Common use of Mechanics of Issuance Clause in Contracts

Mechanics of Issuance. (1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Canadian Borrower requesting the issuance of Bankers' Acceptances under a Credit Facility, 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 Interest Period for such Loan and, whether such Bankers' Acceptances are to be self-marketed by the Canadian Borrower or purchased by such Lender for its own account; the apportionment among the Lenders of the face amounts of Bankers' Acceptances to be accepted by each Lender shall be determined by the Agent by reference and in proportion to the respective Commitments of each Lender, provided that, when such apportionment cannot be evenly made, the Agent shall round allocations amongst such Lenders consistent with the Agent's normal money market practices. (2) Unless the Canadian Borrower has elected pursuant to Section 6.5(3) to have each Lender purchase for its own account the Bankers' Acceptances to be accepted by it in respect of any Drawdown, Rollover or Conversion, on each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers' Acceptances: (a) the Canadian Borrower shall obtain quotations from prospective purchasers regarding the sale of the Bankers' Acceptances and shall accept such offers in its sole discretion; (b) by no later than 9:00 a.m. (Calgary time) on such date, the Canadian Borrower shall provide the Agent with details regarding the sale of the Bankers' Acceptances described in (a) above whereupon the Agent shall promptly notify the Lenders of the identity of the purchasers of such Bankers' Acceptances, the amounts being purchased by such purchasers, the Discount Proceeds and the acceptance fees applicable to such issue of Bankers' Acceptances (including each Lender's share thereof); (c) each Lender shall complete and accept in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Canadian Borrower and (if applicable) advised by the Agent in connection with such issue, its share of the Bankers' Acceptances to be issued on such date; and (d) in the case of a Drawdown, each Lender shall, on receipt of the Discount Proceeds, remit the Discount Proceeds (net of the acceptance fee payable to such Lender pursuant to Section 6.2) to the Agent for the account of the Canadian Borrower; the Agent shall make such funds available to the Canadian Borrower for same day value on such date. (3) The Canadian Borrower may, with respect to the issuance of Bankers' Acceptances hereunder from time to time, elect in the Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be, delivered in respect of such issuance to have the Lenders purchase such Bankers' Acceptances for their own account. On each such Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers' Acceptances being so purchased by the Lenders: (a) before 9:00 a.m. (Calgary time) on such date, the Agent shall determine the CDOR Rate and shall obtain quotations from each Schedule II Lender or Schedule III Lender of the Discount Rate then applicable to bankers' acceptances accepted by such Schedule II Lender or Schedule III Lender in respect of an issue of bankers' acceptances in a comparable amount and with comparable maturity to the Bankers' Acceptances proposed to be issued on such date; (b) on or about 9:00 a.m. (Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the BA Discount Rate applicable to it; (c) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Canadian Borrower and (if applicable) advised by the Agent in connection with such issue, its share 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 BA Discount Rate applicable to such issue; and (d) in the case of a Drawdown, each Lender shall, for same day value on the Drawdown Date, remit the Discount Proceeds or advance the BA Equivalent Advance, as the case may be, payable by such Lender (net of the acceptance fee payable to such Lender pursuant to Section 6.2) to the Agent for the account of the Canadian Borrower; the Agent shall make such funds available to the Canadian Borrower for same day value on such date. (4) 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.

Mechanics of Issuance. (1i) Upon receipt by the Canadian Facility Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Canadian Borrower Company requesting the issuance of Bankers' Acceptances under a Credit Facility’ Acceptances, the Canadian Facility Agent shall promptly notify the Tranche 2 Lenders thereof and advise each Tranche 2 Lender of the aggregate face amount of Bankers' ’ Acceptances to be accepted by such Tranche 2 Lender, the date of issue, the Interest Period for such Loan and, whether such Bankers' ’ Acceptances are to be self-marketed by the Canadian applicable Borrower or purchased by such Tranche 2 Lender for its own account; the apportionment among the Tranche 2 Lenders of the face amounts of Bankers' ’ Acceptances to be accepted by each Tranche 2 Lender shall be determined by the Canadian Facility Agent by reference and in proportion to the respective Tranche 2 Commitments of each Tranche 2 Lender, provided that, when such apportionment cannot be evenly made, the Canadian Facility Agent shall round allocations amongst among such Tranche 2 Lenders consistent with the Canadian Facility Agent's ’s normal money market practices; provided further that, for the avoidance of doubt, in no event shall such rounding result in a Tranche 2 Lender having a Pro Rata Share of Tranche 2 Loans and participations in Canadian Swing Line Loans in excess of its Tranche 2 Commitment. (2ii) Unless the Canadian applicable Borrower has elected pursuant to Section 6.5(3clause (iii) to have each Tranche 2 Lender purchase for its own account the Bankers' ’ Acceptances to be accepted by it in respect of any Drawdown, Rollover or Conversion, on each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers' ’ Acceptances: (aA) the Canadian applicable Borrower shall obtain quotations from prospective purchasers regarding the sale of the Bankers' ’ Acceptances and shall accept such offers in its sole discretion; (bB) by no later than 9:00 8:00 a.m. (Calgary time) on such date, the Canadian applicable Borrower shall provide the Canadian Facility Agent with details regarding the sale of the Bankers' ’ Acceptances described in sub-clause (aA) above above, whereupon the Canadian Facility Agent shall promptly notify the Tranche 2 Lenders of the identity of the purchasers of such Bankers' ’ Acceptances, the amounts being purchased by such purchasers, the Discount Proceeds and the acceptance fees applicable to such issue of Bankers' ’ Acceptances (including each Tranche 2 Lender's ’s share thereof); (cC) each Tranche 2 Lender shall complete and accept in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Canadian applicable Borrower and (if applicable) advised by the Canadian Facility Agent in connection with such issueissuance, its share of the Bankers' ’ Acceptances to be issued on such date; and (dD) in the case of a Drawdown, each Tranche 2 Lender shall, on receipt of the Discount Proceeds, remit the Discount Proceeds (net of the acceptance fee payable to such Tranche 2 Lender pursuant to Section 6.22.05(c)) to the Canadian Facility Agent for the account of the Canadian applicable Borrower; the Canadian Facility Agent shall make such funds available to the Canadian applicable Borrower for same day value on such date. (3iii) The Canadian Borrower Company may, with respect to the issuance of Bankers' ’ Acceptances hereunder from time to time, elect in the Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be, delivered in respect of such issuance to have the Tranche 2 Lenders purchase such Bankers' ’ Acceptances for their own account. On each such Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers' ’ Acceptances being so purchased by the Tranche 2 Lenders: (aA) before 9:00 8:00 a.m. (Calgary time) on such date, the Canadian Facility Agent shall determine the CDOR Rate and shall obtain quotations from each Tranche 2 Lender that is a Schedule II Lender Bank or Schedule III Lender Bank of the Discount Rate then applicable to bankers' ’ acceptances accepted by such Schedule II Lender Bank or Schedule III Lender Bank in respect of an issue issuance of bankers' ’ acceptances in a comparable amount and with comparable maturity to the Bankers' ’ Acceptances proposed to be issued on such date; (bB) on or about 9:00 8:00 a.m. (Calgary time) on such date, the Canadian Facility Agent shall determine the BA Discount Rate applicable to each Tranche 2 Lender and shall advise each Tranche 2 Lender of the BA Discount Rate applicable to it; (cC) each Tranche 2 Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Canadian Borrower Company and (if applicable) advised by the Canadian Facility Agent in connection with such issueissuance, its share 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 BA Discount Rate applicable to such issueissuance; and (dD) in the case of a Drawdown, each Tranche 2 Lender shall, for same day value on the Drawdown Date, remit the Discount Proceeds or advance the BA Equivalent Advance, as the case may be, payable by such Tranche 2 Lender (net of the acceptance fee payable to such Tranche 2 Lender pursuant to Section 6.22.05(c)) to the Canadian Facility Agent for the account of the Canadian applicable Borrower; the Canadian Facility Agent shall make such funds available to the Canadian applicable Borrower for same day value on such date. (4iv) Each Tranche 2 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.

Mechanics of Issuance. (1) Upon receipt by the Canadian Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Canadian Borrower Nexen requesting the issuance of Bankers' Acceptances under a Credit Facility’ Acceptances, the Canadian Agent shall promptly notify the Canadian Facility Lenders thereof and advise each Canadian Facility Lender of the aggregate face amount of Bankers' ’ Acceptances to be accepted and purchased by such Canadian Facility Lender, the date of issue, issue and the Interest Period for such Loan and, whether such Bankers' Acceptances are to be self-marketed by the Canadian Borrower or purchased by such Lender for its own accountLoan; the apportionment among the Canadian Facility Lenders of the face amounts of Bankers' ’ Acceptances to be accepted by each Canadian Facility Lender shall be determined by the Canadian Agent by reference and in proportion to the respective Commitments Canadian Facility Commitment of each Canadian Facility Lender, provided that, when such apportionment cannot be evenly made, the Canadian Agent shall round allocations amongst such Canadian Facility Lenders consistent with the Canadian Agent's ’s normal money market practices. (2) Unless the Canadian Borrower has elected pursuant to Section 6.5(3) to have each Lender purchase for its own account the Bankers' Acceptances to be accepted by it in respect of any Drawdown, Rollover or Conversion, on On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers' ’ Acceptances: (a) the Canadian Borrower shall obtain quotations from prospective purchasers regarding the sale of the Bankers' Acceptances and shall accept such offers in its sole discretion; (b) by no later than 9:00 before 8:00 a.m. (Calgary time) on such date, the Canadian Borrower shall provide the Agent with details regarding the sale of the Bankers' Acceptances described in (a) above whereupon the Agent shall promptly notify the Lenders of the identity of the purchasers of such Bankers' Acceptances, the amounts being purchased by such purchasers, the Discount Proceeds and the acceptance fees applicable to such issue of Bankers' Acceptances (including each Lender's share thereof); (c) each Lender shall complete and accept in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Canadian Borrower and (if applicable) advised by the Agent in connection with such issue, its share of the Bankers' Acceptances to be issued on such date; and (d) in the case of a Drawdown, each Lender shall, on receipt of the Discount Proceeds, remit the Discount Proceeds (net of the acceptance fee payable to such Lender pursuant to Section 6.2) to the Agent for the account of the Canadian Borrower; the Agent shall make such funds available to the Canadian Borrower for same day value on such date. (3) The Canadian Borrower may, with respect to the issuance of Bankers' Acceptances hereunder from time to time, elect in the Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be, delivered in respect of such issuance to have the Lenders purchase such Bankers' Acceptances for their own account. On each such Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers' Acceptances being so purchased by the Lenders: (a) before 9:00 a.m. (Calgary time) on such date, the Agent shall determine the CDOR Rate and shall obtain quotations from each Schedule II Lender or Schedule III Lender of the Discount Rate then applicable to bankers' ’ acceptances accepted by such Schedule II Lender or Schedule III Lender in respect of an issue of bankers' ’ acceptances in a comparable amount and with comparable maturity to the Bankers' ’ Acceptances proposed to be issued on such date; (b) on or about 9:00 8:00 a.m. (Calgary time) on such date, the Canadian Agent shall determine the BA Discount Rate applicable to each Canadian Facility Lender and shall advise each Canadian Facility Lender of the BA Discount Rate applicable to it; (c) each Canadian Facility Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Canadian Borrower Nexen and (if applicable) advised by the Canadian Agent in connection with such issue, its share 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 BA Discount Rate applicable to such issue; and (d) in the case of a Drawdown, each Canadian Facility Lender shall, for same day value on the Drawdown Date, remit the Discount Proceeds or advance the BA Equivalent Advance, as the case may be, payable by such Canadian Facility Lender (net of the acceptance fee payable to such Canadian Facility Lender pursuant to Section 6.2) to the Canadian Agent for the account of Nexen; the Canadian Borrower; the Agent shall make such funds available to the Canadian Borrower Nexen for same day value on such date. (43) Each Canadian Facility 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.

Mechanics of Issuance. (1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Canadian Borrower requesting the issuance of Bankers' ’ Acceptances under a Credit Facility, 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 Interest Period for such Loan and, whether such Bankers' ’ Acceptances are to be self-marketed by the Canadian Borrower or purchased by such Lender for its own account; the apportionment among the Lenders of the face amounts of Bankers' ’ Acceptances to be accepted by each Lender shall be determined by the Agent by reference and in proportion to the respective Commitments of each Lender, provided that, when such apportionment cannot be evenly made, the Agent shall round allocations amongst such Lenders consistent with the Agent's ’s normal money market practices. (2) Unless the Canadian Borrower has elected pursuant to Section 6.5(3) to have each Lender purchase for its own account the Bankers' ’ Acceptances to be accepted by it in respect of any Drawdown, Rollover or Conversion, on each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers' ’ Acceptances: (a) the Canadian Borrower shall obtain quotations from prospective purchasers regarding the sale of the Bankers' ’ Acceptances and shall accept such offers in its sole discretion; (b) by no later than 9:00 a.m. (Calgary time) on such date, the Canadian Borrower shall provide the Agent with details regarding the sale of the Bankers' ’ Acceptances described in (a) above whereupon the Agent shall promptly notify the Lenders of the identity of the purchasers of such Bankers' ’ Acceptances, the amounts being purchased by such purchasers, the Discount Proceeds and the acceptance fees applicable to such issue of Bankers' ’ Acceptances (including each Lender's ’s share thereof); (c) each Lender shall complete and accept in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Canadian Borrower and (if applicable) advised by the Agent in connection with such issue, its share of the Bankers' ’ Acceptances to be issued on such date; and (d) in the case of a Drawdown, each Lender shall, on receipt of the Discount Proceeds, remit the Discount Proceeds (net of the acceptance fee payable to such Lender pursuant to Section 6.2) to the Agent for the account of the Canadian Borrower; the Agent shall make such funds available to the Canadian Borrower for same day value on such date. (3) The Canadian Borrower may, with respect to the issuance of Bankers' ’ Acceptances hereunder from time to time, elect in the Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be, delivered in respect of such issuance to have the Lenders purchase such Bankers' ’ Acceptances for their own account. On each such Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers' ’ Acceptances being so purchased by the Lenders: (a) before 9:00 a.m. (Calgary time) on such date, the Agent shall determine the CDOR Rate and shall obtain quotations from each Schedule II Lender or Schedule III Lender of the Discount Rate then applicable to bankers' ’ acceptances accepted by such Schedule II Lender or Schedule III Lender in respect of an issue of bankers' ’ acceptances in a comparable amount and with comparable maturity to the Bankers' ’ Acceptances proposed to be issued on such date; (b) on or about 9:00 a.m. (Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the BA Discount Rate applicable to it; (c) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Canadian Borrower and (if applicable) advised by the Agent in connection with such issue, its share 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 BA Discount Rate applicable to such issue; and (d) in the case of a Drawdown, each Lender shall, for same day value on the Drawdown Date, remit the Discount Proceeds or advance the BA Equivalent Advance, as the case may be, payable by such Lender (net of the acceptance fee payable to such Lender pursuant to Section 6.2) to the Agent for the account of the Canadian Borrower; the Agent shall make such funds available to the Canadian Borrower for same day value on such date. (4) 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.

Mechanics of Issuance. (1i) Upon receipt by the Canadian Facility Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Canadian Borrower Company requesting the issuance of Bankers' Acceptances under a Credit Facility’ Acceptances, the Canadian Facility Agent shall promptly notify the Tranche 2 Lenders thereof and advise each Tranche 2 Lender of the aggregate face amount of Bankers' ’ Acceptances to be accepted by such Tranche 2 Lender, the date of issue, the Interest Period for such Loan and, whether such Bankers' ’ Acceptances are to be self-marketed by the Canadian applicable Borrower or purchased by such Tranche 2 Lender for its own account; the apportionment among the Tranche 2 Lenders of the face amounts of Bankers' ’ Acceptances to be accepted by each Tranche 2 Lender shall be determined by the Canadian Facility Agent by reference and in proportion to the respective Tranche 2 Commitments of each Tranche 2 Lender, provided that, when such apportionment cannot be evenly made, the Canadian Facility Agent shall round allocations amongst among such Tranche 2 Lenders consistent with the Canadian Facility Agent's ’s normal money market practices; provided further that, for the avoidance of doubt, in no event shall such rounding result in a Tranche 2 Lender having a Pro Rata Share of Tranche 2 Loans and participations in Canadian Swing Line Loans in excess of its Tranche 2 Commitment. (2ii) Unless the Canadian applicable Borrower has elected pursuant to Section 6.5(3clause (iii) to have each Tranche 2 Lender purchase for its own account the Bankers' ’ Acceptances to be accepted by it in respect of any Drawdown, Rollover or Conversion, on each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers' ’ Acceptances: (aA) the Canadian applicable Borrower shall obtain quotations from prospective purchasers regarding the sale of the Bankers' ’ Acceptances and shall accept such offers in its sole discretion; (bB) by no later than 9:00 8:00 a.m. (Calgary Pacific time) on such date, the Canadian applicable Borrower shall provide the Canadian Facility Agent with details regarding the sale of the Bankers' ’ Acceptances described in sub-clause (aA) above above, whereupon the Canadian Facility Agent shall promptly notify the Tranche 2 Lenders of the identity of the purchasers of such Bankers' ’ Acceptances, the amounts being purchased by such purchasers, the Discount Proceeds and the acceptance fees applicable to such issue of Bankers' ’ Acceptances (including each Tranche 2 Lender's ’s share thereof); (cC) each Tranche 2 Lender shall complete and accept in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Canadian applicable Borrower and (if applicable) advised by the Canadian Facility Agent in connection with such issueissuance, its share of the Bankers' ’ Acceptances to be issued on such date; and (dD) in the case of a Drawdown, each Tranche 2 Lender shall, on receipt of the Discount Proceeds, remit the Discount Proceeds (net of the acceptance fee payable to such Tranche 2 Lender pursuant to Section 6.22.05(c)) to the Canadian Facility Agent for the account of the Canadian applicable Borrower; the Canadian Facility Agent shall make such funds available to the Canadian applicable Borrower for same day value on such date. (3iii) The Canadian Borrower Company may, with respect to the issuance of Bankers' ’ Acceptances hereunder from time to time, elect in the Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be, delivered in respect of such issuance to have the Tranche 2 Lenders purchase such Bankers' ’ Acceptances for their own account. On each such Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers' ’ Acceptances being so purchased by the Tranche 2 Lenders: (aA) before 9:00 8:00 a.m. (Calgary Pacific time) on such date, the Canadian Facility Agent shall determine the CDOR Rate and shall obtain quotations from each Tranche 2 Lender that is a Schedule II Lender Bank or Schedule III Lender Bank of the Discount Rate then applicable to bankers' ’ acceptances accepted by such Schedule II Lender Bank or Schedule III Lender Bank in respect of an issue issuance of bankers' ’ acceptances in a comparable amount and with comparable maturity to the Bankers' ’ Acceptances proposed to be issued on such date; (bB) on or about 9:00 8:00 a.m. (Calgary Pacific time) on such date, the Canadian Facility Agent shall determine the BA Discount Rate applicable to each Tranche 2 Lender and shall advise each Tranche 2 Lender of the BA Discount Rate applicable to it; (cC) each Tranche 2 Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Canadian Borrower Company and (if applicable) advised by the Canadian Facility Agent in connection with such issueissuance, its share 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 BA Discount Rate applicable to such issueissuance; and (dD) in the case of a Drawdown, each Tranche 2 Lender shall, for same day value on the Drawdown Date, remit the Discount Proceeds or advance the BA Equivalent Advance, as the case may be, payable by such Tranche 2 Lender (net of the acceptance fee payable to such Tranche 2 Lender pursuant to Section 6.22.05(c)) to the Canadian Facility Agent for the account of the Canadian applicable Borrower; the Canadian Facility Agent shall make such funds available to the Canadian applicable Borrower for same day value on such date. (4iv) Each Tranche 2 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.