Common use of Set-Off, etc Clause in Contracts

Set-Off, etc. Upon the occurrence of an Event of Default which continues, the Agent, each Lender and each of their respective branches and offices are hereby authorized by each Obligor from time to time, with notice (which such notice may be provided to the Borrower after the occurrence of any of the following and provided that the Agent and the Lenders shall not be liable for any failure to provide such notice) to the Borrowers, to: (a) set off and apply any and all amounts owing by the Agent, any Lender or any of their respective branches or offices to any Obligor (whether payable in Canadian Dollars or any other currency and any amounts so owing in any other currency may be converted into one or more currencies in which the Obligations are denominated at such rate or rates as the party may be able to obtain, acting reasonably, whether matured or unmatured, and in the case of deposits, whether general or special, time or demand and however evidenced) against and on account of the Obligations (whether or not any declaration under Section 10.2 has been made and whether or not those Obligations are unmatured or contingent); (b) hold any amounts owing by the Agent or any Lender as collateral to secure payment of the Obligations owing to it to the extent that those amounts may be required to satisfy any contingent or unmatured Obligations owing to it; and (c) return as unpaid for insufficient funds any and all cheques and other items drawn against any deposits so held as the Agent or any Lender in its sole discretion may elect. For greater certainty, after the occurrence of an Event of Default which continues, and in addition to the rights, powers and remedies set out above, the Agent, each Lender and each of their respective branches and offices, may exercise at their discretion without notice to the Obligors any and all set-off and other rights and remedies afforded to each of them pursuant to Applicable Law. The amount of any set-off exercised by the Agent or a Lender shall be applied in accordance with the provisions of this Agreement.

Set-Off, etc. Upon The Borrower agrees that, in addition to (and without limitation of) any right of set-off, bankers' lien or counterclaim a Lender may otherwise have and in addition to the occurrence of an Event of Default which continues, the Agentdebit right afforded in Section 1.15, each Lender (and each subsequent holder of their any Note) shall be entitled, at its option, to offset balances held by it, or by any of its respective branches and offices or agencies, for the account of the Borrower at any of its or their offices, in Dollars or in any other currency, against any principal of or interest on the Notes held by such Lender (or subsequent noteholder) or other fees or charges owed to such Lender (or subsequent noteholder) hereunder which are hereby authorized by each Obligor from time to time, with notice not paid when due (which regardless of whether such notice may be provided balances are then due to the Borrower after and regardless of whether the occurrence of any of Lenders are otherwise fully secured), in which case it shall promptly notify the following Borrower and the Agent thereof, provided that such Lender's (or subsequent noteholder's) failure to give such notice shall not affect the validity thereof and (as security for any Indebtedness hereunder) the Borrower hereby grants to the Agent and the Lenders shall not be liable for any failure to provide such notice) to the Borrowers, to: (a) set off and apply a continuing security interest in any and all balances, credit, deposits, accounts or moneys of the Borrower maintained with the Agent and any Lender now or hereafter. If a Lender (or subsequent noteholder) shall obtain payment of any principal, interest or other amounts owing payable under this Agreement through the exercise of any right of set-off, banker's lien or counterclaim or otherwise or pursuant to the debit right provided in Section 1.15, it shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Note(s) held by the Agentother Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata based upon the unpaid principal amounts of and interest on the Note(s) held by each of them. To such end, the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender or any other Person which purchases a participation (or direct interest) in the Note(s) held by any or all of their respective branches the Lenders (each being hereinafter referred to as a "Participant") may exercise all rights of set-off, bankers' lien, counterclaim or offices similar rights with respect to such participation as fully as if such Participant were a direct holder of Notes in the amount of such participation, provided that the Borrower was notified of such purchase. Nothing contained herein shall be deemed to require any Participant to exercise any such right or shall affect the right of any Participant to exercise, and retain the benefits of exercising, any such right with respect to any Obligor (whether payable in Canadian Dollars indebtedness or any other currency and any amounts so owing in any other currency may be converted into one or more currencies in which the Obligations are denominated at such rate or rates as the party may be able to obtain, acting reasonably, whether matured or unmatured, and in the case of deposits, whether general or special, time or demand and however evidenced) against and on account obligation of the Obligations (whether or not any declaration Borrower, other than the Borrower's indebtedness and obligations under Section 10.2 has been made and whether or not those Obligations are unmatured or contingent); (b) hold any amounts owing by the Agent or any Lender as collateral to secure payment of the Obligations owing to it to the extent that those amounts may be required to satisfy any contingent or unmatured Obligations owing to it; and (c) return as unpaid for insufficient funds any and all cheques and other items drawn against any deposits so held as the Agent or any Lender in its sole discretion may elect. For greater certainty, after the occurrence of an Event of Default which continues, and in addition to the rights, powers and remedies set out above, the Agent, each Lender and each of their respective branches and offices, may exercise at their discretion without notice to the Obligors any and all set-off and other rights and remedies afforded to each of them pursuant to Applicable Law. The amount of any set-off exercised by the Agent or a Lender shall be applied in accordance with the provisions of this Agreement.

Set-Off, etc. Upon The Borrower agrees that, in addition to (and without limitation of) any right of set-off, bankers' lien or counterclaim a Lender may otherwise have and in addition to the occurrence of an Event of Default which continues, the Agentdebit right afforded in Section 1.12, each Lender (and each subsequent holder of their any Note) shall be entitled, at its option, to offset balances held by it, or by any of its respective branches and offices or agencies, for the account of the Borrower at any of its offices, in Dollars or in any other currency, against any principal of or interest on the Notes held by such Lender (or subsequent noteholder) or other fees or charges owed to such Lender (or subsequent noteholder) hereunder which are hereby authorized by each Obligor from time to time, with notice not paid when due (which regardless of whether such notice may be provided balances are then due to the Borrower after and regardless of whether the occurrence of any of Lenders are otherwise fully secured), in which case it shall promptly notify the following Borrower and the Agent thereof, provided that such Lender's (or subsequent noteholder's) failure to give such notice shall not affect the validity thereof and (as security for any Indebtedness hereunder) the Borrower hereby grants to the Agent and the Lenders shall not be liable for any failure to provide such notice) to the Borrowers, to: (a) set off and apply a continuing security interest in any and all balances, credit, deposits, accounts or moneys of the Borrower maintained with the Agent and any Lender now or hereafter. If a Lender (or subsequent noteholder) shall obtain payment of any principal, interest or other amounts owing payable under this Agreement through the exercise of any right of set-off, bankees lien or counterclaim or otherwise or pursuant to the debit right provided in Section 1.12, it shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Note(s) held by the Agentother Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata based upon the unpaid principal amounts of and interest on the Note(s) held by each of them. To such end, the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender or any other Person which becomes an assignee pursuant to Article XIII(B) hereof with respect to the Loans (each being hereinafter referred to as an "Assignee") may exercise all rights of their respective branches setoff, bankers' lien, counterclaim or offices similar rights with respect to such assignment. Nothing contained herein shall be deemed to require any Assignee to exercise any such right or shall affect the right of any Assignee to exercise, and retain the benefits of exercising, any such right with respect to any Obligor (whether payable in Canadian Dollars indebtedness or any other currency and any amounts so owing in any other currency may be converted into one or more currencies in which the Obligations are denominated at such rate or rates as the party may be able to obtain, acting reasonably, whether matured or unmatured, and in the case of deposits, whether general or special, time or demand and however evidenced) against and on account obligation of the Obligations (whether or not any declaration Borrower, other than the Borrowees indebtedness and obligations under Section 10.2 has been made and whether or not those Obligations are unmatured or contingent); (b) hold any amounts owing by the Agent or any Lender as collateral to secure payment of the Obligations owing to it to the extent that those amounts may be required to satisfy any contingent or unmatured Obligations owing to it; and (c) return as unpaid for insufficient funds any and all cheques and other items drawn against any deposits so held as the Agent or any Lender in its sole discretion may elect. For greater certainty, after the occurrence of an Event of Default which continues, and in addition to the rights, powers and remedies set out above, the Agent, each Lender and each of their respective branches and offices, may exercise at their discretion without notice to the Obligors any and all set-off and other rights and remedies afforded to each of them pursuant to Applicable Law. The amount of any set-off exercised by the Agent or a Lender shall be applied in accordance with the provisions of this Agreement.

Set-Off, etc. Upon the occurrence Each Borrower agrees that, in addition to (and without limitation of) any right of an Event of Default which continuesset-off, the Agentbankers' lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option, to offset balances held by it (other than accounts as to which the Borrower is acting solely as a fiduciary) for the account of such Borrower at any of its offices, against any principal of or interest on the Notes held by such Lender or other fees or charges owed to such Lender hereunder which are not paid when due (regardless of whether such balances are then due to such Borrower), in which case it shall promptly notify the Borrowers and each of their respective branches and offices are hereby authorized by each Obligor from time the Agent thereof, provided that such Lender's failure to time, with notice (which give such notice may be provided shall not affect the validity thereof and (as security for any Indebtedness hereunder) each Borrower hereby grants to the Borrower after the occurrence of any of the following and provided that the Agent and the Lenders shall not be liable for any failure to provide such notice) to the Borrowers, to: (a) set off and apply a continuing security interest in any and all balances, credit, deposits, accounts or moneys of the Borrower maintained with the Agent and any Lender now or hereafter (other than accounts as to which the Borrower is acting solely as a fiduciary). If a Lender shall obtain payment of any principal, interest or other amounts owing payable under this Agreement through the exercise of any right of set-off, banker's lien or counterclaim or otherwise, it shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Note(s) held by the Agentother Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal amounts of and interest on the Note(s) held by each of them within one Business Day of such event. To such end, the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) within five (5) Business Days if such payment is rescinded or must otherwise be restored. Each Borrower agrees that any Lender or any other Person which purchases a participation (or direct interest) in the Note(s) held by any or all of their respective branches the Lenders (each being hereinafter referred to as a "PARTICIPANT") may exercise all rights of set-off, bankers' lien, counterclaim or offices similar rights with respect to such participation as fully as if such Participant were a direct holder of Notes in the amount of such participation, provided that the Borrower was notified of such purchase. Nothing contained herein shall be deemed to require any Participant to exercise any such right or shall affect the right of any Participant to exercise, and retain the benefits of exercising, any such right with respect to any Obligor (whether payable in Canadian Dollars indebtedness or any other currency and any amounts so owing in any other currency may be converted into one or more currencies in which the Obligations are denominated at such rate or rates as the party may be able to obtain, acting reasonably, whether matured or unmatured, and in the case of deposits, whether general or special, time or demand and however evidenced) against and on account obligation of the Obligations (whether or not any declaration Borrowers, other than the Borrowers' indebtedness and obligations under Section 10.2 has been made and whether or not those Obligations are unmatured or contingent); (b) hold any amounts owing by the Agent or any Lender as collateral to secure payment of the Obligations owing to it to the extent that those amounts may be required to satisfy any contingent or unmatured Obligations owing to it; and (c) return as unpaid for insufficient funds any and all cheques and other items drawn against any deposits so held as the Agent or any Lender in its sole discretion may elect. For greater certainty, after the occurrence of an Event of Default which continues, and in addition to the rights, powers and remedies set out above, the Agent, each Lender and each of their respective branches and offices, may exercise at their discretion without notice to the Obligors any and all set-off and other rights and remedies afforded to each of them pursuant to Applicable Law. The amount of any set-off exercised by the Agent or a Lender shall be applied in accordance with the provisions of this Agreement.

Set-Off, etc. Upon The Borrowers each agree that, in addition to (and without limitation of) any right of set-off, bankers’ lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option exercisable following an acceleration of the Obligations due to the occurrence of an Event of Default which continuesbut only after obtaining the Administrative Agent’s consent thereto, the Agent, each Lender and each of their respective branches and offices are hereby authorized to offset balances held by each Obligor from time it (other than accounts as to time, with notice (which such notice may be provided to Borrower is acting solely as a fiduciary or any Cash Collateral Account) for the account of such Borrower after the occurrence of at any of its offices, against any principal of or interest on the following and provided that the Agent and the Lenders shall Loans held by such Lender or other fees or charges owed to such Lender hereunder which are not be liable for any failure to provide paid when due (regardless of whether such notice) balances are then due to the Borrowers, to: or any of them), in which case it shall promptly notify such Borrower and the Administrative Agent thereof; provided that such Lender’s failure to give such notice shall not affect the validity thereof and (aas security for any Indebtedness hereunder) set off each Borrower hereby grants to the Administrative Agent and apply the Secured Parties a continuing security interest in any and all amounts owing by balances, credit, deposits, accounts or moneys of such Borrower maintained with the Agent, Administrative Agent and any Lender now or any of their respective branches or offices hereafter (other than accounts as to any Obligor (whether payable in Canadian Dollars or any other currency and any amounts so owing in any other currency may be converted into one or more currencies in which the Obligations are denominated at such rate or rates Borrower is acting solely as the party may be able to obtain, acting reasonably, whether matured or unmatured, and in the case of deposits, whether general or special, time or demand and however evidenced) against and on account of the Obligations (whether or not any declaration under Section 10.2 has been made and whether or not those Obligations are unmatured or contingenta fiduciary); (b) hold any amounts owing by the Agent or any . If a Lender as collateral to secure shall obtain payment of any principal, interest or other amounts payable under this Agreement through the Obligations owing to exercise of any right of set-off, banker’s lien or counterclaim or otherwise, it shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loan(s) held by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that those amounts all the Lenders shall share the benefit of such payment (net of any expenses which may be required to satisfy any contingent or unmatured Obligations owing to it; and (c) return as unpaid for insufficient funds any and all cheques and other items drawn against any deposits so held as the Agent or any incurred by such Lender in its sole discretion may elect. For greater certainty, after the occurrence of an Event of Default which continues, and in addition to the rights, powers and remedies set out above, the Agent, each Lender and each of their respective branches and offices, may exercise at their discretion without notice to the Obligors any and all set-off and other rights and remedies afforded to each of them pursuant to Applicable Law. The amount of any set-off exercised by the Agent obtaining or a Lender shall be applied preserving such benefit) pro rata in accordance with the provisions unpaid principal amounts of and interest on the Loan(s) held by each of them within one Business Day of such event. To such end, the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) within 5 Business Days if such payment is rescinded or must otherwise be restored. The Borrowers agrees that any Participant may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Participant were a direct holder of Loans in the amount of such participation; provided that each Borrower was notified (prior to the exercise of such Participant’s right of setoff) of such purchase. Nothing contained herein shall be deemed to require any Participant to exercise any such right or shall affect the right of any Participant to exercise, and retain the benefits of exercising, any such right with respect to any indebtedness or obligation of such Borrower, other than the Borrowers’ indebtedness and Obligations under this Agreement.

Set-Off, etc. Upon the occurrence of an demand, Default or Event of Default which continuesDefault, the Agent, the US Administrative Agent, the US Security Agent and each Lender and each of their respective branches and offices are hereby authorized by each Obligor from time to time, with without notice (which such notice may be provided to the Borrower after the occurrence of any of the following and provided that the Agent and the Lenders shall not be liable for any failure to provide such notice) to the Borrowers, to: (a) set off and apply any and all amounts owing by the Agent, the US Administrative Agent, the US Security Agent or any Lender or any of their respective its branches or offices to any Obligor (whether payable in Canadian Dollars or any other currency and any amounts so owing in any other currency may be converted into one or more currencies in which the Obligations are denominated at such rate or rates as the party may be able to obtain, acting reasonably, reasonably - whether matured or unmatured, and in the case of deposits, whether general or special, time or demand and however evidenced) against and on account of the Obligations (whether or not any declaration under Section 10.2 has been made and whether or not those Obligations are unmatured or contingent); (b) hold any amounts owing by the Agent, the US Administrative Agent, the US Security Agent or any Lender as collateral to secure payment of the Obligations owing to it to the extent that those amounts may be required to satisfy any contingent or unmatured Obligations owing to it; and (c) return as unpaid for insufficient funds any and all cheques and other items drawn against any deposits so held as the Agent, the US Administrative Agent, the US Security Agent or any Lender in its sole discretion may elect. For greater certainty, after the occurrence of an Event of Default which continues, and in addition to the rights, powers and remedies set out above, the Agent, the US Administrative Agent, the US Security Agent, each Lender and each of their respective branches and offices, may exercise at their discretion without notice to the Obligors any and all set-off and other rights and remedies afforded to each of them pursuant to Applicable Law. The amount of any set-off exercised by the Agent, the US Administrative Agent, the US Security Agent or a Lender shall be applied in accordance with the provisions of this the Security Sharing Agreement.