Common use of General Mechanics Clause in Contracts

General Mechanics. (a) By 10:00 a.m. (Calgary time) on the applicable Drawdown Date, Conversion Date or Rollover Date involving an issuance of Bankers’ Acceptances, the Borrower shall be deemed to have authorized each Lender, other than any Lender that is a Non-BA Lender, to sign and complete on behalf of the Borrower (if the power of attorney referred to in Section 4.4(a) remains in force with respect to such Lender), and accept Drafts drawn by the Borrower on such Lender in a principal amount determined in accordance with Section 4.3(b). (b) Upon receipt by the Agent of a Notice of Drawdown or Notice of Rollover/Conversion from the Borrower requesting an issuance of Bankers’ Acceptances, the Agent shall promptly notify the Lenders thereof and advise each Lender of the aggregate face amount of Bankers’ Acceptances to be accepted by such Lender, the date of issue, the term, the Discount Proceeds and Stamping Fee in respect of the Bankers’ Acceptances to be accepted by such Lender. The allocation among the Lenders of the face amounts of Bankers’ Acceptances to be accepted by each Lender shall be determined by the Agent based on such Lender’s Pro Rata Share thereof; provided that, when such allocation cannot be evenly made, such allocation shall be rounded by the Agent in its discretion in accordance with its normal money market practices. (c) On each Drawdown Date, Rollover Date or Conversion Date involving an issuance of Bankers’ Acceptances, each Lender, other than any Lender that is a Non-BA Lender, shall complete and accept, in accordance with the Notice of Drawdown or Notice of Rollover/Conversion delivered by the Borrower and advised by the Agent in connection with such issue, a Draft in an amount determined in accordance with Section 4.3(b) and shall purchase such Bankers’ Acceptances for its own account at a purchase price which reflects the Discount Rate applicable to such issue. (d) On each Drawdown Date involving the issuance of Bankers’ Acceptances, each Lender, other than any Lender that is a Non-BA Lender, shall, for same day value on the Drawdown Date, remit the Discount Proceeds payable by such Lender (net of the Stamping Fee payable to such Lender pursuant to Section 3.1(d)) to the Agent for the account of the Borrower; and the Agent shall credit such funds to the Designated Account for same day value on such date. (e) In respect of any Rollover of Bankers’ Acceptances, in order to satisfy the continuing liability of the Borrower to a Lender for the face amount of maturing Bankers’ Acceptances accepted by such Lender, such Lender shall receive and retain for its own account the Discount Proceeds of new Bankers’ Acceptances issued on such Rollover, and the Borrower shall on the maturity date of the Bankers’ Acceptances being rolled over pay to the Agent for the account of such Lender an amount equal to the difference between the face amount of the maturing Bankers’ Acceptances and the Discount Proceeds from the new Bankers’ Acceptances, together with the Stamping Fee payable to such Lender pursuant to Section 3.1(d). (f) In respect of any Conversion into Bankers’ Acceptances, in order to satisfy the continuing liability of the Borrower to the Lenders for the amount of the converted Accommodation, each Lender, other than any Lender that is a Non-BA Lender, shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the Borrower shall on the Conversion Date pay to the Agent for the account of the Lenders an amount equal to the difference between the principal amount of the converted Accommodation and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the Stamping Fees payable to the Lenders pursuant to Section 3.1(d). (g) Each Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it for its own account.

General Mechanics. (a) By 10:00 a.m. (Calgary time) on the applicable Drawdown Date, Conversion Date or Rollover Date involving an issuance of Bankers’ ' Acceptances, the Borrower shall be deemed to have authorized each Lender, other than any Lender that is a Non-BA Lender, to sign and complete on behalf of the Borrower (if the power of attorney referred to in Section 4.4(a) remains in force with respect to such Lender), complete and accept Drafts accept, drafts drawn by the Borrower on such Lender in a principal amount determined at maturity equal to such Lender's proportionate share (in accordance with Section and as adjusted pursuant to Sections 4.1(a) and 4.3(b)) of the aggregate amount of the Bankers' Acceptances specified by the Borrower in the relevant Notice of Drawdown or Notice of Rollover/Conversion, as notified to the Lenders by the Agent. (b) Upon receipt by the Agent of a Notice of Drawdown or Notice of Rollover/Conversion from the Borrower requesting an issuance of Bankers’ ' Acceptances, the Agent shall promptly notify the Lenders thereof and advise each Lender of the aggregate face amount of Bankers’ ' Acceptances to be accepted by such Lender, the date of issue, the term, the Discount Proceeds and Stamping Fee in respect of the Bankers’ ' Acceptances to be accepted by such Lender. The allocation among the Lenders of the face amounts of Bankers’ ' Acceptances to be accepted by each Lender shall be determined by the Agent based on such -49- Execution Form CAL_LAW\ 1265540\5 Lender’s Pro Rata Share thereof's proportionate share in accordance with Section 4.1(a); provided that, when such allocation cannot be evenly made, such allocation shall be rounded by the Agent in its discretion in accordance with its normal money market practices. (c) On each Drawdown Date, Rollover Date or Conversion Date involving an issuance of Bankers’ ' Acceptances, each Lender, other than any Lender that is a Non-BA Lender, shall complete and accept, in accordance with the Notice of Drawdown or Notice of Rollover/Conversion delivered by the Borrower and advised by the Agent in connection with such issue, a Draft in an amount determined its proportionate share (in accordance with Section and as adjusted pursuant to Sections 4.1(a) and 4.3(b)) of the Bankers' Acceptances to be issued on such date and shall purchase such Bankers’ ' Acceptances for its own account at a purchase price which reflects the Discount Rate applicable to such issue. (d) On each Drawdown Date involving the issuance of Bankers’ ' Acceptances, each Lender, other than any Lender that is a Non-BA Lender, shall, for same day value on the Drawdown Date, remit the Discount Proceeds payable by such Lender (net of the Stamping Fee payable to such Lender pursuant to Section 3.1(d)) to the Agent for the account of the Borrower; and the Agent shall credit such funds to the Designated Account for same day value on such date. (e) In respect of any Rollover of Bankers’ ' Acceptances, in order to satisfy the continuing liability of the Borrower to a Lender for the face amount of maturing Bankers’ ' Acceptances accepted by such Lender, such Lender shall receive and retain for its own account the Discount Proceeds of new Bankers’ ' Acceptances issued on such Rollover, and the Borrower shall on the maturity date of the Bankers’ ' Acceptances being rolled over pay to the Agent for the account of such Lender an amount equal to the difference between the face amount of the maturing Bankers’ ' Acceptances and the Discount Proceeds from the new Bankers’ ' Acceptances, together with the Stamping Fee payable to such Lender pursuant to Section 3.1(d). (f) In respect of any Conversion into Bankers’ ' Acceptances, in order to satisfy the continuing liability of the Borrower to the Lenders for the amount of the converted AccommodationAdvance, each Lender, other than any Lender that is a Non-BA Lender, shall receive and retain for its own account the Discount Proceeds of the Bankers’ ' Acceptances issued upon such Conversion, and the Borrower shall on the Conversion Date pay to the Agent for the account of the Lenders an amount equal to the difference between the principal amount of the converted Accommodation Advance and the aggregate Discount Proceeds from the Bankers’ ' Acceptances issued on such Conversion, together with the Stamping Fees Fee payable to the Lenders pursuant to Section 3.1(d). (g) Each Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it for its own account.

General Mechanics. (a) By 10:00 a.m. (Calgary time) on the applicable Drawdown Date, Conversion Date or Rollover Date involving an issuance of Bankers’ Acceptances, the Borrower shall be deemed to have authorized each Lender, other than any Lender that is a Non-BA Lender, to sign and complete on behalf of the Borrower (if the power of attorney referred to in Section 4.4(a4.5(a) remains in force with respect to such Lender), and accept Drafts drawn by the Borrower on such Lender in a principal amount determined in accordance with Section 4.3(b). (b) Upon receipt by the Agent of a Notice of Drawdown or Notice of Rollover/Conversion from the Borrower requesting an issuance of Bankers’ Acceptances, the Agent shall promptly notify the Lenders thereof and advise each Lender of the aggregate face amount of Bankers’ Acceptances to be accepted by such Lender, the date of issue, the term, the Discount Proceeds and Stamping Fee in respect of the Bankers’ Acceptances to be accepted by such Lender. The allocation among the Lenders of the face amounts of Bankers’ Acceptances to be accepted by each Lender shall be determined by the Agent based on such Lender’s Pro Rata Share thereof; provided that, when such allocation cannot be evenly made, such allocation shall be rounded by the Agent in its discretion in accordance with its normal money market practices. (c) On each Drawdown Date, Rollover Date or Conversion Date involving an issuance of Bankers’ Acceptances, each Lender, other than any Lender that is a Non-BA Lender, shall complete and accept, in accordance with the Notice of Drawdown or Notice of Rollover/Conversion delivered by the Borrower and advised by the Agent in connection with such issue, a Draft in an amount determined in accordance with Section 4.3(b) and shall purchase such Bankers’ Acceptances for its own account at a purchase price which reflects the Discount Rate applicable to such issue. (d) On each Drawdown Date involving the issuance of Bankers’ Acceptances, each Lender, other than any Lender that is a Non-BA Lender, shall, for same day value on the Drawdown Date, remit the Discount Proceeds payable by such Lender (net of the Stamping Fee payable to such Lender pursuant to Section 3.1(d)) to the Agent for the account of the Borrower; and the Agent shall credit such funds to the Designated Account for same day value on such date. (e) In respect of any Rollover of Bankers’ Acceptances, in order to satisfy the continuing liability of the Borrower to a Lender for the face amount of maturing Bankers’ Acceptances accepted by such Lender, such Lender shall receive and retain for its own account the Discount Proceeds of new Bankers’ Acceptances issued on such Rollover, and the Borrower shall on the maturity date of the Bankers’ Acceptances being rolled over pay to the Agent for the account of such Lender an amount equal to the difference between the face amount of the maturing Bankers’ Acceptances and the Discount Proceeds from the new Bankers’ Acceptances, together with the Stamping Fee payable to such Lender pursuant to Section 3.1(d). (f) In respect of any Conversion into Bankers’ Acceptances, in order to satisfy the continuing liability of the Borrower to the Lenders for the amount of the converted Accommodation, each Lender, other than any Lender that is a Non-BA Lender, shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the Borrower shall on the Conversion Date pay to the Agent for the account of the Lenders an amount equal to the difference between the principal amount of the converted Accommodation and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the Stamping Fees payable to the Lenders pursuant to Section 3.1(d). (g) Each Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it for its own account.

General Mechanics. (a) By 10:00 a.m. (Calgary time) on the applicable Drawdown Date, Conversion Date or Rollover Date involving an issuance of Bankers’ ' Acceptances, the Borrower shall be deemed to have authorized each Revolving Credit Facility Lender or Second-Lien Credit Facility Lender, as applicable, other than any such Lender that is a Non-BA Lender, to sign and complete on behalf of the Borrower (if the power of attorney referred to in Section 4.4(a) remains in force with respect to such Lender), complete and accept Drafts accept, drafts drawn by the Borrower on such Lender in a principal amount determined at maturity equal to such Lender's proportionate share (in accordance with Section and as adjusted pursuant to Sections 4.1(a) and 4.3(b)) of the aggregate amount of the Bankers' Acceptances specified by the Borrower in the relevant Notice of Drawdown or Notice of Rollover/Conversion, as notified to the Lenders by the Agent. (b) Upon receipt by the Agent of a Notice of Drawdown or Notice of Rollover/Conversion from the Borrower requesting an issuance of Bankers’ ' Acceptances, the Agent shall promptly notify the Revolving Credit Facility Lenders or Second-Lien Credit Facility Lenders, as applicable, thereof and advise each such Lender of the aggregate face amount of Bankers’ ' Acceptances to be accepted by such Lender, and the date of issue, the term, the Discount Proceeds and Stamping Fee in respect of the Bankers’ ' Acceptances to be accepted by such Lender. The allocation among the Lenders of the face amounts of Bankers’ ' Acceptances to be accepted by each Lender shall be determined by the Agent based on such Lender’s Pro Rata Share thereof's proportionate share in accordance with Section 4.1(a); provided that, when such allocation cannot be evenly made, such allocation shall be rounded by the Agent in its discretion in accordance with its normal money market practices. (c) On each Drawdown Date, Rollover Date or Conversion Date involving an issuance of Bankers’ ' Acceptances, each Revolving Credit Facility Lender or Second-Lien Credit Facility Lender, as applicable, other than any such Lender that is a Non-BA Lender, shall complete and accept, in accordance with the Notice of Drawdown or Notice of Rollover/Conversion delivered by the Borrower and advised by the Agent in connection with such issue, a Draft in an amount determined its proportionate share (in accordance with Section and as adjusted pursuant to Sections 4.1(a) and 4.3(b)) of the Bankers' Acceptances to be issued on such date and shall purchase such Bankers’ ' Acceptances for its own account at a purchase price which reflects the Discount Rate applicable to such issue. (d) On each Drawdown Date involving the issuance of Bankers’ ' Acceptances, each Revolving Credit Facility Lender or Second-Lien Credit Facility Lender, as applicable, other than any such Lender that is a Non-BA Lender, shall, for same day value on the Drawdown Date, remit the Discount Proceeds payable by such Lender (net of the Stamping Fee payable to such Lender pursuant to Section 3.1(d)) to the Agent for the account of the Borrower; and the Agent shall credit such funds to the Designated Account for same day value on such date. (e) In respect of any Rollover of Bankers’ ' Acceptances, in order to satisfy the continuing liability of the Borrower to a Revolving Credit Facility Lender or Second-Lien Credit Facility Lender, as applicable, for the face amount of maturing Bankers’ ' Acceptances accepted by such Lender, such Lender shall receive and retain for its own account the Discount Proceeds of new Bankers’ ' Acceptances issued on such Rollover, and the Borrower shall on the maturity date of the Bankers’ ' Acceptances being rolled over pay to the Agent for the account of such Lender an amount equal to the difference between the face amount of the maturing Bankers’ ' Acceptances and the Discount Proceeds from the new Bankers’ ' Acceptances, together with the Stamping Fee payable to such Lender pursuant to Section 3.1(d). (f) In respect of any Conversion into Bankers’ ' Acceptances, in order to satisfy the continuing liability of the Borrower to the Revolving Credit Facility Lenders or the Second-Lien Credit Facility Lenders, as applicable, for the amount of the converted AccommodationAdvance, each such Lender, other than any such Lender that is a Non-BA Lender, shall receive and retain for its own account the Discount Proceeds of the Bankers’ ' Acceptances issued upon such Conversion, and the Borrower shall on the Conversion Date pay to the Agent for the account of the such Lenders an amount equal to the difference between the principal amount of the converted Accommodation Advance and the aggregate Discount Proceeds from the Bankers’ ' Acceptances issued on such Conversion, together with the Stamping Fees Fee payable to the such Lenders pursuant to Section 3.1(d). (g) Each Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it for its own account.