Common use of Security Interests Reserve Account Recoupment and Set Off Clause in Contracts

Security Interests Reserve Account Recoupment and Set Off. 16.1. This Agreement is a security agreement under the Uniform Commercial Code. Entity grants to ARC a security interest in and lien upon: (i) the Account and all funds at any time in the Account, whatever the source of such funds, (ii) the Reserve Account (as defined below) and all funds at any time in the Reserve Account, whatever the source of such funds, (iii) future ARC Pay Transactions, (iv) all Entity’s rights relating to this Agreement including, without limitation, all rights to receive any payments or credits under this Agreement; and (v) all Entity deposit accounts now owned or hereafter acquired and the proceeds of all of the foregoing (collectively, the “Secured Assets”). Upon request of ARC, Entity will execute one or more financing statements or other documents to evidence this security interest. Entity irrevocably authorizes bank to execute any financing statements or other documents necessary related to this security interest. Entity represents and warrants that no other party has a security interest in the Secured Assets. These security interests and liens will secure all of Entity’s obligations under this Agreement and any other agreements between Entity, ARC including, but not limited to, Entity’s obligation to pay any amounts due to ARC. With respect to such security interests and liens, ARC will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. Entity will obtain from ARC written consent prior to granting a security interest of any kind in the Secured Assets to a third-party; 16.2. ARC may establish and maintain a non-interest-bearing account at any federally insured financial institution (“Reserve Account”), with sums provided by Entity that are sufficient to satisfy Entity’s current or future obligations as determined by ARC: (i) ARC shall have the right to initiate a debit to the Account or any other account at any institution to establish or maintain funds in the Reserve Account. ARC may deposit into the Reserve Account funds they would otherwise be obligated to pay Entity, for the purpose of establishing or maintaining the Reserve Account in accordance with this Section, if they determine such action is reasonably necessary to protect their interests;

Security Interests Reserve Account Recoupment and Set Off. 16.1. (a) This Agreement is a security agreement under the Uniform Commercial Code. Entity Merchant grants to ARC Bank and SPS a security interest in and lien upon: (i) the Account (as set forth in Section 6.10) and all funds at any time in the Account, whatever the source of such funds, (ii) the Reserve Account (as defined below) and all funds at any time in the Reserve Account, whatever the source of such funds, (iii) future ARC Pay TransactionsSales Drafts, (iv) all EntityMerchant’s rights relating to this Agreement including, without limitation, all rights to receive any payments or credits under this Agreement; and (v) all Entity Merchant deposit accounts now owned or hereafter acquired and the proceeds of all of the foregoing (collectively, the “Secured Assets”). Upon request of ARCBank and SPS, Entity Merchant will execute one or more financing statements or other documents to evidence this security interest. Entity Merchant irrevocably authorizes bank to execute any financing statements or other documents necessary related to this security interest. Entity Merchant represents and warrants that no other party has a security interest in the Secured Assets. These security interests and liens will secure all of EntityMerchant’s obligations under this Agreement and any other agreements between EntityMerchant, ARC SPS and Bank including, but not limited to, EntityMerchant’s obligation to pay any amounts due to ARCBank and SPS. With respect to such security interests and liens, ARC Bank and SPS will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. Entity Merchant will obtain from ARC Bank and SPS written consent prior to granting a security interest of any kind in the Secured Assets to a third-third party; 16.2. ARC ; (b) SPS may establish and maintain a non-interest-interest bearing account (“Reserve Account”) in the name of Bank at any federally insured financial institution (“Reserve Account”)institution, with sums provided by Entity Merchant that are sufficient to satisfy EntityMerchant’s current or future obligations as determined by ARCBank and SPS: (i) ARC Bank and SPS shall have the right to initiate a debit to the Account or any other account at any institution to establish or maintain funds in the Reserve Account. ARC Bank or SPS may deposit into the Reserve Account funds they would otherwise be obligated to pay EntityMerchant, for the purpose of establishing or maintaining the Reserve Account in accordance with this Section, if they determine such action is reasonably necessary to protect their interests;; (ii) Bank, on its own behalf or at SPS’s request, may, without notice to Merchant, apply deposits in the Reserve Account against any outstanding amounts Merchant owes under this Agreement or any other agreement between Merchant and Bank or SPS. SPS or Bank may exercise their rights under this Agreement to collect any amounts due to Bank or SPS including, without limitation, rights of set-off and recoupment. Merchant shall have no right to withdraw funds or debit the Reserve Account. In the event of a bankruptcy proceeding, Bank and SPS may exercise their rights under this Agreement to debit the Reserve Account for amounts due Bank and SPS regardless of the pre-petition or post-petition nature of the amount due Bank and/or SPS. In the event of a bankruptcy proceeding, Merchant also agrees that it will not contest any Motion for Relief from the Automatic Stay, which Bank and SPS may file to debit the Reserve Account. As set forth in Section 5.02, funds in the Reserve Account will remain in the Reserve Account for a minimum of 270 days following termination. Bank will have sole control of the Reserve Account. In the event of a bankruptcy proceeding, Bank and SPS do not consent to the assumption of this Agreement. Nevertheless if this Agreement is assumed Merchant agrees that, in order to establish adequate assurance of future performance within the meaning of 11 U.S.C. Sec. 365, as amended from time to time, Merchant must establish or maintain a Reserve Account in an amount satisfactory to Bank and SPS; (c) Bank and SPS have the right of recoupment and set-off. This means that they may offset any outstanding/uncollected amounts owed to them from: (i) any amounts they would otherwise be obligated to deposit into the Account, and (ii) any other amounts SPS and Bank may owe Merchant under this Agreement or any other agreement; (d) The rights conferred upon Bank and SPS in this Section are not intended to be exclusive of each other or of any other rights and remedies of Bank and SPS under this Agreement, at law or in equity. Rather, each and every right of Bank and SPS at law or in equity will be cumulative and concurrent and in addition to every other right.

Security Interests Reserve Account Recoupment and Set Off. 16.1. This Agreement is a security agreement under the Uniform Commercial Code. Entity grants to ARC a security interest in and lien upon: (i) the Account and all funds at any time in the Account, whatever the source of such funds, (ii) the Reserve Account (as defined below) and all funds at any time in the Reserve Account, whatever the source of such funds, (iii) future ARC Pay Transactions, (iv) all Entity’s rights relating to this Agreement including, without limitation, all rights to receive any payments or credits under this Agreement; and (v) all Entity deposit accounts now owned or hereafter acquired and the proceeds of all of the foregoing (collectively, the “Secured Assets”). Upon request of ARC, Entity will execute one or more financing statements or other documents to evidence this security interest. Entity irrevocably authorizes bank to execute any financing statements or other documents necessary related to this security interest. Entity represents and warrants that no other party has a security interest in the Secured Assets. These security interests and liens will secure all of Entity’s obligations under this Agreement and any other agreements between Entity, ARC including, but not limited to, Entity’s obligation to pay any amounts due to ARC. With respect to such security interests and liens, ARC will have all rights afforded under the Uniform Commercial Code, any other applicable law Law and in equity. Entity will obtain from ARC written consent prior to granting a security interest of any kind in the Secured Assets to a third-party; 16.2. ARC may establish and maintain a non-interest-bearing account at any federally insured financial institution (“Reserve Account”), with sums provided by Entity that are sufficient to satisfy Entity’s current or future obligations as determined by ARC: (i) ARC shall have the right to initiate a debit to the Account or any other account at any institution to establish or maintain funds in the Reserve Account. ARC may deposit into the Reserve Account funds they would otherwise be obligated to pay Entity, for the purpose of establishing or maintaining the Reserve Account in accordance with this Section, if they determine such action is reasonably necessary to protect their interests;

Security Interests Reserve Account Recoupment and Set Off. 16.1. (a) This Agreement is a security agreement under the Uniform Commercial Code. Entity Merchant grants to ARC Bank and Cornerstone a security interest in and lien upon: (i) the Account (as set forth in Section 5.10) and all funds at any time in the Account, whatever the source of such funds, (ii) the Reserve Account (as defined below) and all funds at any time in the Reserve Account, whatever the source of such funds, (iii) future ARC Pay TransactionsSales Drafts, and (iv) all EntityMerchant’s rights relating to this Agreement including, without limitation, all rights to receive any payments or credits under this Agreement; and (v) all Entity deposit accounts now owned or hereafter acquired and the proceeds of all of the foregoing Agreement (collectively, the “Secured Assets”). Upon request of ARCBank and Cornerstone, Entity Merchant will execute one or more financing statements or other documents to evidence this security interest. Entity irrevocably Merchant authorizes bank Cornerstone and Bank and appoints Cornerstone and Bank its attorney in fact to execute sign its name to any financing statements statement used for the perfection of any security interest or other documents necessary related to lien granted in this security interestAgreement. Entity Merchant represents and warrants that no other party has a security interest in the Secured Assets. These security interests and liens will secure all of EntityMerchant’s obligations under this Agreement and any other agreements between EntityMerchant, ARC Cornerstone and Bank including, but not limited to, EntityMerchant’s obligation to pay any amounts due to ARCBank and Cornerstone. With respect to such security interests and liens, ARC Bank and Cornerstone will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. Entity Merchant will obtain from ARC Bank and Cornerstone written consent prior to granting a security interest of any kind in the Secured Assets to a third-third party; 16.2. ARC may ; (b) Cornerstone will establish and maintain a non-interest-interest bearing account at any federally insured financial institution (“Reserve Account”)) in the name of either Bank or Merchant at any Federally insured financial institution, with sums provided by Entity Merchant that are sufficient to satisfy EntityMerchant’s current or future obligations as determined by ARCBank and Cornerstone: (i) ARC Bank and Cornerstone shall have the right to initiate a debit to the Account or any other account at any institution to establish or maintain funds in the Reserve Account. ARC Bank or Cornerstone may deposit into the Reserve Account funds they would otherwise be obligated to pay EntityMerchant, for the purpose of establishing or maintaining the Reserve Account in accordance with this Section, if they determine such action is reasonably necessary to protect their interests;; (ii) Bank, on its own behalf or at Cornerstone’s request, may, without notice to Merchant, apply deposits in the Reserve Account against any outstanding amounts Merchant owes under this Agreement or any other agreement between Merchant and Bank or Cornerstone. Also, Cornerstone or Bank may exercise their rights under this Agreement to collect any amounts due to Bank or Cornerstone including, without limitation, rights of set-off and recoupment. Merchant shall have no right to withdraw funds or debit the Reserve Account. In the event of a bankruptcy proceeding, Bank and Cornerstone may exercise their rights under this Agreement to debit the Reserve Account for amounts due Bank and Cornerstone regardless the pre-petition or post-petition nature of the amount due Bank and/or Cornerstone. In the event of a bankruptcy proceeding, Merchant also agrees that it will not contest any Motion for Relief from the Automatic Stay, which Bank and Cornerstone may file to debit the Reserve Account, (iii) Funds in the Reserve Account will remain in the Reserve Account for a minimum of 270 days following termination. Bank will have sole control of the Reserve Account. In the event of a bankruptcy proceeding, Bank and Cornerstone do not consent to the assumption of this Agreement. Nevertheless if this Agreement is assumed Merchant agrees that, in order to establish adequate assurance of future performance within the meaning of 11 U.S.C. Sec. 365, as amended from time to time, Merchant must establish or maintain a Reserve Account in an amount satisfactory to Bank and Cornerstone; (c) Bank and Cornerstone have the right of recoupment and set-off. This means that they may offset any outstanding/uncollected amounts owed to them from: (i) any amounts they would otherwise be obligated to deposit into the Account, and (ii) any other amounts Cornerstone and Bank may owe Merchant under this Agreement or any other agreement; (d) The rights conferred upon Bank and Cornerstone in this Section are not intended to be exclusive of each other or of any other rights and remedies of Bank and Cornerstone under this Agreement, at law or in equity. Rather, each and every right of Bank and Cornerstone at law or in equity will be cumulative and concurrent and in addition to every other right.