Common use of Bankers' Acceptances in Blank Clause in Contracts

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ Acceptances under this Agreement, the Canadian Borrowers shall, upon execution of this Agreement and from time to time as required, provide to the Canadian Agent bills of exchange or depository bills, in form satisfactory to the Canadian Agent, duly executed and endorsed in blank by the Canadian Borrowers in quantities sufficient for each Canadian Bank to fulfill its obligations hereunder. In addition, the Canadian Borrowers hereby appoint each Canadian Bank 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 Bank, blank forms of Bankers’ Acceptances. The Canadian Borrowers recognize and agree that all Bankers’ Acceptances signed and/or endorsed on its behalf by a Canadian Bank shall bind the Canadian Borrowers as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrowers. Each Canadian Bank is hereby authorized to issue such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Bank; provided that the aggregate amount thereof is equal to the aggregate amount of Bankers’ Acceptances required to be accepted and purchased by such Bank pursuant to clause (d) below. No Canadian 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 Borrowers to provide duly executed and endorsed bills of exchange or depository bills to the Canadian Agent on a timely basis nor shall any Canadian 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 Agent, its officers, employees, agents or representatives. Each Canadian Bank shall maintain a record with respect to Bankers’ Acceptances (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder, and (v) cancelled at their respective maturities. Each Canadian 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 Bank.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ Acceptances under this the Credit Agreement, the Canadian Subsidiary Borrowers shall, upon execution of this Agreement and from time to time as required, provide to the Canadian Administrative Agent bills of exchange or depository bills, in form satisfactory to the Canadian Agent, Drafts duly executed and endorsed in blank by the Canadian Subsidiary Borrowers in quantities sufficient for each Canadian Bank Dollar Lender to fulfill its obligations hereunder. In addition, the Canadian Subsidiary Borrowers hereby appoint each Canadian Bank Dollar Lender as its attorney attorney, with respect to Bankers’ Acceptances for which the Canadian Subsidiary Borrowers have provided a Bankers’ Acceptance notice: (i) to complete and sign and endorse on its behalfbehalf of the Canadian Subsidiary Borrower, in handwriting either manually or by facsimile or mechanical signature signature, the Drafts to create the Bankers’ Acceptances (with, in each Canadian Dollar Lender’s discretion, the inscription “This is a depository xxxx 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 when deemed necessary 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 BankDollar Lender or such clearing house in respect of the delivery, blank forms transfer and collection of Bankers’ AcceptancesAcceptances and depository bills. The Canadian Subsidiary Borrowers recognize and agree that all Bankers’ Acceptances signed and/or endorsed signed, endorsed, delivered or deposited on its behalf by a Canadian Bank Dollar Lender shall bind the Canadian Subsidiary Borrowers as fully and effectually as if signed in the handwriting of and duly issued issued, delivered or deposited by the proper signing officers officer of the Canadian BorrowersSubsidiary Borrower. Each Canadian Bank 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 Bank; 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 and purchased by such Bank pursuant to clause (d) belowCanadian Dollar Lender. No Canadian Bank 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 bills of exchange or depository bills Drafts to the Canadian Administrative Agent on a timely basis basis, nor shall any Canadian Bank or the Canadian Agent 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 Bank or the Canadian AgentDollar 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 Bank 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, hereunder and (v) cancelled canceled at their respective maturities. Each Canadian Bank 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 BankDollar Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ ' Acceptances under this Agreement, the Canadian Borrowers Borrower shall, upon execution of this Agreement and from time to time as required, provide to the Canadian Administrative Agent bills of exchange or depository bills, in form satisfactory to the Canadian Agent, Drafts duly executed and endorsed in blank by the Canadian Borrowers Borrower in quantities sufficient for each Canadian Bank Lender to fulfill its obligations hereunder. In addition, the Canadian Borrowers Borrower hereby appoint appoints each Canadian Bank Lender as its attorney attorney, with respect to Bankers' Acceptances for which the Canadian Borrower has provided a Bankers' Acceptance notice: (i) to complete and sign and endorse on its behalfbehalf of the Canadian Borrower, in handwriting either manually or by facsimile or mechanical signature signature, the Drafts to create the Bankers' Acceptances (with, in each Canadian Lender's discretion, the inscription "This is a depository bill xxxject to the Depository Bills and Notes Act (Canada)"); (ii) after the acceptance thereof by any Canadian Lender, to endorse on behalf of the Canadian 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 Lender's discretion, such Canadian Lender or a clearing house (as defined by the Depository Bills and when deemed necessary 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 BankLender or such clearing house in respect of the delivery, blank forms transfer and collection of Bankers’ Acceptancesbankers' acceptances and depository bills. The Canadian Borrowers recognize Borrower recognizes and agree agrees that all Bankers’ ' Acceptances signed and/or endorsed signed, endorsed, delivered or deposited on its behalf by a Canadian Bank Lender shall bind the Canadian Borrowers Borrower as fully and effectually as if signed in the handwriting of and duly issued issued, delivered or deposited by the proper signing officers officer of the Canadian BorrowersBorrower. Each Canadian Bank 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 Bank; Lender in accordance with the terms of this Agreement, 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 Bank pursuant to clause (d) belowCanadian Lender. No Canadian Bank 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 Borrowers Borrower to provide duly executed and endorsed bills of exchange or depository bills Drafts to the Canadian Administrative Agent on a timely basis basis, nor shall any Canadian Bank or the Canadian Agent 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 Bank or the Canadian AgentLender, its officers, employees, agents or representatives. The Canadian Administrative Agent and each Canadian 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 Bank Lender will, upon the request of the Canadian Borrower, promptly advise the Canadian Borrower of the number and designation, if any, of Drafts then held by it for the Canadian Borrower. Each Canadian 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, hereunder and (v) cancelled canceled at their respective maturities. Each Canadian Bank 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 BankLender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ Acceptances Drafts under this Agreement, the Canadian Borrowers Borrower shall, upon execution of this Agreement and from time to time as required, provide to the Canadian Agent bills of exchange or depository bills, in form satisfactory to the Canadian Agent, Lenders Drafts duly executed and endorsed in blank by the Canadian Borrowers Borrower in quantities sufficient for each Canadian Bank Lender to fulfill its obligations hereunder. In addition, the Canadian Borrowers hereby appoint each Canadian Bank 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 Bank, blank forms of Bankers’ Acceptances. The Canadian Borrowers recognize and agree that all Bankers’ Acceptances signed and/or endorsed on its behalf by a Canadian Bank shall bind the Canadian Borrowers as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrowers. Each Canadian Bank Lender is hereby authorized to issue accept such Bankers’ Acceptances Drafts endorsed in blank in such face amounts as may be determined by such Canadian Bank; Lender in accordance with the terms of this Agreement, 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 Bank pursuant to clause (d) belowCanadian Lender. No Canadian Bank 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 Borrowers Borrower to provide duly executed and endorsed bills of exchange or depository bills Drafts to the such Canadian Agent Lender on a timely basis basis, nor shall any Canadian Bank or the Canadian Agent 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 Bank or the Canadian AgentLender, its officers, employees, agents or representatives. Each Canadian Bank 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 Lender will, upon the request of the Canadian Borrower, promptly advise the Canadian Borrower of the number and designation, if any, of Drafts then held by it for the Canadian Borrower. Each Canadian Lender shall maintain a record with respect to Drafts and Bankers’ Acceptances (iA) received by it from the Canadian Agent Borrower in blank hereunder, (iiB) voided by it for any reason, (iiiC) accepted by it hereunder, (ivD) purchased by it hereunder, hereunder and (vE) cancelled canceled at their respective maturities. Each Canadian Bank 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 BankLender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ ' Acceptances under this Agreement, the Canadian Borrowers Borrower shall, upon execution of this Agreement and from time to time as required, provide to the Canadian Administrative Agent bills of exchange or depository bills, in form satisfactory to the Canadian Agent, Drafts duly executed and endorsed in blank by the Canadian Borrowers Borrower in quantities sufficient for each Canadian Bank Lender to fulfill its obligations hereunder. In addition, the Canadian Borrowers Borrower hereby appoint appoints each Canadian Bank Lender as its attorney attorney, with respect to Bankers' Acceptances for which the Canadian Borrower has provided a Bankers' Acceptance notice: (i) to complete and sign and endorse on its behalfbehalf of the Canadian Borrower, in handwriting either manually or by facsimile or mechanical signature signature, the Drafts to create the Bankers' Acceptances (with, in each Canadian Lender's discretion, the inscription "This is a depository xxxx subject to the Depository Bills and Notes Act (Canada)"); (ii) after the acceptance thereof by any Canadian Lender, to endorse on behalf of the Canadian 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 Lender's discretion, such Canadian Lender or a clearing house (as defined by the Depository Bills and when deemed necessary 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 BankLender or such clearing house in respect of the delivery, blank forms transfer and collection of Bankers’ Acceptancesbankers' acceptances and depository bills. The Canadian Borrowers recognize Borrower recognizes and agree agrees that all Bankers’ ' Acceptances signed and/or endorsed signed, endorsed, delivered or deposited on its behalf by a Canadian Bank Lender shall bind the Canadian Borrowers Borrower as fully and effectually as if signed in the handwriting of and duly issued issued, delivered or deposited by the proper signing officers officer of the Canadian BorrowersBorrower. Each Canadian Bank 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 Bank; provided Lender in accordance with the terms of this Agreement, 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 Bank pursuant to clause (d) belowCanadian Lender. No Canadian Bank 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 Borrowers Borrower to provide duly executed and endorsed bills of exchange or depository bills Drafts to the Canadian Administrative Agent on a timely basis basis, nor shall any Canadian Bank or the Canadian Agent 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 Bank or the Canadian AgentLender, its officers, employees, agents or representatives. The Canadian Administrative Agent and each Canadian 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 Bank Lender will, upon the request of the Canadian Borrower, promptly advise the Canadian Borrower of the number and designation, if any, of Drafts then held by it for the Canadian Borrower. Each Canadian 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, hereunder and (v) cancelled canceled at their respective maturities. Each Canadian Bank 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 BankLender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ ' Acceptances under this Agreement, the Canadian Borrowers shall, upon execution of this Agreement and from time to time as required, provide to the Canadian Agent bills of exchange or depository bills, in form satisfactory to the Canadian Agent, duly executed and endorsed in blank by the Canadian Borrowers in quantities sufficient for each Canadian Bank to fulfill its obligations hereunder. In addition, the Canadian Borrowers hereby appoint each Canadian Bank 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 Bank, blank forms of Bankers’ ' Acceptances. The Canadian Borrowers recognize and agree that all Bankers’ ' Acceptances signed and/or endorsed on its behalf by a Canadian Bank shall bind the Canadian Borrowers as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrowers. Each Canadian Bank is hereby authorized to issue such Bankers’ ' Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Bank; Bank provided that the aggregate amount thereof is equal to the aggregate amount of Bankers’ ' Acceptances required to be accepted and purchased by such Bank pursuant to clause (d) below. No Canadian 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 Borrowers to provide duly executed and endorsed bills of exchange or depository bills to the Canadian Agent on a timely basis nor shall any Canadian 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 Agent, its officers, employees, agents or representatives. Each Canadian Bank shall maintain a record with respect to Bankers’ ' Acceptances (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder, and (v) cancelled at their respective maturities. Each Canadian 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 Bank.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ ' Acceptances under this Agreement, the Canadian Borrowers Borrower shall, upon execution of this Agreement on the Effective Date and from time to time as required, provide to the Canadian Agent bills of exchange or depository billsexchange, in form satisfactory to the Canadian Agent, duly executed and endorsed in blank by the Canadian Borrowers Borrower in quantities sufficient for each Canadian Bank to fulfill its obligations hereunder. In addition, the Canadian Borrowers Borrower hereby appoint appoints each Canadian Bank 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 Bank, blank forms of Bankers’ ' Acceptances. The Canadian Borrowers recognize Borrower recognizes and agree agrees that all Bankers’ ' Acceptances signed and/or endorsed on its behalf by a Canadian Bank shall bind the Canadian Borrowers Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian BorrowersBorrower. Each Canadian Bank is hereby authorized to issue such Bankers’ ' Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Bank; Bank provided that the aggregate amount thereof is equal to the aggregate amount of Bankers’ ' Acceptances required to be accepted and purchased by such Bank pursuant to clause (d) below. No Neither any Canadian Bank nor the Canadian 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 Borrowers Borrower to provide duly executed and endorsed bills of exchange or depository bills to the Canadian Agent on a timely basis nor shall any Canadian 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 Agent, its officers, employees, agents or representatives. Each Canadian Bank shall maintain a record with respect to Bankers’ ' Acceptances (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder, and (v) cancelled at their respective maturities. Each Canadian 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 Bank.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ ' Acceptances under this Credit Agreement, the Canadian Borrowers Rival Canada shall, upon execution of this Agreement on the Closing Date and from time to time as required, provide to the Canadian Agent each BA Lender bills of exchange or depository billsexchange, in the form satisfactory to the Canadian Agentof Exhibit H, duly executed and endorsed in blank by the Canadian Borrowers Rival Canada in quantities sufficient for each Canadian Bank 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 Borrowers Rival Canada hereby appoint irrevocably appoints each Canadian Bank BA Lender as its attorney to sign and endorse on its behalf, in handwriting or by facsimile or mechanical signature signature, as and when deemed necessary by such Canadian BankBA Lender and in accordance with the Bankers' Acceptance Notices submitted from time to time in accordance with this ss.2A and signed by officers or employees of Rival Canada who are authorized by resolution of the directors of Rival Canada to so instruct such BA Lender, blank forms of Bankers’ ' Acceptances. The Canadian Borrowers recognize (Rival Canada shall provide each BA Lender with a certified copy of such resolution and agree 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 agrees that all each Bankers’ Acceptances ' Acceptance signed and/or endorsed on its behalf by a Canadian Bank any BA Lender in accordance with the terms of the respective Bankers' Acceptance Notices provided to such BA Lender shall bind the Canadian Borrowers Rival Canada as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian BorrowersRival Canada. Each Canadian Bank BA Lender is hereby authorized to 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 Bank; BA Lender with respect thereto provided that the aggregate amount thereof is equal to the aggregate amount of Bankers’ ' Acceptances required to be accepted and purchased by such Bank BA Lender pursuant to clause (d) below. No Canadian Bank 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 Borrowers Rival Canada to provide duly executed and endorsed bills of exchange or depository bills to the Canadian Agent such BA Lender on a timely basis nor shall any Canadian Bank or the Canadian Agent 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 Bank or the Canadian AgentBA Lender, its officers, employees, agents or representatives. Rival Canada agrees that no BA Lender shall incur any liability to Rival Canada in completing such draft forms of Bankers' Acceptances when acting reasonably in 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 Rival Canada. Each Canadian Bank BA Lender shall maintain a record with respect to Bankers’ ' Acceptances (i) received by it from the Canadian Agent Rival Canada in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder, and (v) cancelled canceled at their respective maturities. Each Canadian Bank 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 BankBA Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ Acceptances Drafts under this Agreement, the Canadian Borrowers Borrower shall, upon execution of this Agreement and from time to time as required, provide to the Canadian Agent bills of exchange or depository bills, in form satisfactory to the Canadian Agent, Lenders Drafts duly executed and endorsed in blank by the Canadian Borrowers Borrower in quantities sufficient for each Canadian Bank Lender to fulfill its obligations hereunder. In addition, the Canadian Borrowers hereby appoint each Canadian Bank 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 Bank, blank forms of Bankers’ Acceptances. The Canadian Borrowers recognize and agree that all Bankers’ Acceptances signed and/or endorsed on its behalf by a Canadian Bank shall bind the Canadian Borrowers as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrowers. Each Canadian Bank Lender is hereby authorized to issue accept such Bankers’ Acceptances Drafts endorsed in blank in such face amounts as may be determined by such Canadian Bank; provided Lender in accordance with the terms of this Agreement, 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 Bank pursuant to clause (d) belowCanadian Lender. No Canadian Bank 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 Borrowers Borrower to provide duly executed and endorsed bills of exchange or depository bills Drafts to the such Canadian Agent Lender on a timely basis basis, nor shall any Canadian Bank or the Canadian Agent 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 Bank or the Canadian AgentLender, its officers, employees, agents or representatives. Each Canadian Bank 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 Lender will, upon the request of the Canadian Borrower, promptly advise the Canadian Borrower of the number and designation, if any, of Drafts then held by it for the Canadian Borrower. Each Canadian Lender shall maintain a record with respect to Drafts and Bankers’ ' Acceptances (iA) received by it from the Canadian Agent Borrower in blank hereunder, (iiB) voided by it for any reason, (iiiC) accepted by it hereunder, (ivD) purchased by it hereunder, hereunder and (vE) cancelled canceled at their respective maturities. Each Canadian Bank 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 BankLender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ ' Acceptances under this Agreement, the Canadian Borrowers Parent Borrower shall, upon execution of this Agreement and from time to time as required, provide to the Canadian Administrative Agent bills of exchange or depository bills, in form satisfactory to the Canadian Agent, Drafts duly executed and endorsed in blank by the Canadian Borrowers Parent Borrower in quantities sufficient for each Canadian Bank Revolving Lender to fulfill its obligations hereunder. In addition, the Canadian Borrowers Parent Borrower hereby appoint appoints each Canadian Bank Revolving Lender or the Canadian Administrative Agent as its attorney attorney, with respect to Bankers' Acceptances for which the Parent Borrower has provided a Bankers' Acceptance Request: (i) to complete and sign and endorse on its behalfbehalf of the Parent Borrower, in handwriting either manually or by facsimile or mechanical signature signature, the Drafts to create the Bankers' Acceptances (with, in each relevant Lender's or the Canadian Administrative Agent's discretion, the inscription "This is a depository xxxx subject to the Depository Bills and Notes Act (Canada)"); (ii) after the acceptance thereof by any Canadian Revolving Lender or the Canadian Administrative Agent, to endorse on behalf of the 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 Revolving Lender's or the Canadian Administrative Agent's discretion, such Lender or the Canadian Administrative Agent or a clearing house (as defined by the Depository Bills and when deemed necessary 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 BankAdministrative Agent or such clearing house in respect of the delivery, blank forms transfer and collection of 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' Acceptances issued hereunder. The Canadian Borrowers recognize Parent Borrower recognizes and agree agrees that all Bankers’ ' Acceptances signed and/or endorsed signed, endorsed, delivered or deposited on its behalf by a Canadian Bank Revolving Lender shall bind the Canadian Borrowers Parent Borrower as fully and effectually as if signed in the handwriting of and duly issued issued, delivered or deposited by the proper signing officers an authorized officer of the Canadian BorrowersParent Borrower. Each Canadian Bank 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 BankRevolving Lender in accordance with the terms of 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 and purchased by such Bank pursuant to clause (d) belowCanadian Revolving Lender. No Canadian Bank 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 Borrowers Parent Borrower to provide duly executed and endorsed bills of exchange or depository bills Drafts to the Canadian Administrative Agent on a timely basis basis, nor shall any Canadian Bank or the Canadian Agent 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 Bank or Canadian Revolving Lender. The Canadian Administrative Agent and each -77- Canadian Revolving Lender shall exercise such care in the Canadian Agent, its officers, employees, agents or representativescustody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Bank Revolving Lender will, upon the request of the Parent Borrower, promptly advise the relevant Borrower of the number and designation, if any, of Drafts then held by it for the Parent Borrower. Each Canadian 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, hereunder and (v) cancelled canceled at their respective maturities. Each Canadian Bank 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 BankRevolving Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ Acceptances under this Agreement, the Canadian Borrowers Borrower shall, upon execution of this Agreement and from time to time as required, provide to the Canadian Agent bills of exchange or depository bills, in form satisfactory to the Canadian Agent, Fronting Lender Drafts duly executed and endorsed in blank by the Canadian Borrowers Borrower in quantities sufficient for each the Canadian Bank Fronting Lender to fulfill its obligations hereunder. In addition, the Canadian Borrowers Borrower hereby appoint each appoints the Canadian Bank Fronting Lender as its attorney with respect to Bankers’ Acceptances for which the Canadian Borrower has provided a Bankers’ Acceptance notice: (i) to complete and sign and endorse on its behalfbehalf of the Canadian Borrower, in handwriting either manually or by facsimile or mechanical signature as and when deemed necessary by such Canadian Banksignature, blank forms of the Drafts to create the Bankers’ AcceptancesAcceptances (with, in the Canadian Fronting Lender’s discretion, the inscription “This is a depository xxxx subject to the Depository Bills and Notes Act (Canada)”); (ii) after the acceptance thereof by the Canadian Fronting Lender, to endorse on behalf of the Canadian Borrower, either manually or by facsimile or mechanical signature, such Bankers’ Acceptance in favor of the applicable purchaser or endorsee thereof including, in the Canadian Fronting Lender’s discretion, the Canadian 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 the Canadian Fronting Lender or such clearing house in respect of the delivery, transfer and collection of bankers’ acceptances and depository bills. The Canadian Borrowers recognize Borrower recognizes and agree agrees that all Bankers’ Acceptances signed and/or endorsed signed, endorsed, delivered or deposited on its behalf by a the Canadian Bank Fronting Lender shall bind the Canadian Borrowers Borrower as fully and effectually as if signed in the handwriting of and duly issued issued, delivered or deposited by the proper signing officers officer of the Canadian BorrowersBorrower. Each The Canadian Bank 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 Bank; Fronting Lender in accordance with the terms of this Agreement, 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 Bank pursuant to clause (d) belowthe Canadian Fronting Lender. No The Canadian Bank 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 Borrowers Borrower to provide duly executed and endorsed bills of exchange or depository bills Drafts to the Canadian Agent Fronting Lender on a timely basis basis, nor shall any Canadian Bank or the Canadian Agent 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 Bank or the Canadian AgentFronting Lender, its officers, employees, agents or representatives. Each The Canadian Bank 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. The Canadian Fronting Lender will, upon the request of the Canadian Borrower, promptly advise the Canadian Borrower of the number and designation, if any, of Drafts then held by it for the Canadian Borrower. The Canadian Fronting Lender shall maintain a record with respect to Drafts and Bankers’ Acceptances (i) received by it from the Canadian Agent Borrower in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder, hereunder and (v) cancelled canceled at their respective maturities. Each The Canadian Bank 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 BankFronting Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers’ ' Acceptances under this Agreement, the Canadian Borrowers Borrower shall, upon execution of this Agreement and from time to time as required, provide to the each Canadian Agent bills of exchange or depository bills, in form satisfactory to the Canadian Agent, Lender Drafts duly executed and endorsed in blank by the Canadian Borrowers Borrower in quantities sufficient for each such Canadian Bank Lender to fulfill its obligations hereunder. In addition, the Canadian Borrowers Borrower hereby appoint appoints each Canadian Bank Lender as its attorney attorney-in-fact with respect to Bankers' Acceptances for which the Canadian Borrower has provided a Bankers' Acceptance notice through the Canadian Administrative Agent: (i) to complete and sign and endorse on its behalfbehalf of the Canadian Borrower, in handwriting either manually or by facsimile or mechanical signature as and when deemed necessary signature, the Drafts to create the Bankers' Acceptances; (ii) after the acceptance thereof by such Canadian BankLender, blank forms to endorse on behalf of the Canadian Borrower, either manually or by facsimile or mechanical signature, such Bankers’ Acceptances' Acceptance in favor of the applicable purchaser or endorsee thereof including, in such Canadian Lender's discretion, such Canadian 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 Lender or such clearing house, if applicable, in respect of the delivery, transfer and collection of bankers' acceptances and depository bills. The Canadian Borrowers recognize Borrower recognizes and agree agrees that all Bankers’ ' Acceptances signed and/or endorsed signed, endorsed, delivered or deposited on its behalf by a any Canadian Bank Lender shall bind the Canadian Borrowers Borrower as fully and effectually as if signed in the handwriting of and duly issued issued, delivered or deposited by the proper signing officers officer of the Canadian BorrowersBorrower. Each Canadian Bank 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 Bank; Lender in accordance with the terms of this Agreement, 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 Bank pursuant to clause (d) belowCanadian Lender. No Canadian Bank 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 Borrowers Borrower to provide duly executed and endorsed bills of exchange or depository bills Drafts to the such Canadian Agent Lender on a timely basis basis, nor shall any Canadian Bank or the Canadian Agent 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 Bank or the Canadian AgentLender, its officers, employees, agents or representativesrepresentatives as determined in the final judgment of a court of competent jurisdiction. Each Canadian Bank 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 Lender will, upon the request of the Canadian Borrower, promptly advise the Canadian Borrower of the number and designation, if any, of Drafts then held by it for the Canadian Borrower. Each Canadian Lender shall maintain a record with respect to Drafts and Bankers’ ' Acceptances (i) received by it from the Canadian Agent Borrower in blank hereunder, (ii) voided by it for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder, hereunder and (v) cancelled canceled at their respective maturities. Each Canadian Bank 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 BankLender.