DEMAND OR PROTEST OR NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY
EXPRESSLY WAIVED; (D) EXERCISE ALL RIGHTS OF SETOFF THAT THE BANK MAY HAVE
CONTRACTUALLY, BY LAW, IN EQUITY OR OTHERWISE; AND (E) EXERCISE ANY AND ALL
OTHER RIGHTS PURSUANT TO ANY OF THE RELATED DOCUMENTS, AT LAW, IN EQUITY OR
OTHERWISE.
A.
GENERALLY.
THE RIGHTS OF THE BANK UNDER THIS AGREEMENT AND THE
OTHER RELATED DOCUMENTS ARE IN ADDITION TO OTHER RIGHTS (INCLUDING WITHOUT
LIMITATION, OTHER RIGHTS OF SETOFF) THE BANK MAY HAVE CONTRACTUALLY, BY LAW, IN
EQUITY OR OTHERWISE, ALL OF WHICH ARE CUMULATIVE AND HEREBY RETAINED BY THE
BANK. EACH OBLIGOR AGREES TO STAND STILL WITH REGARD TO THE BANK'S ENFORCEMENT
OF ITS RIGHTS, INCLUDING TAKING NO ACTION TO DELAY, IMPEDE OR OTHERWISE
INTERFERE WITH THE BANK'S RIGHTS TO REALIZE ON ANY COLLATERAL.
B.
EXPENSES.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW AND
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE CONSUMMATED,
THE BORROWER IS LIABLE TO THE BANK AND AGREES TO PAY ON DEMAND ALL REASONABLE
COSTS AND EXPENSES OF EVERY KIND INCURRED (OR CHARGED BY INTERNAL ALLOCATION) IN
CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION, FILING, RECORDING,
MODIFICATION, SUPPLEMENTING AND WAIVER OF THE RELATED DOCUMENTS, THE MAKING,
SERVICING AND COLLECTION OF THE FACILITIES AND THE REALIZATION ON ANY COLLATERAL
AND ANY OTHER AMOUNTS OWED UNDER THE RELATED DOCUMENTS, INCLUDING WITHOUT
LIMITATION REASONABLE ATTORNEYS' FEES (INCLUDING COUNSEL FOR THE BANK THAT ARE
EMPLOYEES OF THE BANK OR ITS AFFILIATES) AND COURT COSTS. THESE COSTS AND
EXPENSES INCLUDE WITHOUT LIMITATION ANY COSTS OR EXPENSES INCURRED BY THE BANK
IN ANY BANKRUPTCY, REORGANIZATION, INSOLVENCY OR OTHER SIMILAR PROCEEDING
INVOLVING ANY LOAN PARTY OR PROPERTY OF ANY LOAN PARTY. THE OBLIGATIONS OF THE
BORROWER UNDER THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
C.
BANK'S RIGHT OF SETOFF.
IN ADDITION TO THE COLLATERAL, IF ANY,
THE BORROWER GRANTS TO THE BANK A SECURITY INTEREST IN THE DEPOSITS, AND THE
BANK IS AUTHORIZED TO SETOFF AND APPLY, ALL DEPOSITS, SECURITIES AND OTHER
PROPERTY, AND BANK DEBT AGAINST ANY AND ALL LIABILITIES OF THE BORROWER. THIS
RIGHT OF SETOFF MAY BE EXERCISED AT ANY TIME AND FROM TIME TO TIME, AND WITHOUT
PRIOR NOTICE TO THE BORROWER. THIS SECURITY INTEREST IN THE DEPOSITS AND RIGHT
OF SETOFF MAY BE ENFORCED OR EXERCISED BY THE BANK REGARDLESS OF WHETHER OR NOT
THE BANK HAS MADE ANY DEMAND UNDER THIS PARAGRAPH OR WHETHER THE LIABILITIES ARE
CONTINGENT, MATURED, OR UNMATURED. ANY DELAY, NEGLECT OR CONDUCT BY THE BANK IN
EXERCISING ITS RIGHTS UNDER THIS PARAGRAPH WILL NOT BE A WAIVER OF THE RIGHT TO
EXERCISE THIS RIGHT OF SETOFF OR ENFORCE THIS SECURITY INTEREST IN THE DEPOSITS.
THE RIGHTS OF THE BANK UNDER THIS PARAGRAPH ARE IN ADDITION TO OTHER RIGHTS THE
BANK MAY HAVE IN THE RELATED
9
DOCUMENTS OR BY LAW. IN THIS PARAGRAPH: (A) THE TERM "DEPOSITS" MEANS ANY AND
ALL ACCOUNTS AND DEPOSITS OF THE BORROWER (WHETHER GENERAL, SPECIAL, TIME,
DEMAND, PROVISIONAL OR