Common use of Additional Security; Right to Set-Off Clause in Contracts

Additional Security; Right to Set-Off. 12.2.1 Any deposits (general or special, time or demand, provisional or final, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) or other sums at any time held or owing by any Secured Party or any Affiliate thereof to or for the credit or the account of Borrower and any Project Revenues, securities or other property of Borrower in the possession of any Secured Party may at all times be treated as collateral security for the payment of the Loans and any Notes and all other obligations of Borrower to the Secured Parties under the Credit Documents, and Borrower has pledged and granted to Collateral Agent a security interest in and to all such deposits, sums, securities or other property pursuant to the Collateral Documents. 12.2.2 In addition to any rights and remedies (including other rights of set-off) now or hereafter granted to the Secured Parties under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default and with the prior consent of Collateral Agent, subject to Section 2.5(a), regardless of the adequacy of any other collateral, each Secured Party (only with the consent of Administrative Agent) is hereby authorized by Borrower at any time or from time to time, without notice to Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits and sums referred to in the previous paragraph against and on account of the Obligations to such Secured Party or to any other Secured Party, including all claims of any nature or description arising out of or connected with any Credit Document, irrespective of whether or not (a) such Secured Party shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable and although said obligations and liabilities, or any of them, may be contingent or unmatured. Each Secured Party agrees to notify Borrower promptly after any such set-off and application; provided, that the failure to give such notice shall not affect the validity of such set-off or application or the rights of such Secured Party under this Section. The rights of each Secured Party under this Section are in addition to other rights and remedies (including other rights of set-off) which such Secured Party may have.

Additional Security; Right to Set-Off. 12.2.1 Any deposits (general or special, time or demand, provisional or final, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) or other sums at any time held credited or owing by due from any Bank Secured Party or any Affiliate thereof to or for the credit or the account of Borrower and any Project Revenues, securities or other property of Borrower LCR in the possession of any Bank Secured Party may at all times be treated as collateral security for the payment of the Loans Bank Facility Obligations, and any Notes and all other obligations as security for the payment of Borrower the Bank Facility Obligations, LCR hereby pledges to the Disbursement Agent for the benefit of the Bank Secured Parties under and grants the Credit Documents, and Borrower has pledged and granted to Collateral Disbursement Agent a security interest in and to all such deposits, sums, securities or other property pursuant of LCR on deposit or in the possession of the Bank Secured Parties. Any deposits or other sums at any time credited or due from any Phase II Mall Secured Party and any securities or other property of the Phase II Mall Borrowers in the possession of any Phase II Mall Secured Party may at all times be treated as collateral security for the payment of the Phase II Mall Construction Loan Obligations, and as security for the payment of the Phase II Mall Construction Loan Obligations, the Phase II Mall Borrowers hereby pledge to the Collateral Documents. 12.2.2 In addition to any rights and remedies (including other rights Disbursement Agent for the benefit of set-off) now or hereafter granted to the Phase II Mall Secured Parties under applicable law and not by way grant the Disbursement Agent a security interest in and to all such deposits, sums, securities or other property of limitation each Phase II Mall Borrower on deposit or in the possession of the Phase II Mall Secured Parties. At any such rights, upon time after the occurrence and during the continuation continuance of any Event of Default and with the prior consent of Collateral Agent, subject to Section 2.5(a)Default, regardless of the adequacy of any other collateral, each (a) any Bank Secured Party (only with may execute or realize on the consent of Administrative Agent) is hereby authorized Bank Secured Parties’ security interest in any such deposits or other sums credited by Borrower or due from any such Person to LCR, may apply any such deposits or other sums to or set them off against LCR’s obligations to the Bank Secured Parties under this Agreement and the other Financing Agreements at any time or from time to time, without notice to Borrower or to any other Person, any such notice being hereby expressly waived, to set off after the occurrence and to appropriate and to apply any and all deposits and sums referred to in during the previous paragraph against and on account of the Obligations to such Secured Party or to any other Secured Party, including all claims continuance of any nature or description arising out Event of or connected with any Credit Document, irrespective of whether or not (a) such Secured Party shall have made any demand hereunder or Default and (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable and although said obligations and liabilities, or any of them, may be contingent or unmatured. Each Secured Party agrees to notify Borrower promptly after any such set-off and application; provided, that the failure to give such notice shall not affect the validity of such set-off or application or the rights of such Secured Party under this Section. The rights of each Secured Party under this Section are in addition to other rights and remedies (including other rights of set-off) which such Phase II Mall Secured Party may haveexecute or realize on the Phase II Mall Secured Parties’ security interest in any such deposits or other sums credited by or due from any such Person to Phase II Mall Holding or Phase II Mall Subsidiary, may apply any such deposits or other sums to or set them off against Phase II Mall Holding and Phase II Mall Subsidiary’s respective obligations to the Phase II Mall Secured Parties under this Agreement and the other Financing Agreements.

Additional Security; Right to Set-Off. 12.2.1 13.2.1 Any deposits (general or special, time or demand, provisional or final, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) or other sums at any time held or owing by any Secured Party or any Affiliate thereof to or for the credit or the account of Borrower and any Project Revenues, securities or other property of Borrower in the possession of any Secured Party may at all times be treated as collateral security for the payment of the Loans and any Notes and all other obligations of Borrower to the Secured Parties under the Credit Documents, and Borrower has pledged and granted to Collateral Agent a security interest in and to all such deposits, sums, securities or other property pursuant to the Collateral Documents. 12.2.2 13.2.2 In addition to any rights and remedies (including other rights of set-off) now or hereafter granted to the Secured Parties under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default and with the prior consent of Collateral Agent, subject to Section 2.5(a)2.5.2, regardless of the adequacy of any other collateral, each Secured Party (only with the prior consent of the Administrative Agent) is hereby authorized by Borrower at any time or from time to time, without notice to Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits and sums referred to in the previous paragraph against and on account of the Obligations to such Secured Party or to any other Secured Party, including all claims of any nature or description arising out of or connected with any Credit Document, irrespective of whether or not (a) such Secured Party shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable and although said obligations and liabilities, or any of them, may be contingent or unmatured. Each Secured Party agrees to notify Borrower promptly after any such set-off and application; provided, that the failure to give such notice shall not affect the validity of such set-off or application or the rights of such Secured Party under this Section. The rights of each Secured Party under this Section are in addition to other rights and remedies (including other rights of set-off) which such Secured Party may have.

Additional Security; Right to Set-Off. 12.2.1 Any deposits (general or special, time or demand, provisional or final, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) or other sums at any time held or owing by any Secured Party or any Affiliate thereof to or for the credit or the account of Borrower Borrowers and any Project Revenues, securities or other property of Borrower Borrowers in the possession of any Secured Party may at all times be treated as collateral security for the payment of the Loans and any Notes and all other obligations of Borrower Borrowers to the Secured Parties under the Credit Documents, and Borrower has pledged Borrowers hereby pledge to Collateral Agent and granted to grant Collateral Agent a security interest in and to all such deposits, sums, securities or other property pursuant to the Collateral Documentsproperty. 12.2.2 In addition to any rights and remedies (including other rights of set-off) now or hereafter granted to the Secured Parties under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default and with the prior consent of Collateral Agent, subject to Section 2.5(a)2.5.2, regardless of the adequacy of any other collateral, each Secured Party (only with the consent of Administrative Agent) is hereby authorized by Borrower Borrowers at any time or from time to time, without notice to Borrower Borrowers or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits and sums referred to in the previous paragraph against and on account of the Obligations to such Secured Party or to any other Secured Party, including all claims of any nature or description arising out of or connected with any Credit Document, irrespective of whether or not (a) such Secured Party shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable and although said obligations and liabilities, or any of them, may be contingent or unmatured. Each Secured Party agrees to notify Borrower Borrowers promptly after any such set-off and application; , provided, that the failure to give such notice shall not affect the validity of such set-off or application or the rights of such Secured Party under this Section. The rights of each Secured Party under this Section are in addition to other rights and remedies (including other rights of set-off) which such Secured Party may have.108

Additional Security; Right to Set-Off. 12.2.1 Any deposits (general or special, time or demand, provisional or final, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) or other sums at any time held or owing by any Secured Party or any Affiliate thereof to or for the credit or the account of Borrower Borrowers and any Project Revenues, securities or other property of Borrower Borrowers in the possession of any Secured Party may at all times be treated as collateral security for the payment of the Loans and any Notes and all other obligations of Borrower Borrowers to the Secured Parties under the Credit Documents, and Borrower has pledged Borrowers hereby pledge to Collateral Agent and granted to grant Collateral Agent a security interest in and to all such deposits, sums, securities or other property pursuant to the Collateral Documentsproperty. 12.2.2 In addition to any rights and remedies (including other rights of set-off) now or hereafter granted to the Secured Parties under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default and with the prior consent of Collateral Agent, subject to Section 2.5(a)2.5.2, regardless of the adequacy of any other collateral, each Secured Party (only with the consent of Administrative Agent) is hereby authorized by Borrower Borrowers at any time or from time to time, without notice to Borrower Borrowers or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits and sums referred to in the previous paragraph against and on account of the Obligations to such Secured Party or to any other Secured Party, including all claims of any nature or description arising out of or connected with any Credit Document, irrespective of whether or not (a) such Secured Party shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable and although said obligations and liabilities, or any of them, may be contingent or unmatured. Each Secured Party agrees to notify Borrower Borrowers promptly after any such set-off and application; , provided, that the failure to give such notice shall not affect the validity of such set-off or application or the rights of such Secured Party under this Section. The rights of each Secured Party under this Section 12.2 are in addition to other rights and remedies (including other rights of set-off) which such Secured Party may have.