appoints each Canadian Dollar Lender as its attorney, with respect to Bankers’ ' Acceptances for which the Canadian Subsidiary Borrowers have Borrower has provided a Bankers’ ' Acceptance notice: (i) to complete and sign on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, the Drafts to create the Bankers’ ' Acceptances (with, in each Canadian Dollar Lender’s 's discretion, the inscription “"This is a depository ▇▇▇▇ subject to the Depository Bills and Notes Act (Canada)”"); (ii) after the acceptance thereof by any Canadian Dollar Lender, to endorse on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, such Bankers’ ' Acceptance in favor of the applicable purchaser or endorsee thereof including, in such Canadian Dollar Lender’s 's discretion, such Canadian Dollar Lender or a clearing house (as defined by the Depository Bills and Notes Act (Canada)); (iii) to deliver such Bankers’ ' Acceptances to such purchaser or to deposit such Bankers’ ' Acceptances with such clearing house; and (iv) to comply with the procedures and requirements established from time to time by such Canadian Dollar Lender or such clearing house in respect of the delivery, transfer and collection of Bankers’ Acceptances bankers' acceptances and depository bills. The Canadian Subsidiary Borrowers recognize Borrower recognizes and agree agrees that all Bankers’ ' Acceptances signed, endorsed, delivered or deposited on its behalf by a Canadian Dollar Lender shall bind the Canadian Subsidiary Borrowers Borrower as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited by the proper signing officer of the Canadian Subsidiary Borrower. Each Canadian Dollar Lender is hereby authorized to accept such Drafts or issue such Bankers’ ' Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Dollar Lender in accordance with the terms of the Credit this Agreement, provided PROVIDED that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ ' Acceptances required to be accepted by such Canadian Dollar Lender. No Canadian Dollar Lender shall be responsible or liable for its failure to accept a Bankers’ ' Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian Subsidiary Borrowers Borrower to provide duly executed and endorsed Drafts to the Canadian Administrative Agent on a timely basis, nor shall any Canadian Dollar Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such Canadian Dollar Lender, its officers, employees, agents or representatives. The Canadian Administrative Agent and each Canadian Dollar Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Dollar Lender will, upon the request of the Canadian Subsidiary Borrower, promptly advise the Canadian Subsidiary Borrowers Borrower of the number and designation, if any, of Drafts then held by it for the Canadian Subsidiary Borrower. Each Canadian Dollar Lender shall maintain a record with respect to Drafts and Bankers’ ' Acceptances (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder and (v) canceled at their respective maturities. Each Canadian Dollar Lender further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Dollar Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ ' Acceptances under the Credit this Agreement, the Canadian Subsidiary Borrowers shall, upon execution of this Agreement and from time to time as required, provide to the Canadian Administrative Agent Drafts bills of exchange or depository bills, in form satisfactory to the Canadian Agent, duly executed and endorsed in blank by the Canadian Subsidiary Borrowers in quantities sufficient for each Canadian Dollar Lender Bank to fulfill its obligations hereunder. In addition, the Canadian Subsidiary Borrowers hereby appoint each Canadian Dollar Lender Bank as its attorneyattorney to sign and endorse on its behalf, with respect to Bankers’ Acceptances for which the Canadian Subsidiary Borrowers have provided a Bankers’ Acceptance notice: (i) to complete and sign on behalf of the Canadian Subsidiary Borrower, either manually in handwriting or by facsimile or mechanical signature, the Drafts to create the Bankers’ Acceptances (with, in each Canadian Dollar Lender’s discretion, the inscription “This is a depository ▇▇▇▇ subject to the Depository Bills signature as and Notes Act (Canada)”); (ii) after the acceptance thereof by any Canadian Dollar Lender, to endorse on behalf of the Canadian Subsidiary Borrower, either manually or by facsimile or mechanical signature, such Bankers’ Acceptance in favor of the applicable purchaser or endorsee thereof including, in such Canadian Dollar Lender’s discretion, such Canadian Dollar Lender or a clearing house (as defined by the Depository Bills and Notes Act (Canada)); (iii) to deliver such Bankers’ Acceptances to such purchaser or to deposit such Bankers’ Acceptances with such clearing house; and (iv) to comply with the procedures and requirements established from time to time when deemed necessary by such Canadian Dollar Lender or such clearing house in respect of the deliveryBank, transfer and collection blank forms of Bankers’ Acceptances and depository bills' Acceptances. The Canadian Subsidiary Borrowers recognize and agree that all Bankers’ ' Acceptances signed, endorsed, delivered or deposited signed and/or endorsed on its behalf by a Canadian Dollar Lender Bank shall bind the Canadian Subsidiary Borrowers as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited issued by the proper signing officer officers of the Canadian Subsidiary BorrowerBorrowers. Each Canadian Dollar Lender Bank is hereby authorized to accept such Drafts or issue such Bankers’ ' Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Dollar Lender in accordance with the terms of the Credit Agreement, Bank provided that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ ' Acceptances required to be accepted by such Canadian Dollar LenderBank pursuant to clause (d) below. No Canadian Dollar Lender Bank shall be responsible or liable for its failure to accept a Bankers’ ' Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian Subsidiary Borrowers to provide duly executed and endorsed Drafts bills of exchange or depository bills to the Canadian Administrative Agent on a timely basis, basis nor shall any Canadian Dollar Lender Bank or the Canadian Agent be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such Bank or the Canadian Dollar LenderAgent, its officers, employees, agents or representatives. The Canadian Administrative Agent and each Canadian Dollar Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Dollar Lender will, upon the request of the Canadian Subsidiary Borrower, promptly advise the Canadian Subsidiary Borrowers of the number and designation, if any, of Drafts then held by it for the Canadian Subsidiary Borrower. Each Canadian Dollar Lender Bank shall maintain a record with respect to Drafts and Bankers’ ' Acceptances (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder hereunder, and (v) canceled cancelled at their respective maturities. Each Canadian Dollar Lender Bank further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Dollar LenderBank.