Credit Party, including (without limitation) the proceeds of the
sale, all of which shall continue to constitute part of the Collateral.
10.16.
QUEBEC SECURITY.
FOR GREATER CERTAINTY, AND WITHOUT
LIMITING THE POWERS OF THE AGENT HEREUNDER OR UNDER ANY OF THE OTHER LOAN
DOCUMENTS, EACH OF THE LENDERS HEREBY ACKNOWLEDGES THAT THE AGENT SHALL, FOR
PURPOSES OF HOLDING ANY SECURITY GRANTED BY THE BORROWER ON THE BORROWER'S
PROPERTY PURSUANT TO THE LAWS OF THE PROVINCE OF QUEBEC TO SECURE PAYMENT OF ANY
BOND (THE "BOND"), BE THE HOLDER OF AN IRREVOCABLE POWER OF ATTORNEY (FONDÉ DE
POUVOIR) (WITHIN THE MEANING OF THE CIVIL CODE OF QUEBEC) FOR ALL PRESENT AND
FUTURE LENDERS AND IN PARTICULAR FOR ALL PRESENT AND FUTURE HOLDERS OF THE
BOND.
EACH OF THE AGENT AND THE LENDERS HEREBY IRREVOCABLY CONSTITUTES, TO THE
EXTENT NECESSARY, THE AGENT AS THE HOLDER OF AN IRREVOCABLE POWER OF ATTORNEY
(FONDÉ DE POUVOIR) (WITHIN THE MEANING OF ARTICLE 2692 OF THE CIVIL CODE OF
QUEBEC) IN ORDER TO HOLD SECURITY GRANTED BY THE BORROWER IN THE PROVINCE OF
QUEBEC TO SECURE THE BOND.
EACH LENDER HEREBY FURTHER CONSTITUTES AND APPOINTS
THE AGENT AS MANDATARY IN ORDER TO HOLD THE BOND FOR AND ON BEHALF OF THE
LENDERS.
EACH ELIGIBLE ASSIGNEE HEREUNDER SHALL BE DEEMED TO HAVE CONFIRMED AND
RATIFIED THE CONSTITUTION OF THE AGENT AS THE HOLDER OF SUCH IRREVOCABLE POWER
OF ATTORNEY (FONDÉ DE POUVOIR) AND THE CONSTITUTION AND APPOINTMENT OF THE AGENT
AS MANDATARY TO HOLD THE BONDS FOR AND ON BEHALF OF THE LENDER BY THE EXECUTION
OF THE RELEVANT ASSIGNMENT AGREEMENT.
NOTWITHSTANDING THE PROVISIONS OF
SECTION 32 OF THE AN ACT RESPECTING THE SPECIAL POWERS OF LEGAL PERSONS
(QUEBEC), THE AGENT MAY ACQUIRE AND BE THE HOLDER OF THE BOND. THE BORROWER
HEREBY ACKNOWLEDGES THAT THE BONDS CONSTITUTE A TITLE OF INDEBTEDNESS, AS SUCH
TERM IS USED IN ARTICLE 2692 OF THE CIVIL CODE OF QUEBEC.
ARTICLE XI
SETOFF; RATABLE PAYMENTS
11.1.
SETOFF.
IN ADDITION TO, AND WITHOUT LIMITATION OF,
ANY RIGHTS OF THE LENDERS UNDER APPLICABLE LAW, IF ANY DEFAULT OCCURS AND
CONTINUES, ANY AND ALL DEPOSITS (INCLUDING ALL ACCOUNT BALANCES, WHETHER
PROVISIONAL OR FINAL AND WHETHER OR NOT COLLECTED OR AVAILABLE) AND ANY OTHER
INDEBTEDNESS AT ANY TIME OWING BY ANY LENDER OR ANY AFFILIATE OF ANY LENDER TO
OR FOR THE CREDIT
80
OR ACCOUNT OF ANY CREDIT PARTY MAY BE OFFSET AND APPLIED TOWARD THE PAYMENT OF
THE SECURED OBLIGATIONS THEN DUE AND OWING TO SUCH LENDER, AND EACH LENDER SHALL
ENDEAVOR TO GIVE NOTICE OF ANY SUCH SET-OFF TO THE BORROWER, PROVIDED THAT THE
FAILURE OF ANY LENDER TO GIVE SUCH NOTICE SHALL NOT IN ANY WAY LIMIT ANY
LENDER'S RIGHTS UNDER THIS SECTION 11.1.
11.2.
RATABLE PAYMENTS.
IF ANY LENDER, WHETHER BY SETOFF
OR OTHERWISE, HAS PAYMENT MADE TO IT UPON ITS OUTSTANDING CREDIT EXPOSURE (OTHER
THAN PAYMENTS RECEIVED PURSUANT TO SECTION 3.1, 3.2, 3.4 OR 3.5) IN A GREATER
PROPORTION THAN THAT RECEIVED BY ANY OTHER LENDER, SUCH LENDER