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 Borrower shall, on the Effective Date and from time to time as required, provide to the Canadian 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 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 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 by such Bank pursuant to clause (d) below. 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 Borrower to provide duly executed and endorsed bills of exchange 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 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 Bank.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers' Acceptances Drafts under this Agreement, the Canadian Borrower shall, on the Effective Date and from time to time as required, provide to the Canadian Agent bills of exchange, in form satisfactory to the Canadian Agent, Lenders Drafts duly executed and endorsed in blank by the Canadian Borrower in quantities sufficient for each Canadian Bank Lender 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 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 by such Bank pursuant to clause (d) belowCanadian Lender. Neither any No Canadian Bank nor the Canadian Agent 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 Borrower to provide duly executed and endorsed bills of exchange 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 BankCanadian Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers' Acceptances under this Credit Agreement, the Canadian Borrower Rival Canada shall, on the Effective Closing Date and from time to time as required, provide to the Canadian Agent each BA Lender bills of exchange, in the form satisfactory to the Canadian Agentof Exhibit H, duly executed and endorsed in blank by the Canadian Borrower 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 Borrower Rival Canada hereby 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 Borrower (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 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 Borrower Rival Canada as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian BorrowerRival 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 by such Bank BA Lender pursuant to clause (d) below. Neither any Canadian Bank nor the Canadian Agent No 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 Borrower Rival Canada to provide duly executed and endorsed bills of exchange 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 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 BankBA Lender.

Bankers' Acceptances in Blank. To facilitate the acceptance availability of Bankers' Acceptances under this Agreement, the Canadian Borrower shall, on the Effective Date and from time to time ’ Acceptance Loans as required, provide to the Canadian Agent bills of exchange, in form satisfactory to the Canadian Agent, duly executed and endorsed in blank contemplated by the Canadian Credit Agreement and this Schedule III, each Alternate Currency Revolving Loan Borrower in quantities sufficient for each Canadian Bank that wishes to fulfill its obligations hereunder. In addition, the Canadian Borrower incur Bankers’ Acceptance Loans hereby appoints each Canadian Bank Alternate Currency RL Lender which has a Primary Alternate Currency Revolving Sub-Commitment as its attorney to sign and endorse on its behalfbehalf (in accordance with a Notice of Borrowing relating to a Bankers’ Acceptance), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Canadian BankAlternate Currency Revolving Loan Borrower, Drafts in the form requested by such Lender. Each such Alternate Currency RL Lender shall maintain an adequate supply of blank forms Drafts for acceptance under the Credit Agreement and this Schedule III. Each of Bankers' Acceptances. The Canadian Borrower the Borrowers recognizes and agrees that all Bankers' ’ Acceptances signed and/or endorsed by an Alternate Currency RL Lender on its behalf by a Canadian Bank of the Borrowers shall bind the Canadian Borrower Borrowers as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers an Authorized Officer of the Canadian BorrowerBorrowers. Each Canadian Bank 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 such Bankers’ Acceptance) to issue such Bankers' ’ Acceptances endorsed in blank in such face amounts Face Amounts as may be determined by such Canadian Bank Alternate Currency RL Lender, provided that the aggregate amount thereof is equal to the aggregate amount of Bankers' ’ Acceptances required to be accepted by such Bank pursuant to clause (d) belowAlternate Currency RL Lender. Neither any Canadian Bank nor the Canadian Agent No Alternate Currency RL 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 any Alternate Currency Revolving Loan Borrower to provide duly executed and endorsed bills of exchange Drafts to the Canadian Agent such Alternate Currency RL Lender on a timely basis basis, nor shall any Canadian Bank or the Canadian Agent 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 negligence gross negligence, bad faith or willful misconduct of such Bank Alternate Currency RL Lender or its Related Parties or breach of the Canadian Agent, its officers, employees, agents terms of the Credit Agreement or representativesthis Schedule III. Each Canadian Bank Alternate Currency RL Lender which has a Primary Alternate Currency Revolving Sub-Commitment shall maintain a record with respect to Bankers' ’ Acceptances (i) received by it from the Canadian Agent Alternate Currency Revolving Loan Borrower 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 maturitiesmaturity dates. Each Canadian Bank further agrees On request by or on behalf of each Borrower, an Alternate Currency RL Lender 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 Bankcircumstances, the delivery of Bankers’ Acceptances shall be governed by the clearance procedures established thereunder.

Bankers' Acceptances in Blank. To facilitate the acceptance of Bankers' Acceptances under this Agreement, the Canadian Borrower Borrowers shall, on the Effective Date upon execution of this Agreement and from time to time as required, provide to the Canadian Agent bills of exchangeexchange 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 Bank to fulfill its obligations hereunder. In addition, the Canadian Borrower Borrowers hereby appoints 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 Borrower recognizes Borrowers recognize and agrees agree that all Bankers' Acceptances signed and/or endorsed on its behalf by a Canadian Bank shall bind the Canadian Borrower Borrowers as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian BorrowerBorrowers. 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 by such Bank pursuant to clause (d) below. Neither any No 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 Borrower 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.