Common use of Bank Accounts; Offset Clause in Contracts

Bank Accounts; Offset. (a) The US Borrower hereby agrees that each Lender shall have the right to offset (which shall be in addition to all other interests, liens, and rights of any Lender at common Law, under the Loan Documents, or otherwise) (i) any and all moneys, securities or other property (and the proceeds therefrom) of such Borrower now or hereafter held or received by or in transit to any Lender for the account of the US Borrower, (ii) any and all deposits (general or special, time or demand, provisional or final) of the US Borrower with any Lender, (iii) any other credits and balances of the US Borrower at any time existing against any Lender, including claims under certificates of deposit, and (iv) any indebtedness owed or payable by any Lender to the US Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance thereof, each Lender is hereby authorized to offset against the Obligations then due and payable to it (in either case without notice to the US Borrower), any and all items hereinabove referred to. To the extent that the US Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the US Borrower for the account of, third party royalty or joint interest owners. Each Lender agrees promptly to notify each applicable Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. (b) Each Canadian Borrower hereby agrees that each Canadian Lender shall have the right to offset (which shall be in addition to all other interests, liens, and rights of such Canadian Lender at common Law, under the Loan Documents, or otherwise) (a) any and all moneys, securities or other property (and the proceeds therefrom) of such Canadian Borrower now or hereafter held or received by or in transit to any Canadian Lender for the account of such Canadian Borrower, (b) any and all deposits (general or special, time or demand, provisional or final) of such Canadian Borrower with any Canadian Lender, (c) any other credits and balances of such Canadian Borrower at any time existing against any Canadian Lender, including claims under certificates of deposit, and (d) any indebtedness owed or payable by any Canadian Lender to such Canadian Borrower at any time against Canadian Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance thereof, each Canadian Lender is hereby authorized to offset against the Canadian Obligations then due and payable to it by such Canadian Borrower (in either case without notice to such Canadian Borrower), any and all items hereinabove referred to. To the extent that either Canadian Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to such Canadian Borrower for the account of, third party royalty or joint interest owners. Each Canadian Lender agrees promptly to notify each Canadian Borrower and the Administrative Agent after any such set-off and application made by such Canadian Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Bank Accounts; Offset. (a) The US To secure the repayment of the Obligations and the Rate Management Obligations, each Borrower hereby agrees that grants to the Administrative Agent and each Lender shall have the a security interest, a lien, and a right to offset (of setoff and offset, each of which shall will be in addition to all other interests, liens, and rights of any Lender at common Law, under the Loan Documents, or otherwise) , and each of which will be upon and against (ia) any and all moneys, securities or and other property (and the proceeds therefrom) of such Borrower now or hereafter held or received by or in transit to any Lender for the account of the US Borrower, (ii) any and all deposits (general from or special, time or demand, provisional or final) of the US Borrower with any Lender, (iii) any other credits and balances of the US Borrower at any time existing against any Lender, including claims under certificates of deposit, and (iv) any indebtedness owed or payable by any Lender to the US Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance thereof, each Lender is hereby authorized to offset against the Obligations then due and payable to it (in either case without notice to the US Borrower), any and all items hereinabove referred to. To the extent that the US Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the US Borrower for the account of, third party royalty or joint interest owners. Each Lender agrees promptly to notify each applicable Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. (b) Each Canadian Borrower hereby agrees that each Canadian Lender shall have the right to offset (which shall be in addition to all other interests, liens, and rights of such Canadian Lender at common Law, under the Loan Documents, or otherwise) (a) any and all moneys, securities or other property (and the proceeds therefrom) of such Canadian Borrower now or hereafter held or received by or in transit to any Canadian Lender for the account of such Canadian Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits and deposit accounts (general or special, time or demand, provisional or final) of such Canadian Borrower with any Canadian Lender, and (c) any other credits and balances claims of such Canadian Borrower at any time existing against any Canadian Lender, including claims under certificates of depositdeposit (excluding from the foregoing security interest grant and right of set off and offset the accounts of the accounts at BOK as specified on Schedule 7 hereto (collectively, and (d) any indebtedness owed or payable by any Canadian Lender to such Canadian Borrower at any time against Canadian Obligations due to it that have not been paid when duethe "Excluded Accounts"). At any time and from time to time after during the occurrence continuance of any Event of Default and during the continuance thereofDefault, each Canadian Lender is hereby authorized to foreclose upon, or to offset against the Canadian Obligations then due and payable to it by such Canadian Borrower (in either case without notice to such Canadian any Borrower), any and all items hereinabove referred to. To The remedies of foreclosure and offset are separate and cumulative, and either may be exercised independently of the extent that either Canadian Borrower has accounts designated as royalty other without regard to procedures or joint interest owner accountsrestrictions applicable to the other. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT OR THE LENDERS TO EXERCISE ANY RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE ADVANCES PRIOR TO EXERCISING ANY RIGHT OF SET OFF WITH RESPECT TO ANY DEPOSITS, the foregoing right of offset shall not extend to funds in such accounts which belong toCREDITS OR OTHER PROPERTY OF THE CREDIT PARTIES ARE HEREBY KNOWINGLY, or otherwise arise from payments to such Canadian Borrower for the account of, third party royalty or joint interest owners. Each Canadian Lender agrees promptly to notify each Canadian Borrower and the Administrative Agent after any such set-off and application made by such Canadian Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.VOLUNTARILY AND IRREVOCABLY WAIVED

Bank Accounts; Offset. (a) The US U.S. Borrower hereby agrees that each Lender shall have the right to offset (which shall be in addition to all other interests, liens, and rights of any Lender at common Law, under the Loan Documents, or otherwise) (i) any and all moneys, securities or other property (and the proceeds therefrom) of such suchthe Borrower now or hereafter held or received by or in transit to any Lender for the account of the US U.S. Borrower, (ii) any and all deposits (general or special, time or demand, provisional or final) of the US U.S. Borrower with any Lender, (iii) any other credits and balances of the US U.S. Borrower at any time existing against any Lender, including claims under certificates of deposit, and (iv) any indebtedness owed or payable by any Lender to the US U.S. Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance thereof, each Lender is hereby authorized to offset against the Obligations then due and payable to it (in either case without notice to the US U.S. Borrower), any and all items hereinabove referred to. To the extent that the US U.S. Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the US U.S. Borrower for the account of, third party royalty or joint interest owners. Each Lender agrees promptly to notify each applicable applicablethe Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. (b) Each The Canadian Borrower hereby agrees that each Canadian Lender shall have the right to offset (which shall be in addition to all other interests, liens, and rights of such Canadian Lender at common Law, in equity, under the Loan Documents, or otherwise) (a) any and all moneys, securities or other property (and the proceeds therefrom) of such the Canadian Borrower now or hereafter held or received by or in transit to any Canadian Lender for the account of such the Canadian Borrower, (b) any and all deposits (general or special, time or demand, provisional or final) of such the Canadian Borrower with any Canadian Lender, (c) any other credits and balances of such the Canadian Borrower at any time existing against any Canadian Lender, including claims under certificates of deposit, and (d) any indebtedness owed or payable by any Canadian Lender to such the Canadian Borrower at any time against Canadian Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance thereof, each Canadian Lender is hereby authorized to offset against the Canadian Obligations then due and payable to it by such the Canadian Borrower (in either case without notice to such the Canadian Borrower), any and all items hereinabove referred to, and the Canadian Borrower hereby irrevocably and unconditionally consents to the same and authorizes and directs the Agent and each Canadian Lender (as applicable) to apply all such items listed above against such Canadian Obligations. To the extent that either the Canadian Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to such the Canadian Borrower for the account of, third party royalty or joint interest owners. Each Canadian Lender agrees promptly to notify each the Canadian Borrower and the Administrative Agent after any such set-off and application made by such Canadian Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Bank Accounts; Offset. (a) The US U.S. Borrower hereby agrees that each Lender shall have the right to offset (which shall be in addition to all other interests, liens, and rights of any Lender at common Law, under the Loan Documents, or otherwise) (i) any and all moneys, securities or other property (and the proceeds therefrom) of such Borrower now or hereafter held or received by or in transit to any Lender for the account of the US U.S. Borrower, (ii) any and all deposits (general or special, time or demand, provisional or final) of the US U.S. Borrower with any Lender, (iii) any other credits and balances of the US U.S. Borrower at any time existing against any Lender, including claims under certificates of deposit, and (iv) any indebtedness owed or payable by any Lender to the US U.S. Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance thereof, each Lender is hereby authorized to offset against the Obligations then due and payable to it (in either case without notice to the US U.S. Borrower), any and all items hereinabove referred to. To the extent that the US U.S. Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the US U.S. Borrower for the account of, third party royalty or joint interest owners. Each Lender agrees promptly to notify each applicable Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. (b) Each The Canadian Borrower hereby agrees that each Canadian Lender shall have the right to offset (which shall be in addition to all other interests, liens, and rights of such Canadian Lender at common Law, in equity, under the Loan Documents, or otherwise) (a) any and all moneys, securities or other property (and the proceeds therefrom) of such the Canadian Borrower now or hereafter held or received by or in transit to any Canadian Lender for the account of such the Canadian Borrower, (b) any and all deposits (general or special, time or demand, provisional or final) of such the Canadian Borrower with any Canadian Lender, (c) any other credits and balances of such the Canadian Borrower at any time existing against any Canadian Lender, including claims under certificates of deposit, and (d) any indebtedness owed or payable by any Canadian Lender to such the Canadian Borrower at any time against Canadian Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance thereof, each Canadian Lender is hereby authorized to offset against the Canadian Obligations then due and payable to it by such the Canadian Borrower (in either case without notice to such the Canadian Borrower), any and all items hereinabove referred to, and the Canadian Borrower hereby irrevocably and unconditionally consents to the same and authorizes and directs the Agent and each Canadian Lender (as applicable) to apply all such items listed above against such Canadian Obligations. To the extent that either the Canadian Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to such the Canadian Borrower for the account of, third party royalty or joint interest owners. Each Canadian Lender agrees promptly to notify each the Canadian Borrower and the Administrative Agent after any such set-off and application made by such Canadian Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

Bank Accounts; Offset. (a) The US Borrower hereby agrees that each Lender shall have the right to offset (which shall be in addition to all other interests, liens, and rights of any Lender at common Law, under the Loan Documents, or otherwise) (ia) any and all moneys, securities or other property (and the proceeds therefrom) of such Borrower now or hereafter held or received by or in transit to any Lender for the account of the US Borrower, (iib) any and all deposits (general or special, time or demand, provisional or final) of the US Borrower with any Lender, (iiic) any other credits and balances of the US Borrower at any time existing against any Lender, including claims under certificates of deposit, and (ivd) any indebtedness owed or payable by any Lender to the US Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance thereof, each Lender is hereby authorized to offset against the Obligations then due and payable to it (in either case without notice to the US Borrower), any and all items hereinabove referred to. To the extent that the US Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the US Borrower for the account of, third party royalty or joint interest owners. Each Lender agrees promptly to notify each applicable Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. (b) Each Canadian Borrower hereby agrees that each Canadian Lender shall have the right to offset (which shall be in addition to all other interests, liens, and rights of such Canadian Lender at common Law, under the Loan Documents, or otherwise) (a) any and all moneys, securities or other property (and the proceeds therefrom) of such Canadian Borrower now or hereafter held or received by or in transit to any Canadian Lender for the account of such Canadian Borrower, (b) any and all deposits (general or special, time or demand, provisional or final) of such Canadian Borrower with any Canadian Lender, (c) any other credits and balances of such Canadian Borrower at any time existing against any Canadian Lender, including claims under certificates of deposit, and (d) any indebtedness owed or payable by any Canadian Lender to such Canadian Borrower at any time against Canadian Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance thereof, each Canadian Lender is hereby authorized to offset against the Canadian Obligations then due and payable to it by such Canadian Borrower (in either case DEVON CREDIT AGREEMENT without notice to such Canadian Borrower), any and all items hereinabove referred to. To the extent that either Canadian Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to such Canadian Borrower for the account of, third party royalty or joint interest owners. Each Canadian Lender agrees promptly to notify each Canadian Borrower and the Administrative Agent after any such set-off and application made by such Canadian Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.