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 Borrower requesting the 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 Lenders, the date of issue and the Interest Period for such Loan; 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 Commitment 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) On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances: (a) before 11:00 a.m. (Toronto time) on such date, the Agent shall determine the CDOR Rate 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 11:00 a.m. (Toronto time) on such date, the Agent shall advise each Lender of the applicable BA Discount Rate; (c) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Borrower and 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (3) 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. (1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Borrower requesting the 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 LendersLender, the date of issue and the Interest Period for such Loan; 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 Commitment 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) On each such Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances: (a) before 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Agent shall determine the CDOR Rate and shall obtain quotations from each Schedule II/III Reference Lender of the Discount Rate then applicable to bankers’ acceptances accepted by such Schedule II/III Reference 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 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the applicable BA Discount RateRate applicable to it; (c) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Borrower and 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (3) 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. (1a) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice of Borrowing from the Borrower requesting the issuance of Bankers’ Acceptancesa BA Issue, 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 LendersLender, the date of issue and the Interest BA Period for such Loan; BA Issue and BA Stamping Fee in respect of the apportionment 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 by reference and in proportion to the respective Commitment of each Lender, on a Pro Rata Basis; provided that, when such apportionment allocation cannot be evenly made, such allocation shall be rounded by the Agent shall round allocations amongst such Lenders consistent in its discretion in accordance with the Agent’s its normal money market practices. (2b) On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances: (a) before 11:00 a.m. (Toronto time) on such datea BA Issue, the Agent Borrower shall determine obtain quotations regarding the CDOR Rate in respect sale of an issue of bankers’ acceptances in a comparable amount and with comparable maturity to the Bankers’ Acceptances proposed and provide the details thereof to be issued on such date; (b) on or about 11:00 the Agent prior to 9:00 a.m. (Toronto Calgary, Alberta local time) on such date, whereupon the Agent shall advise each Lender promptly notify the Lenders of the applicable identity of the purchasers of such Bankers’ Acceptances (excluding Discount Notes), the amounts and denominations being purchased by such purchasers, and settlement instructions in connection therewith, the BA Discount Rate;Rates, the BA Discount Proceeds and the BA Stamping Fees applicable to such BA Issue (including each Lender’s share thereof). (c) On each Drawdown Date, Rollover Date or Conversion Date involving a BA Issue, each Lender shall sign on behalf of the Borrower (if the power of attorney referred to in Section 4.4(a) remains in effect), complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice of Borrowing delivered by the Borrower and advised by the Agent in connection with such issue, its share Pro Rata Share (as adjusted pursuant to Sections 4.1(b) and 4.5(a)) of the Bankers’ Acceptances to be issued on such date and each Lender (other than Non-BA Lenders) shall purchase deliver such Bankers’ Acceptances for its own account at a purchase price which reflects in accordance with the BA Discount Rate applicable to such issue; andBorrower’s settlement instructions. (d) in On each Drawdown Date involving the case issuance of a DrawdownBankers’ Acceptances, each Lender shall, for same day value on the Drawdown Date, remit the BA Discount Proceeds received (or advance the BA Equivalent Advance, as in the case may beof Non-BA Lenders, payable the amount that would have been received if such Lender was not a Non-BA Lender) by such Lender (net of the acceptance fee BA Stamping Fee payable to such Lender pursuant to Section 6.23.4) to the Agent for the account of the Borrower; and the Agent shall make credit such funds available to the Borrower Borrower’s Accounts for same day value on such date. (3e) 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 BA 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 BA Discount Proceeds from the new Bankers’ Acceptances, together with the BA Stamping Fee payable to such Lender in the amount calculated pursuant to Section 3.4. (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 Advance, each Lender shall receive and retain for its own account the BA 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 Advance and the aggregate BA Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the BA Stamping Fee payable to the Lenders in the amount calculated pursuant to Section 3.4. (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.

Mechanics of Issuance. (1a) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice from the Borrower requesting the issuance of Bankers’ AcceptancesAcceptances under a Credit Facility, the Agent shall promptly notify the Applicable Lenders thereof and advise each Applicable Lender of the aggregate face amount of Bankers’ Acceptances to be accepted by such LendersLender, the date of issue and issue, the Interest Period for such LoanBankers’ Acceptances and, in the case of Schedule I Lenders, whether such Bankers’ Acceptances are to be self-marketed by the Borrower or purchased by such Applicable Lender for its own account; the apportionment among the such Lenders of the face amounts of Bankers’ Acceptances to be accepted by each Applicable Lender shall be determined by the Agent by reference and in proportion to the respective Commitment applicable Commitments under the applicable Credit Facility of each Applicable 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. (2b) On Unless the Borrower has elected pursuant to Section 5.3(c) to have each applicable Schedule I Lender purchase for its own account the Bankers’ Acceptances to be accepted by it in respect of any Drawdown, Rollover or Conversion under a Credit Facility, on each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances: (ai) before 11:00 the Borrower shall obtain offers from prospective purchasers regarding the sale of the Bankers’ Acceptances accepted by the Schedule I Lenders and shall accept such offers in its sole discretion; (ii) by no later than 10:00 a.m. (Toronto time) on such date, the Borrower shall provide the Agent with details regarding the sale of the Bankers’ Acceptances described in (i) above whereupon the Agent shall promptly notify the applicable Schedule I Lenders of the identity of the purchasers of such Bankers’ Acceptances, the amounts being purchased by such purchasers, the BA Discount Proceeds and the stamping fee applicable to such issue of Bankers’ Acceptances pursuant to Section 4.4 (including each Applicable Lender’s share thereof); (iii) each applicable Schedule I Lender shall complete and accept in accordance with the Drawdown Notice or Conversion/Rollover/Repayment Notice delivered by such 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 (iv) each applicable Schedule I Lender shall, on receipt of the BA Discount Proceeds, remit the BA Discount Proceeds (net of the stamping fee payable to such Lender pursuant to Section 4.4) to the Agent for the account of the Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (c) The Borrower may, with respect to the issuance of Bankers’ Acceptances under a Credit Facility which are accepted by Schedule I Lenders, elect in the Drawdown Notice or Conversion/Rollover/Repayment Notice, as the case may be, delivered in respect of such issuance to have the applicable Schedule I Lenders purchase such Bankers’ Acceptances for their own account. With respect to the issuance of Bankers’ Acceptances accepted under a Credit Facility by all other Applicable Lenders, all such other Applicable Lenders shall in all cases 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 Applicable Lenders: (i) on or about 10:00 a.m. (Toronto 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 or Schedule III Lender in respect of an issue of bankers’ acceptances in a comparable amount having identical issue and with comparable maturity dates to the Bankers’ Acceptances proposed to be issued on such date; (bii) on or about 11:00 10:00 a.m. (Toronto time) on such date, the Agent shall determine the BA Discount Rate applicable to each Applicable Lender and shall advise each Applicable Lender of the applicable BA Discount RateRate applicable to it; (ciii) each Applicable Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice delivered by the Borrower and 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 (div) in the case of a Drawdown, each Applicable Lender shall, for same day value on the Drawdown Date, remit the BA Discount Proceeds or advance the BA Equivalent Advance, as the case may be, payable by such Lender (net of the acceptance stamping fee payable to such Lender pursuant to Section 6.24.4) to the Agent for the account of the Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (3d) 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. (1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Borrower requesting the issuance of Bankers’ Acceptances, the Agent shall promptly notify the applicable Lenders thereof and advise each such Lender of the aggregate face amount of Bankers’ Acceptances to be accepted by such LendersLender, the date of issue and issue, the Interest Period for such LoanLoan and, whether such Bankers’ Acceptances are to be self-marketed by the Borrower or purchased by such Lender for its own account; with respect to Bankers’ Acceptances under the Syndicated Facility, the apportionment among the Syndicated Facility Lenders of the face amounts of Bankers’ Acceptances to be accepted by each such Lender shall be determined by the Agent by reference and in proportion to the respective Commitment Syndicated Facility 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) On Unless the 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) before 11:00 the 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. (Toronto Calgary time) on such date, the Borrower shall provide the Agent or the Operating Lender, as applicable, with details regarding the sale of the Bankers’ Acceptances described in (a) above whereupon, with respect to Bankers’ Acceptances under the Syndicated Facility, the Agent shall promptly notify the applicable 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 applicable Lender’s share thereof); (c) each applicable Lender shall complete and accept in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Borrower and 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 applicable 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (3) The 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 applicable Lenders purchase such Bankers’ Acceptances for their own account. In respect of the Syndicated Facility, on each such Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances being so purchased by the applicable Lenders: (a) before 9:00 a.m. (Calgary time) on such date, the Agent, shall determine CDOR and shall obtain quotations from each Schedule II Lender or Schedule III Lender of the CDOR 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 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each applicable Lender and shall advise each such Lender of the applicable BA Discount RateRate applicable to it; (c) each applicable Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Borrower and 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 applicable 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (34) On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances being so purchased by the Operating Lender: (a) on or about 9:00 a.m. (Calgary time) on such date, the Operating Lender shall determine the BA Discount Rate applicable to it; (b) the Operating Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Borrower, 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 (c) in the case of a Drawdown, the Operating Lender shall make the Discount Proceeds (net of the acceptance fee payable to the Operating Lender pursuant to Section 6.2) available to the Borrower for same day value. (5) 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. (1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Canadian Borrower requesting the issuance of Bankers’ AcceptancesAcceptances 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 LendersLender, the date of issue and issue, the Interest Period for such LoanLoan 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 Commitment 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) On 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) before 11:00 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. (Toronto 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 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the applicable BA Discount RateRate 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. (34) 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. (1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Canadian Borrower requesting the issuance of Bankers’ AcceptancesAcceptances under the Syndicated Facility, the Agent shall promptly notify the Syndicated Facility Lenders thereof and advise each applicable Lender of the aggregate face amount of Bankers’ Acceptances to be accepted by such LendersLender, the date of issue and the Interest Period for such Loan; , the apportionment among the Syndicated Facility Lenders of the face amounts of Bankers’ Acceptances to be accepted by each Syndicated Facility Lender shall be determined by the Agent by reference and in proportion to the respective Commitment Commitments of each Syndicated Facility 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) On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ AcceptancesAcceptances being so purchased by the Syndicated Facility Lenders: (a) before 11:00 9:00 a.m. (Toronto 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 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each applicable Lender and shall advise each such Lender of the applicable BA Discount RateRate applicable to it; (c) each applicable Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Canadian Borrower and 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 applicable Lender shallshall by 12:00 p.m. (Toronto time), 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 shall, to the extent such proceeds have been received from the Lenders, make such funds available to the Canadian Borrower for same day value on such date. (3) On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances being so purchased by the Canadian Operating Facility Lender: (a) on or about 9:00 a.m. (Calgary time) on such date, the Canadian Operating Facility Lender shall determine the BA Discount Rate applicable to it; (b) the Canadian Operating Facility Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Canadian Borrower, 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 (c) in the case of a Drawdown, the Canadian Operating Facility Lender shall make the Discount Proceeds (net of the acceptance fee payable to the Canadian Operating Facility Lender pursuant to Section 6.2) available to the Canadian Borrower for same day value. (4) Each Syndicated Facility Lender and the Canadian Operating 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 Borrower requesting the 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 LendersLender, the date of issue and issue, the Interest Period for such LoanLoan and, whether such Bankers' Acceptances are to be self marketed by the 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 Commitment 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) On Unless the 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) before 11:00 the 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. (Toronto Calgary time) on such date, the 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 Borrower and 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (3) The 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 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the applicable BA Discount RateRate applicable to it; (c) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Borrower and 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (34) 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. (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' 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 LendersLender, the date of issue and issue, the Interest Period for such LoanLoan 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 Commitment 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) On 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) before 11:00 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. (Toronto 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. 31150487.8 (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 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the applicable BA Discount RateRate 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. (34) 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. (1a) By 10:00 a.m. (Calgary time) on the applicable Drawdown Date, Conversion Date or Rollover Date involving a BA Issue, the Borrower shall be deemed to have authorized each Lender, other than any Lender that is a Non-BA Lender, to sign 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 drawn by the Borrower on such Lender in a principal amount at maturity equal to such Lender's Pro Rata Share (as adjusted pursuant to Sections 4.1(b) and 4.5(b)) of the aggregate amount of the Bankers' Acceptances specified by the Borrower in the relevant Notice of Drawdown or Notice of Rollover/Conversion/Repayment, as notified to the Lenders by the Agent. (b) Upon receipt by the Agent of a Notice of Drawdown Notice, Conversion or Notice or Rollover Notice of Rollover/Conversion/Repayment from the Borrower requesting the issuance of Bankers’ Acceptancesa BA Issue, 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 LendersLender, the date of issue and issue, the Interest BA Period for such Loan; BA Issue and the apportionment BA Discount Proceeds and BA 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 by reference and in proportion to the respective Commitment of each Lender, on a Pro Rata Basis; provided that, when such apportionment allocation cannot be evenly made, such allocation shall be rounded by the Agent shall round allocations amongst such Lenders consistent in its discretion in accordance with the Agent’s its normal money market practices. (2c) On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances: (a) before 11:00 a.m. (Toronto time) on such datea BA Issue, the Agent shall determine the CDOR Rate in respect of an issue of bankers’ acceptances in each Lender, other than any Lender that is a comparable amount and with comparable maturity to the Bankers’ Acceptances proposed to be issued on such date; (b) on or about 11:00 a.m. (Toronto time) on such dateNon-BA Lender, the Agent shall advise each Lender of the applicable BA Discount Rate; (c) each Lender shall complete and accept, in accordance with the Notice of Drawdown Notice, Conversion or Notice or Rollover Notice of Rollover/Conversion/Repayment delivered by the Borrower and and, in the case of a BA Issue under the Syndicated Facility, advised by the Agent in connection with such issue, its share Pro Rata Share (as adjusted pursuant to Sections 4.1(b) and 4.5(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 BA Discount Rate applicable to such issue; and. (d) in On each Drawdown Date involving the case issuance of a DrawdownBankers' Acceptances, each Lender shall, for same day value on the Drawdown Date, remit the BA Discount Proceeds or advance the BA Equivalent Advance, as the case may be, payable by such Lender (net of the acceptance fee BA Stamping Fee payable to such Lender pursuant to Section 6.23.4) to the Agent for the account of the BorrowerBorrower or, in the case of a BA Issue under the Operating Facility, to the Borrower directly; and the Agent shall make credit such funds available to the Borrower Borrower's Accounts for same day value on such date. (3e) 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 BA 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 or, in the case of a Rollover of Bankers' Acceptances under the Operating Facility, pay to the Operating Facility Lender directly, an amount equal to the difference between the face amount of the maturing Bankers' Acceptances and the BA Discount Proceeds from the new Bankers' Acceptances, together with the BA Stamping Fee payable to such Lender pursuant to Section 3.4. (f) In respect of any Conversion into Bankers' Acceptances, in order to satisfy the continuing liability of the Borrower to a Lender for the amount of the converted Loan, each Lender shall receive and retain for its own account the BA 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 such Lender or, in the case of a Conversion of Bankers' Acceptances under the Operating Facility, pay to the Operating Facility Lender directly, an amount equal to the difference between the principal amount of the converted Loan and the aggregate BA Discount Proceeds from the Bankers' Acceptances issued on such Conversion, together with the BA Stamping Fee payable to such Lender pursuant to Section 3.4. (g) Each Lender may at any time and from time to time hold, sell, negotiate, rediscount or otherwise dispose of any or all Bankers’ ' Acceptances accepted and purchased by it for its own account.

Mechanics of Issuance. (1a) Upon receipt by the Administrative Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Borrower requesting the issuance of Bankers’ ' Acceptances, the Administrative Agent shall promptly notify the Lenders thereof and advise each Lender of the aggregate face amount of Bankers’ ' Acceptances to be accepted by such LendersLender, the date of issue and the Interest Period for such Loan; the . The apportionment among the Lenders of the face amounts of Bankers’ ' Acceptances to be accepted by each Lender shall be determined by the Administrative Agent by reference and in proportion to the respective Commitment Commitments of each Lender, Lender and shall be forthwith provided to the Borrower; provided that, when such apportionment cannot be evenly made, the Administrative Agent shall round allocations amongst such Lenders consistent with the Administrative Agent’s 's normal money market practices. (2b) On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances' Acceptances where the Borrower has not elected to market such Bankers' Acceptances itself: (ai) before 11:00 at or about 9:00 a.m. (Toronto Calgary time) on such date, the Administrative Agent shall determine the CDOR Rate 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 11:00 a.m. (Toronto time) on such date, the Agent shall advise each Lender of the applicable BA Discount Rate; (cii) the Administrative Agent shall promptly notify each Lender of the Discount Rate applicable to the Bankers' Acceptances to be accepted by such Lender as part of such issue; (iii) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Borrower and advised by the Agent Administrative 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 issueLender; and (div) in the case of a Drawdown, : (A) each Revolving Lender shall, for same day value on the Drawdown Date, remit in immediately available funds the Discount Proceeds or advance the BA Equivalent Advance, as the case may be, payable by such Lender (net of less the acceptance fee fees payable to such Lender pursuant to Section 6.2) of the Bankers' Acceptances purchased by it to the Administrative Agent for the account of the Borrower; and (B) the Administrative Agent shall make such funds available to the Borrower for same day value on such date. (3c) On each such Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers' Acceptances where the Borrower has elected to market such Bankers' Acceptances itself: (i) the Administrative Agent shall advise each Lender as to whom the Bankers' Acceptances shall be delivered and the Discount Proceeds to be received by such Lender against delivery of such Bankers' Acceptances; (ii) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Borrower and advised by the Administrative Agent, in connection with such issue, its share of Bankers' Acceptances to be issued on such date and shall deliver such Bankers' Acceptances to the purchaser thereof against delivery to such Lender of the Discount Proceeds therefor; and (iii) in the case of a Drawdown: (A) each Revolving Lender shall, for same day value on the Drawdown Date, remit in immediately available funds the Discount Proceeds (less the acceptance fees payable to such Lender pursuant to Section 6.2) of the Bankers' Acceptances received by it (but only to the extent of such receipt) to the Administrative Agent for the account of the Borrower; and (B) the Administrative Agent shall make such funds available to the Borrower for same day value on such date. (d) 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. (1a) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/ Repayment Notice from the Borrower requesting the 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 and purchased by such LendersLender, the date of issue and the Interest Period for such Loan; 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 Commitment applicable 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. (2b) On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances: (ai) before 11:00 on or about 10:00 a.m. (Toronto time) on such date, the Agent shall determine the CDOR Rate and shall obtain quotations from each BA Reference Lender of the Discount Rate then applicable to bankers’ acceptances accepted by such BA Reference 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; (bii) on or about 11:00 10:00 a.m. (Toronto time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the applicable BA Discount RateRate applicable to it; (ciii) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice delivered by the Borrower and 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 (div) in the case of a Drawdown, each Lender shall, for same day value on the Drawdown Date, remit the BA Discount Proceeds or advance the BA Equivalent Advance, as the case may be, payable by such Lender (net of the acceptance stamping fee payable to such Lender pursuant to Section 6.24.4) to the Agent for the account of the Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (3c) 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. (1a) By 10:00 a.m. (Calgary time) on the applicable Drawdown Date, Conversion Date or Rollover Date involving a BA Issue, the Borrower shall be deemed to have authorized each Lender, other than any Lender that is a Non-BA Lender, to sign 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 drawn by the Borrower on such Lender in a principal amount at maturity equal to such Lender’s Pro Rata Share (as adjusted pursuant to Sections 4.1(b) and 4.5(b)) of the aggregate amount of the Bankers’ Acceptances specified by the Borrower in the relevant Notice of Drawdown or Notice of Rollover/Conversion/Repayment, as notified to the Lenders by the Agent. (b) Upon receipt by the Agent of a Notice of Drawdown Notice, Conversion or Notice or Rollover Notice of Rollover/Conversion/Repayment from the Borrower requesting the issuance of Bankers’ Acceptancesa BA Issue, 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 LendersLender, the date of issue and issue, the Interest BA Period for such Loan; BA Issue and the apportionment BA Discount Proceeds and BA 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 by reference and in proportion to the respective Commitment of each Lender, on a Pro Rata Basis; provided that, when such apportionment allocation cannot be evenly made, such allocation shall be rounded by the Agent shall round allocations amongst such Lenders consistent in its discretion in accordance with the Agent’s its normal money market practices. (2c) On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances: (a) before 11:00 a.m. (Toronto time) on such datea BA Issue, the Agent shall determine the CDOR Rate in respect of an issue of bankers’ acceptances in each Lender, other than any Lender that is a comparable amount and with comparable maturity to the Bankers’ Acceptances proposed to be issued on such date; (b) on or about 11:00 a.m. (Toronto time) on such dateNon-BA Lender, the Agent shall advise each Lender of the applicable BA Discount Rate; (c) each Lender shall complete and accept, in accordance with the Notice of Drawdown Notice, Conversion or Notice or Rollover Notice of Rollover/Conversion/Repayment delivered by the Borrower and and, in the case of a BA Issue under the Syndicated Facility or the Term Facility, advised by the Agent in connection with such issue, its share Pro Rata Share (as adjusted pursuant to Sections 4.1(b) and 4.5(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 BA Discount Rate applicable to such issue; and. (d) in On each Drawdown Date involving the case issuance of a DrawdownBankers’ Acceptances, each Lender shall, for same day value on the Drawdown Date, remit the BA Discount Proceeds or advance the BA Equivalent Advance, as the case may be, payable by such Lender (net of the acceptance fee BA Stamping Fee payable to such Lender pursuant to Section 6.23.4) to the Agent for the account of the BorrowerBorrower or, in the case of a BA Issue under the Operating Facility, to the Borrower directly; and the Agent shall make credit such funds available to the Borrower Borrower’s Accounts for same day value on such date. (3e) 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 BA 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 or, in the case of a Rollover of Bankers’ Acceptances under the Operating Facility, pay to the Operating Facility Lender directly, an amount equal to the difference between the face amount of the maturing Bankers’ Acceptances and the BA Discount Proceeds from the new Bankers’ Acceptances, together with the BA Stamping Fee payable to such Lender pursuant to Section 3.4. (f) In respect of any Conversion into Bankers’ Acceptances, in order to satisfy the continuing liability of the Borrower to a Lender for the amount of the converted Loan, each Lender shall receive and retain for its own account the BA 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 such Lender or, in the case of a Conversion of Bankers’ Acceptances under the Operating Facility, pay to the Operating Facility Lender directly, an amount equal to the difference between the principal amount of the converted Loan and the aggregate BA Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the BA Stamping Fee payable to such Lender pursuant to Section 3.4. (g) Each Lender may at any time and from time to time hold, sell, negotiate, 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 Borrower requesting the 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 LendersLender, the date of issue and issue, the Interest Period for such LoanLoan and, whether such Bankers’ Acceptances are to be self-marketed by the 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 Commitment 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) On Unless the 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) before 11:00 the 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. (Toronto Calgary time) on such date, the 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 Borrower and 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (3) The 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 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the applicable BA Discount RateRate applicable to it; (c) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Borrower and 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (34) 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. (1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Borrower requesting the 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 LendersLender, the date of issue and issue, the Interest Period for such LoanLoan and, whether such Bankers’ Acceptances are to be self marketed by the 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 Commitment 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) On Unless the 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) before 11:00 the 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. (Toronto Calgary time) on such date, the 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 Borrower and 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (3) The 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 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the applicable BA Discount RateRate applicable to it; (c) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Borrower and 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (3) 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. (1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Canadian Borrower requesting the issuance of Bankers’ AcceptancesAcceptances 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 LendersLender, the date of issue and issue, the Interest Period for such LoanLoan 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 Commitment 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) On 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) before 11:00 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. (Toronto 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 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the applicable BA Discount RateRate 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. (34) 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. (1a) Upon receipt by the Administrative Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Borrower requesting the issuance of Bankers’ ' Acceptances, the Administrative Agent shall will promptly notify the Revolving Lenders thereof and advise each Revolving Lender of the aggregate face amount of Bankers’ ' Acceptances to be accepted and purchased by such LendersRevolving Lender, the date of issue and the Interest Period for such Loan; the apportionment among the Revolving Lenders of the face amounts of Bankers’ ' Acceptances to be accepted by each Revolving Lender shall will be determined by the Administrative Agent by reference and in proportion to the respective Commitment Commitments of each Revolving Lender, provided that, when such apportionment cannot be evenly made, the Administrative Agent shall will round allocations amongst such Revolving Lenders consistent with the Administrative Agent’s 's normal money market practices. (2b) On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ ' Acceptances: (ai) before 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Administrative Agent shall will determine the CDOR Rate and will 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; (bii) on or about 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Administrative Agent shall will determine the BA Discount Rate applicable to each Lender and will advise each Lender of the applicable BA Discount RateRate applicable to it; (ciii) each Lender shall will complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Borrower and advised by the Administrative 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 issuedate; and (div) in the case of a Drawdown, each Lender shallwill, 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 6.27.3) to the Administrative Agent for the account of the Borrower; the Administrative Agent shall will make such funds available to the Borrower for same day value on such date. (3c) 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 accountit.

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' 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 LendersLender, the date of issue and issue, the Interest Period for such LoanLoan 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 Commitment 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) On 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) before 11:00 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. (Toronto 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 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the applicable BA Discount RateRate 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. (34) 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. (1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Borrower requesting the 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 LendersLender, the date of issue and issue, the Interest Period for such LoanLoan and, whether such Bankers' Acceptances are to be self-marketed by the 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 Commitment 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) On Unless the 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 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 8:30 a.m. (Toronto time) on such date, the 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 Borrower and 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 Borrower; the Agent shall make such funds available to the Borrower for same day. (3) The 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 11:00 8:30 a.m. (Toronto time) on such date, the Agent shall determine the CDOR Rate and, if applicable, 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 11:00 a.m. (Toronto time) as soon as possible on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the applicable BA Discount RateRate applicable to it; (c) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the Borrower and 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such datevalue. (3e) 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. (1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Borrower requesting the issuance of Bankers’ Acceptances' Acceptances under the Syndicated 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 LendersLender, the date of issue and the Interest Period for such Loan; 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 Commitment 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) On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ ' Acceptances: (a) before 11:00 9:00 a.m. (Toronto 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 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the applicable BA Discount RateRate applicable to it; (c) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (3) 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. (1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Borrower requesting the issuance of Bankers’ AcceptancesAcceptances under the Syndicated 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 LendersLender, the date of issue and the Interest Period for such Loan; 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 Commitment 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) On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances: (a) before 11:00 9:00 a.m. (Toronto 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 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the applicable BA Discount RateRate applicable to it; (c) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (3) 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 Administrative Agent of a Drawdown Notice, Conversion Notice Borrowing Request or Rollover Notice Interest Election Request from the Borrower requesting the issuance of Bankers’ Acceptances, the Administrative Agent shall promptly notify the Lenders thereof and advise each Lender of the aggregate face amount of Bankers’ Acceptances to be accepted and purchased by such LendersLender, the date of issue and the Interest Period for such Loan; the apportionment among the Lenders of the face amounts of Bankers’ Acceptances to be accepted by each Lender shall be determined by the Administrative Agent by reference and in proportion to the respective Commitment Commitment, as applicable, of each Lender, provided that, when such apportionment cannot be evenly made, the Administrative Agent shall round allocations amongst such Lenders consistent with the Administrative Agent’s normal money market practices. (2ii) On the date of each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances:Acceptance Borrowing: 2534129_10 (aA) before 11:00 8:00 a.m. (Toronto Calgary time) on such date, the Administrative 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; (bB) on or about 11:00 8:00 a.m. (Toronto Calgary time) on such date, the Administrative Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the applicable BA Discount RateRate applicable to it; (cC) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice Borrowing Request or Rollover Notice Interest Election Request delivered by the Borrower and advised by the Administrative 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 (dD) in the case of the initial making of a DrawdownBankers’ Acceptance Borrowing, each Lender shall, for same day value on the Drawdown Datedate of such Borrowing, remit the Discount Proceeds or advance the BA Equivalent AdvanceLoan, as the case may be, payable by such Lender (net of the acceptance fee payable to such Lender pursuant to Section 6.22.05(b)) to the Administrative Agent for the account of the Borrower; the Administrative Agent shall make such funds available to the Borrower for same day value on such date. (3iii) 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. (1a) By 8:00 a.m. (Calgary time) on the applicable Conversion Date or Rollover Date involving a BA Issue, the Borrower shall be deemed to have authorized each Lender, other than any Lender that is a Non-BA Lender, to sign 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 drawn by the Borrower on such Lender in a principal amount at maturity equal to such Lender's Pro Rata Share (as adjusted pursuant to Sections 4.1(b) and 4.6(b)) of the aggregate amount of the Bankers' Acceptances specified by the Borrower in the relevant Notice of Rollover/Conversion/Repayment, as notified to the Lenders by the Agent. (b) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice of Rollover/Conversion/Repayment from the Borrower requesting the issuance of Bankers’ Acceptancesa BA Issue, the Agent shall promptly notify the Lenders thereof and advise each Lender of the aggregate face amount Face Amount of Bankers’ ' Acceptances to be accepted by such LendersLender, the date of issue and issue, the Interest BA Period for such Loan; BA Issue and whether such Bankers' Acceptances are to be self-marketed by the apportionment Borrower or purchased by such Lenders for its own account and the BA Discount Proceeds and BA Stamping Fee in respect of the Bankers' Acceptances to be accepted by such Lender. The allocation among the Lenders of the face amounts 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 Commitment of each Lender, on a Pro Rata Basis provided that, when such apportionment allocation cannot be evenly made, such allocation shall be rounded by the Agent shall round allocations amongst such Lenders consistent in its discretion in accordance with the Agent’s its normal money market practices. (2c) On Unless the Borrower has elected pursuant to Section 4.6(d) to have each Drawdown DateLender purchase for its own account the BA Issue in question to be accepted by it in respect of any Rollover or Conversion, on each Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptancessuch BA Issue: (ai) before 11:00 the Borrower shall obtain quotations from prospective purchasers regarding the sale of the Bankers' Acceptances and shall accept such offers in its sole discretion; (ii) by no later than 8:00 a.m. (Toronto Calgary time) on such date, the Borrower shall provide the Agent with details regarding the sale of the Bankers' Acceptances described in (i) above whereupon the Agent shall determine promptly notify the CDOR Rate Lenders of the identity of the purchasers of such Bankers' Acceptances, the amounts being purchased by such purchasers, the BA Discount Proceeds for such Bankers' Acceptances less the BA Stamping Fees for such Bankers' Acceptances including each Lender's share thereof); and (iii) each Lender shall complete and accept in respect accordance with the Notice of an issue Rollover/Conversion/Repayment delivered by the Borrower and (if applicable) advised by the Agent in connection with such issue, its share of bankers’ acceptances in a comparable amount and with comparable maturity to the Bankers’ ' Acceptances proposed to be issued on such date;. (bd) on The Borrower may, with respect to a BA Issue hereunder from time to time, elect in the Notice of Rollover/Conversion/Repayment delivered in respect of such BA Issue to have the Lenders purchase such Bankers' Acceptances for their own account. On each such Rollover Date or about 11:00 a.m. (Toronto time) on Conversion Date involving such dateBA Issue being so purchased by the Lenders: each Lender, the Agent shall advise each Lender of the applicable other than a Non-BA Discount Rate; (c) each Lender Lender, shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice of Rollover/Conversion/Repayment delivered by the Borrower and advised by the Agent in connection with such issue, its share Pro Rata Share (as adjusted pursuant to Sections 4.1(b) and 4.6(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 BA Discount Rate applicable to such issue; and. (de) In respect of any Rollover of Bankers' Acceptances, in order to satisfy the case continuing liability of the Borrower to a DrawdownLender for the Face Amount of maturing Bankers' Acceptances accepted by such Lender, each such Lender shallshall receive and retain for its own account the BA Discount Proceeds of new Bankers' Acceptances issued on such Rollover, for same day value and the Borrower shall on the Drawdown Date, remit Rollover 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 BA Discount Proceeds or advance from the new Bankers' Acceptances, together with the BA Equivalent Advance, as the case may be, payable by such Lender (net of the acceptance fee Stamping Fee payable to such Lender pursuant to Section 6.23.4. (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 Loan, each Lender shall receive and retain for its own account the BA 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 Borrower; the Agent shall make such funds available Lenders an amount equal to the Borrower for same day value difference between the principal amount of the converted Loan and the aggregate BA Discount Proceeds from the Bankers' Acceptances issued on such dateConversion, together with the BA Stamping Fee payable to the Lenders pursuant to Section 3.4. (3g) Each Lender may at any time and from time to time hold, sell, negotiate, rediscount or otherwise dispose of any or all Bankers’ ' Acceptances accepted and purchased by it for its own account.

Mechanics of Issuance. (1a) By 10:00 a.m. (Calgary time) on the applicable Drawdown Date, Conversion Date or Rollover Date involving a BA Issue, the Borrower shall be deemed to have authorized each Lender, other than any Lender that is a Non-BA Lender, to sign 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 drawn by the Borrower on such Lender in a principal amount at maturity equal to such Lender’s Pro Rata Share (as adjusted pursuant to Sections 4.1(b) and 4.5(b)) of the aggregate amount of the Bankers’ Acceptances specified by the Borrower in the relevant Notice of Drawdown or Notice of Rollover/Conversion/Repayment, as notified to the Lenders by the Agent. (b) Upon receipt by the Agent of a Notice of Drawdown Notice, Conversion or Notice or Rollover Notice of Rollover/Conversion/Repayment from the Borrower requesting the issuance of Bankers’ Acceptancesa BA Issue, 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 LendersLender, the date of issue and issue, the Interest BA Period for such Loan; BA Issue and the apportionment BA Discount Proceeds and BA 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 by reference and in proportion to the respective Commitment of each Lender, on a Pro Rata Basis; provided that, when such apportionment allocation cannot be evenly made, such allocation shall be rounded by the Agent shall round allocations amongst such Lenders consistent in its discretion in accordance with the Agent’s its normal money market practices. (2c) On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances: (a) before 11:00 a.m. (Toronto time) on such datea BA Issue, the Agent shall determine the CDOR Rate in respect of an issue of bankers’ acceptances in each Lender, other than any Lender that is a comparable amount and with comparable maturity to the Bankers’ Acceptances proposed to be issued on such date; (b) on or about 11:00 a.m. (Toronto time) on such dateNon-BA Lender, the Agent shall advise each Lender of the applicable BA Discount Rate; (c) each Lender shall complete and accept, in accordance with the Notice of Drawdown Notice, Conversion or Notice or Rollover Notice of Rollover/Conversion/Repayment delivered by the Borrower and and, in the case of a BA Issue under the Syndicated Facility, advised by the Agent in connection with such issue, its share Pro Rata Share (as adjusted pursuant to Sections 4.1(b) and 4.5(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 BA Discount Rate applicable to such issue; and. (d) in On each Drawdown Date involving the case issuance of a DrawdownBankers’ Acceptances, each Lender shall, for same day value on the Drawdown Date, remit the BA Discount Proceeds or advance the BA Equivalent Advance, as the case may be, payable by such Lender (net of the acceptance fee BA Stamping Fee payable to such Lender pursuant to Section 6.23.4) to the Agent for the account of the BorrowerBorrower or, in the case of a BA Issue under the Operating Facility, to the Borrower directly; and the Agent shall make credit such funds available to the Borrower Borrower’s Accounts for same day value on such date. (3e) Each Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose In respect of any or all 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 purchased by it retain for its own accountaccount the BA 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 or, in the case of a Rollover of Bankers’ Acceptances under the Operating Facility, pay to the Operating Facility Lender directly, an amount equal to the difference between the face amount of the maturing Bankers’ Acceptances and the BA Discount Proceeds from the new Bankers’ Acceptances, together with the BA Stamping Fee payable to such Lender pursuant to Section 3.4. (f) In respect of any Conversion into Bankers’ Acceptances, in order to satisfy the continuing liability of the Borrower to a Lender for the amount of the converted Loan, each Lender shall receive and retain for its own account the BA 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 such Lender or, in the case of a Conversion of Bankers’ Acceptances under the Operating Facility, pay to the Operating Facility Lender directly, an amount equal to the difference between the principal amount of the converted Loan and the aggregate BA Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the BA Stamping Fee payable to such Lender pursuant to Section 3.4.

Mechanics of Issuance. (1a) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice of Borrowing from the Borrower requesting the issuance of Bankers’ Acceptancesa BA Issue, 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 LendersLender, the date of issue and the Interest BA Period for such Loan; BA Issue and BA Stamping Fee in respect of the apportionment 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 by reference and in proportion to the respective Commitment of each Lender, on a Pro Rata Basis; provided that, when such apportionment allocation cannot be evenly made, such allocation shall be rounded by the Agent shall round allocations amongst such Lenders consistent in its discretion in accordance with the Agent’s its normal money market practices. (2b) On each Drawdown Date, Rollover Date or Conversion Date involving a BA Issue, the issuance Borrower shall obtain quotations regarding the sale of the Bankers’ Acceptances: (a) before 11:00 ' Acceptances and provide the details thereof to the Agent prior to 9:00 a.m. (Toronto Calgary, Alberta local time) on such date, whereupon the Agent shall determine promptly notify the CDOR Rate in respect Lenders of an issue the identity of bankers’ acceptances in a comparable amount and with comparable maturity to the purchasers of such Bankers’ ' Acceptances proposed to be issued on such date; (b) on or about 11:00 a.m. (Toronto time) on such dateexcluding Discount Notes), the Agent shall advise each Lender of amounts and denominations being purchased by such purchasers, and settlement instructions in connection therewith, the applicable BA Discount Rate;Rates, the BA Discount Proceeds and the BA Stamping Fees applicable to such BA Issue (including each Lender's share thereof). (c) On each Drawdown Date, Rollover Date or Conversion Date involving a BA Issue, each Lender shall sign on behalf of the Borrower (if the power of attorney referred to in Section 4.4(a) remains in effect), complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice of Borrowing delivered by the Borrower and advised by the Agent in connection with such issue, its share Pro Rata Share (as adjusted pursuant to Sections 4.1(b) and 4.5(a)) of the Bankers’ ' Acceptances to be issued on such date and each Lender (other than Non-BA Lenders) shall purchase deliver such Bankers’ ' Acceptances for its own account at a purchase price which reflects in accordance with the BA Discount Rate applicable to such issue; andBorrower's settlement instructions. (d) in On each Drawdown Date involving the case issuance of a DrawdownBankers' Acceptances, each Lender shall, for same day value on the Drawdown Date, remit the BA Discount Proceeds received (or advance the BA Equivalent Advance, as in the case may beof Non-BA Lenders, payable the amount that would have been received if such Lender was not a Non-BA Lender) by such Lender (net of the acceptance fee BA Stamping Fee payable to such Lender pursuant to Section 6.23.4) to the Agent for the account of the Borrower; and the Agent shall make credit such funds available to the Borrower Borrower's Accounts for same day value on such date. (3e) 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 BA 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 BA Discount Proceeds from the new Bankers' Acceptances, together with the BA Stamping Fee payable to such Lender in the amount calculated pursuant to Section 3.4. (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 Advance, each Lender shall receive and retain for its own account the BA 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 Advance and the aggregate BA Discount Proceeds from the Bankers' Acceptances issued on such Conversion, together with the BA Stamping Fee payable to the Lenders in the amount calculated pursuant to Section 3.4. (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.

Mechanics of Issuance. To receive any Common Stock pursuant to the terms of this Agreement on any date (1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Borrower requesting the issuance of Bankers’ Acceptancesan “Issuance Date”), the Agent Investor shall promptly notify the Lenders thereof and advise each Lender of the aggregate face amount of Bankers’ Acceptances to be accepted by such Lenders, the date of issue and the Interest Period for such Loan; 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 deliver to the respective Commitment of each LenderCompany (whether via facsimile, provided thatelectronic mail or otherwise), when such apportionment cannot be evenly madefor receipt on or prior to 11:59 p.m., the Agent shall round allocations amongst such Lenders consistent with the Agent’s normal money market practices. (2) On each Drawdown DateNew York time, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances: (a) before 11:00 a.m. (Toronto time) on such date, the Agent shall determine the CDOR Rate in respect a copy of an issue executed notice in the form attached hereto as Exhibit B (the “Issuance Notice”). On or before the first Trading Day following the date of bankers’ acceptances receipt of an Issuance Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, in a comparable amount and with comparable maturity the form attached hereto as Exhibit C, of receipt of such Issuance Notice to the Bankers’ Acceptances proposed Investor and the Transfer Agent which confirmation shall constitute an instruction to be issued on the Transfer Agent to process such date; (b) on or about 11:00 a.m. (Toronto time) on such date, the Agent shall advise each Lender of the applicable BA Discount Rate; (c) each Lender shall complete and accept, Issuance Notice in accordance with the Drawdown terms herein. On or before the third Trading Day following the date on which the Company has received an Issuance Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Issuance Date of such shares of Common Stock issuable pursuant to such Issuance Notice) (the “Share Delivery Deadline”), Conversion Notice the Company shall (1) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Investor shall be entitled to the Investor’s or Rollover Notice delivered by its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Borrower and advised by Transfer Agent is not participating in the Agent in connection with such issueDTC Fast Automated Securities Transfer Program, its share upon the request of the Bankers’ Acceptances to be issued on such date Investor, issue 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 deliver (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 6.2via reputable overnight courier) to the Agent address as specified in the Issuance Notice, a certificate, registered in the name of the Investor or its designee, for the account number of shares of Common Stock to which the Borrower; Investor shall be entitled pursuant to such Issuance Notice. The Person or Persons entitled to receive the Agent shall make such funds available shares of Common Stock pursuant to the Borrower terms of this Agreement shall be treated for same day value all purposes as the record holder or holders of such shares of Common Stock on such datethe Issuance Date. Notwithstanding anything to the contrary contained in this Agreement, prior to the Investor’s receipt of a notice that the Shelf S-3 is not available with respect thereto, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Investor. The amount due under the New Note shall automatically be reduced by the amount used to purchase shares set forth in the Issuance Notice. (3) 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. To receive any Common Stock pursuant to the terms of this Agreement on any date (1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Borrower requesting the issuance of Bankers’ Acceptancesan “Issuance Date”), the Agent Investor shall promptly notify the Lenders thereof and advise each Lender of the aggregate face amount of Bankers’ Acceptances to be accepted by such Lenders, the date of issue and the Interest Period for such Loan; 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 deliver to the respective Commitment of each LenderCompany (whether via facsimile, provided thatelectronic mail or otherwise), when such apportionment cannot be evenly madefor receipt on or prior to 11:59 p.m., the Agent shall round allocations amongst such Lenders consistent with the Agent’s normal money market practices. (2) On each Drawdown DateNew York time, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances: (a) before 11:00 a.m. (Toronto time) on such date, the Agent shall determine the CDOR Rate in respect a copy of an issue executed notice in the form attached hereto as Exhibit D (the “Issuance Notice”). On or before the first Trading Day following the date of bankers’ acceptances receipt of an Issuance Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, in a comparable amount and with comparable maturity the form attached hereto as Exhibit E, of receipt of such Issuance Notice to the Bankers’ Acceptances proposed Investor and the Transfer Agent which confirmation shall constitute an instruction to be issued on the Transfer Agent to process such date; (b) on or about 11:00 a.m. (Toronto time) on such date, the Agent shall advise each Lender of the applicable BA Discount Rate; (c) each Lender shall complete and accept, Issuance Notice in accordance with the Drawdown terms herein. On or before the third Trading Day following the date on which the Company has received an Issuance Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Issuance Date of such shares of Common Stock issuable pursuant to such Issuance Notice) (the “Share Delivery Deadline”), Conversion Notice the Company shall (1) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Investor shall be entitled to the Investor’s or Rollover Notice delivered by its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Borrower and advised by Transfer Agent is not participating in the Agent in connection with such issueDTC Fast Automated Securities Transfer Program, its share upon the request of the Bankers’ Acceptances to be issued on such date Investor, issue 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 deliver (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 6.2via reputable overnight courier) to the Agent address as specified in the Issuance Notice, a certificate, registered in the name of the Investor or its designee, for the account number of shares of Common Stock to which the Borrower; Investor shall be entitled pursuant to such Issuance Notice. The Person or Persons entitled to receive the Agent shall make such funds available shares of Common Stock pursuant to the Borrower terms of this Agreement shall be treated for same day value all purposes as the record holder or holders of such shares of Common Stock on such datethe Issuance Date. Notwithstanding anything to the contrary contained in this Agreement, prior to the Investor’s receipt of a notice that the Shelf S-3 is not available with respect thereto, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Investor. The amount due under the New Note shall automatically be reduced by the amount used to purchase shares set forth in the Issuance Notice. (3) 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. (1) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Notice from the Borrower requesting the 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 LendersLender, the date of issue and issue, the Interest Period for such LoanLoan and, whether such Bankers' Acceptances are to be self marketed by the 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 Commitment 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) On Unless the 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) before 11:00 the 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. (Toronto Calgary time) on such date, the 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 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (3) The 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 11:00 9:00 a.m. (Toronto Calgary time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender of the applicable BA Discount RateRate applicable to it; (c) each relevant Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Notice delivered by the 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 Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (34) 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. (1a) Upon receipt by the Agent of a Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/ Repayment Notice from the Borrower requesting the 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 and purchased by such LendersLender, the date of issue and the Interest Period for such Loan; 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 Commitment applicable 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. (2b) On each Drawdown Date, Rollover Date or Conversion Date involving the issuance of Bankers’ Acceptances: (ai) before on or about 11:00 a.m. (Toronto time) on such date, the Agent shall determine the CDOR Rate and shall obtain quotations from each Schedule II Lender and Schedule III Lender of the BA Discount Rate then applicable to bankers’ acceptances accepted by such Schedule II Lender and 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; (bii) on or about 11:00 a.m. (Toronto time) on such date, the Agent shall determine the BA Discount Rate applicable to each Lender and shall advise each Lender and the Borrower of the applicable BA Discount RateRate applicable to it; (ciii) each Lender shall complete and accept, in accordance with the Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice delivered by the Borrower and 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 (div) in the case of a Drawdown, each Lender shall, for same day value on the Drawdown Date, remit the BA Discount Proceeds or advance the BA Equivalent Advance, as the case may be, payable by such Lender (net of the acceptance stamping fee payable to such Lender pursuant to Section 6.24.4) to the Agent for the account of the Borrower; the Agent shall make such funds available to the Borrower for same day value on such date. (3c) 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.