Common use of Bankers' Acceptances in Blank Clause in Contracts

Bankers' Acceptances in Blank. To facilitate the acceptance of Drafts under this Agreement, the Canadian Borrower shall, from time to time as required, provide to the Canadian Lenders Drafts duly executed and endorsed in blank by the Canadian Borrower in quantities sufficient for each Canadian Lender to fulfill its obligations hereunder. Each Canadian Lender is hereby authorized to accept such Drafts endorsed in blank in such face amounts as may be determined by such Canadian 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 by such Canadian Lender. No Canadian Lender shall be responsible or liable for its failure to accept a Draft if the cause of such failure is, in whole or in part, due to the failure of the Canadian Borrower to provide duly executed and endorsed Drafts to such Canadian Lender on a timely basis, nor shall any Canadian 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 Lender, its officers, employees, agents or representatives. 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 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 (A) received by it from the Canadian Borrower in blank hereunder, (B) voided by it for any reason, (C) accepted by it hereunder, (D) purchased by it hereunder and (E) canceled at their respective maturities. Each Canadian 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 Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Drafts Bankers' Acceptances under this Agreement, the Canadian Borrower shall, on the Effective Date and from time to time as required, provide to the Canadian Lenders Drafts Agent bills of exchange, in form satisfactory to the Canadian Agent, duly executed and endorsed in blank by the Canadian Borrower in quantities sufficient for each Canadian Lender Bank to fulfill its obligations hereunder. In addition, the Canadian Borrower hereby 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 Borrower recognizes and agrees that all Bankers' Acceptances signed and/or endorsed on its behalf by a Canadian Bank shall bind the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrower. Each Canadian Lender Bank is hereby authorized to accept issue such Drafts Bankers' Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Lender in accordance with the terms of this Agreement, PROVIDED 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 Lender. No Bank nor the Canadian Lender Agent shall be responsible or liable for its failure to accept a Draft Bankers' Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian Borrower to provide duly executed and endorsed Drafts bills of exchange to such the Canadian Lender Agent on a timely basis, basis nor shall any Canadian 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 LenderAgent, its officers, employees, agents or representatives. 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 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 Bank shall maintain a record with respect to Drafts and Bankers' Acceptances (Ai) received by it from the Canadian Borrower Agent in blank hereunder, (Bii) voided by it for any reason, (Ciii) accepted by it hereunder, (Div) purchased by it hereunder hereunder, and (Ev) canceled cancelled at their respective maturities. Each Canadian 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 LenderBank.

Bankers' Acceptances in Blank. To facilitate the acceptance of Drafts Bankers' Acceptances under this Credit Agreement, the Canadian Borrower 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 Lenders Drafts form of Exhibit H, duly executed and endorsed in blank by the Canadian Borrower Rival Canada in quantities sufficient for each Canadian 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, Rival Canada hereby irrevocably appoints each BA Lender as its attorney to sign and endorse on its behalf, in handwriting or by facsimile or mechanical signature, as and when deemed necessary by such BA 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. (Rival Canada shall provide each BA Lender with a certified copy of such resolution and 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 each Bankers' Acceptance signed and/or endorsed on its behalf by any BA Lender in accordance with the terms of the respective Bankers' Acceptance Notices provided to such BA Lender shall bind Rival Canada as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of Rival Canada. Each Canadian BA Lender is hereby authorized to accept issue on behalf of Rival Canada, such Drafts Bankers' Acceptances endorsed in blank in such face amounts as may be determined by specified in the Bankers' Acceptance Notice provided to such Canadian BA Lender in accordance with the terms of this Agreement, PROVIDED 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 LenderBA Lender pursuant to clause (d) below. No Canadian BA Lender shall be responsible or liable for its failure to accept a Draft Bankers' Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian Borrower Rival Canada to provide duly executed and endorsed Drafts bills of exchange to such Canadian BA Lender on a timely basis, basis nor shall any Canadian 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 BA Lender, its officers, employees, agents or representatives. Each Canadian 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 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 BA Lender shall maintain a record with respect to Drafts and Bankers' Acceptances (Ai) received by it from the Canadian Borrower Rival Canada in blank hereunder, (Bii) voided by it for any reason, (Ciii) accepted by it hereunder, (Div) purchased by it hereunder hereunder, and (Ev) canceled at their respective maturities. Each Canadian 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 BA Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance availability of Drafts under this Agreement, the Canadian Borrower shall, from time to time Bankers’ Acceptance Loans as required, provide to the Canadian Lenders Drafts duly executed and endorsed in blank contemplated by the Canadian Credit Agreement and this Schedule III, each Alternate Currency Revolving Loan Borrower that wishes to incur Bankers’ Acceptance Loans hereby appoints each Alternate Currency RL Lender which has a Primary Alternate Currency Revolving Sub-Commitment as its attorney to sign and endorse on its behalf (in quantities sufficient for each Canadian Lender accordance with a Notice of Borrowing relating to fulfill its obligations hereundera Bankers’ Acceptance), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Alternate Currency Revolving Loan Borrower, Drafts in the form requested by such Lender. Each Canadian such Alternate Currency RL Lender shall maintain an adequate supply of blank Drafts for acceptance under the Credit Agreement and this Schedule III. Each of the Borrowers recognizes and agrees that all Bankers’ Acceptances signed and/or endorsed by an Alternate Currency RL Lender on behalf of the Borrowers shall bind the Borrowers as fully and effectually as if signed in the handwriting of and duly issued by an Authorized Officer of the Borrowers. Each Alternate Currency RL Lender which has a Primary Alternate Currency Revolving Sub-Commitment is hereby authorized (in accordance with a Notice of Borrowing related to accept such Drafts Bankers’ Acceptance) to issue such Bankers’ Acceptances endorsed in blank in such face amounts Face Amounts as may be determined by such Canadian Lender in accordance with the terms of this AgreementAlternate Currency RL Lender, 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 Alternate Currency RL Lender. No Canadian Alternate Currency RL Lender shall be responsible or liable for its failure to accept a Draft Bankers’ Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian any Alternate Currency Revolving Loan Borrower to provide duly executed and endorsed Drafts to such Canadian Alternate Currency RL Lender on a timely basis, nor shall any Canadian Alternate Currency RL 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 to the extent same has been finally judicially determined to have arisen by reason of the gross negligence negligence, bad faith or willful misconduct of such Canadian Lender, Alternate Currency RL Lender or its officers, employees, agents Related Parties or representativesbreach of the terms of the Credit Agreement or this Schedule III. Each Canadian Alternate Currency RL 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 which has a Primary Alternate Currency Revolving Sub-Commitment shall maintain a record with respect to Drafts and Bankers' ’ Acceptances (Ai) received by it from the Canadian Alternate Currency Revolving Loan Borrower in blank hereunder, (Bii) voided by it for any reason, (Ciii) accepted by it hereunder, (Div) purchased by it hereunder hereunder, and (Ev) canceled at their respective maturitiesmaturity dates. Each Canadian On request by or on behalf of each Borrower, an Alternate Currency RL Lender further agrees shall cancel all forms of Bankers’ Acceptance which have been pre-signed or pre-endorsed on behalf of such Borrower and which are held by such Alternate Currency RL Lender and are not required to retain be issued in accordance with any Notice of Borrowing made by such records Borrower in respect of a Bankers’ Acceptance. Alternatively, at the request of any Alternate Currency RL Lender which has a Primary Alternate Currency Revolving Sub-Commitment, each Alternate Currency Revolving Loan Borrower shall deliver to such Alternate Currency RL Lender a “depository note” which complies with the requirements of the Depository Bills and Notes Act (Canada), and hereby consents to the deposit of any Bankers’ Acceptance in the manner and for the statutory periods provided form of a depository note in the various book-based debt clearance system maintained by the Canadian provincial Depository of Securities Limited or federal statutes and regulations which apply to other recognized clearing house. In such Canadian Lendercircumstances, the delivery of Bankers’ Acceptances shall be governed by the clearance procedures established thereunder.

Bankers' Acceptances in Blank. To facilitate the acceptance of Drafts Bankers' Acceptances under this Agreement, the Canadian Borrower Borrowers shall, upon execution of this Agreement and from time to time as required, provide to the Canadian Lenders Drafts Agent bills of exchange or depository bills, in form satisfactory to the Canadian Agent, duly executed and endorsed in blank by the Canadian Borrower Borrowers in quantities sufficient for each Canadian Lender 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 Lender Bank is hereby authorized to accept issue such Drafts Bankers' Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Lender in accordance with the terms of this Agreement, PROVIDED 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 LenderBank pursuant to clause (d) below. No Canadian Lender Bank shall be responsible or liable for its failure to accept a Draft Bankers' Acceptance if the cause of such failure is, in whole or in part, due to the failure of the Canadian Borrower Borrowers to provide duly executed and endorsed Drafts bills of exchange or depository bills to such the Canadian Lender Agent on a timely basis, basis nor shall any Canadian 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 LenderAgent, its officers, employees, agents or representatives. 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 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 Bank shall maintain a record with respect to Drafts and Bankers' Acceptances (Ai) received by it from the Canadian Borrower Agent in blank hereunder, (Bii) voided by it for any reason, (Ciii) accepted by it hereunder, (Div) purchased by it hereunder hereunder, and (Ev) canceled cancelled at their respective maturities. Each Canadian 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 LenderBank.