Common use of Setoff and Security Interest Clause in Contracts

Setoff and Security Interest. You hereby grant us a security interest in your deposit accounts. If you ever owe us money as borrower, guarantor or otherwise (“Obligations”), and it becomes due, we have the right under the law (called “setoff”) and under the security agreement granted us by this Agreement to use the funds in your account(s) to pay the Obligations. In the case of a partnership or joint account, each partner or joint account owner agrees that we may use the money in the account to satisfy any one of their individual Obligations. Similarly, each partner or joint account owner agrees that we may use the money in their individual accounts to satisfy Obligations in the joint account or partnership account. The Obligations, whether now existing or contracted in the future, which you owe to us, either individually or jointly, may be charged against any deposit account, including certificates of deposit before or after maturity, in your name whether in sole ownership or as a joint tenant or as tenants by the entirety. We may use the funds in your account(s) to pay the Obligations even if withdrawal results in an interest penalty or dishonor of checks. We will not be liable for dishonoring items where our exercise of the right of setoff and enforcement of our security interest results in insufficient funds in the account. The security interest you have granted us by this Agreement is consensual and is in addition to our right to setoff. This right of setoff and security interest may not apply if (i) the account is an Individual Retirement Account or other tax-deferred retirement account, (ii) the debt is created by a consumer credit transaction under a credit card plan, or (iii) you are an account owner in a representative capacity.

Setoff and Security Interest. You hereby grant us a security interest in your deposit accounts. If you ever owe us money for any reason as a borrower, guarantor or otherwise (“Obligations”)otherwise, and it becomes due, we have the right under the law (called “setoff”) and under the security agreement granted us by this Agreement to use the funds in money from your account(s) account to pay the Obligationsdebt as well as any costs or expense, including, without limitation and to the extent permitted by law, our attorneys’ fees and court costs, incurred by us in enforcing our rights. Any such indebtedness now or hereafter owing to us by you, either individually or jointly, may be charged to any account which is in your name or held jointly in your name and the name of another or others. We may exercise this right of setoff at any time, without prior notice to you or any owner of such account. You also grant us a security interest in your deposit account, so that the balance in the account is collateral for any current or future obligation you owe us (whether as a borrower, a guarantor or otherwise). We may, in our discretion, require you to execute additional documents if you pledge an account to us as collateral. We may use the money to pay your obligation to us even if withdrawal results in an interest penalty or dishonor of checks. In the case of a partnership or joint account, each partner or joint account owner agrees that we may use the money in the account to satisfy any one of their his or her individual Obligationsobligations. Similarly, each partner or joint account owner agrees that we may use the money in their his or her individual accounts account to satisfy Obligations obligations in the joint account or partnership account. The Obligations, whether now existing or contracted in the future, which you owe to us, either individually or jointly, may be charged against any deposit account, including certificates of deposit before or after maturity, in your name whether in sole ownership or as a joint tenant or as tenants by the entirety. We may use the funds in your account(s) to pay the Obligations even if withdrawal results in an interest penalty or dishonor of checks. We will not be liable for dishonoring items where our exercise of the right of setoff and enforcement of our security interest results in insufficient funds in the account. The security interest you have granted us by this Agreement is consensual and is in addition to our right to of setoff. This However, the right of setoff and security interest may not apply if to your account if: (ia) the account it is an Individual Retirement Account IRA or other a tax-deferred retirement account, Xxxxx Retirement Account (iibut this does not affect our rights under any consensual security interest); (b) the debt is created by a consumer credit transaction under a credit card plan, ; or (iiic) you are an account owner our records demonstrate to our satisfaction that your right of withdrawal arises only in a representative capacitycapacity (for example, only as an authorized signer, attorney-in-fact, or a fiduciary). We will not be liable to you if our setoff from your account leaves insufficient funds to cover outstanding items. You agree to hold us and our affiliates harmless from any claim arising as a result of the exercise of our right of setoff.

Setoff and Security Interest. You hereby grant us a security interest in your deposit accounts. If you ever owe us money for any reason as a borrower, guarantor or otherwise (“Obligations”)otherwise, and it becomes due, we have the right under the law (called “setoff”) and under the security agreement granted us by this Agreement to use the funds in money from your account(s) account to pay the Obligationsdebt as well as any costs or expense incurred by us in enforcing our rights. Any such indebtedness now or hereafter owing to us by you, either individually or jointly, may be charged to any account which is in your name or held jointly in your name and the name of another or others. We may exercise this right of setoff at any time, without prior notice to you or any owner of such account. You also grant us a security interest in your deposit account, so that the balance in the account is collateral for any current or future obligation you owe us (whether as a borrower, a guarantor or otherwise). We may, in our discretion, require you to execute additional documents if you pledge a certificate of deposit to us as collateral. We may use the money to pay your obligation to us even if withdrawal results in an interest penalty or dishonor of checks. In the case of a partnership or joint account, each partner or joint account owner agrees that we may use the money in the account to satisfy any one of their his or her individual Obligationsobligations. Similarly, each partner or joint account owner agrees that we may use the money in their individual accounts account to satisfy Obligations obligations in the joint account or partnership account. The Obligations, whether now existing or contracted in the future, which you owe to us, either individually or jointly, may be charged against any deposit account, including certificates of deposit before or after maturity, in your name whether in sole ownership or as a joint tenant or as tenants by the entirety. We may use the funds in your account(s) to pay the Obligations even if withdrawal results in an interest penalty or dishonor of checks. We will not be liable for dishonoring items where our exercise of the right of setoff and enforcement of our security interest results in insufficient funds in the account. The security interest you have granted us by this Agreement is consensual and is in addition to our right to of setoff. This However, the right of setoff and security interest may not apply if to your account if: (ia) the account it is an Individual IRA or a tax- deferred Xxxxx Retirement Account or other tax-deferred retirement account, (iibut this does not affect our rights under any consensual security interest); (b) the debt is created by a consumer credit transaction under a credit card plan, ; or (iiic) you are an account owner our records demonstrate to our satisfaction that your right of withdrawal arises only in a representative capacitycapacity (for example, only as an authorized signer, attorney-in-fact, or a fiduciary). We will not be liable to you if our setoff from your account leaves insufficient funds to cover outstanding items. You agree to hold us and our affiliates harmless from any claim arising as a result of the exercise of our right of setoff.

Setoff and Security Interest. You hereby grant us a security interest in your deposit accounts. If you ever owe us money for any reason as borrowera bor- rower, guarantor or otherwise (“Obligations”)otherwise, and it becomes due, we have the right under the law (called “setoff”) and under the security agreement granted us by this Agreement to use the funds in money from your account(s) account to pay the Obligationsdebt as well as any costs or expense incurred by us in enforcing our rights. Any such indebtedness now or hereafter owing to us by you, either individually or jointly, may be charged to any account which is in your name or held jointly in your name and the name of another or others. We may exercise this right of setoff at any time, without prior notice to you or any owner of such account. You also grant us a security interest in your deposit account, so that the balance in the account is collat- eral for any current or future obligation you owe us (whether as a borrower, a guarantor or otherwise). We may, in our discretion, require you to execute additional documents if you pledge a certificate of deposit to us as collateral. We may use the money to pay your obligation to us even if withdrawal results in an interest penalty or dishonor of checks. In the case of a partnership or joint account, each partner or joint account owner agrees that we may use the money in the account to satisfy any one of their his or her individual Obligationsobligations. Similarly, each partner or joint account owner agrees that we may use the money in their individual accounts account to satisfy Obligations obligations in the joint account or partnership account. The Obligations, whether now existing or contracted in the future, which you owe to us, either individually or jointly, may be charged against any deposit account, including certificates of deposit before or after maturity, in your name whether in sole ownership or as a joint tenant or as tenants by the entirety. We may use the funds in your account(s) to pay the Obligations even if withdrawal results in an interest penalty or dishonor of checks. We will not be liable for dishonoring items where our exercise of the right of setoff and enforcement of our security interest results in insufficient funds in the account. The security interest you have granted us by this Agreement is consensual and is in addition to our right to of setoff. This However, the right of setoff and security interest may not apply if to your account if: (ia) the account it is an Individual IRA or a tax- deferred Xxxxx Retirement Account or other tax-deferred retirement account, (iibut this does not affect our rights under any consensual security interest); (b) the debt is created by a consumer credit transaction under a credit card plan; or (c) our records demonstrate to our satisfaction that your right of withdrawal arises only in a represen- tative capacity (for example, only as an authorized signer, attorney-in-fact, or (iii) a fiduciary). We will not be liable to you are an if our setoff from your account owner in leaves insufficient funds to cover outstand- ing items. You agree to hold us and our affiliates harmless from any claim arising as a representative capacityresult of the exercise of our right of setoff.

Setoff and Security Interest. You hereby grant us a security interest in your deposit accounts. If you ever owe us money for any reason as a borrower, guarantor or otherwise (“Obligations”)otherwise, and it becomes due, we have the right under the law (called “setoff”) and under the security agreement granted us by this Agreement to use the funds in money from your account(s) account to pay the Obligationsdebt as well as any costs or expense, including, without limitation and to the extent permitted by law, our attorneys’ fees and court costs, incurred by us in enforcing our rights. Any such indebtedness now or hereafter owing to us by you, either individually or jointly, may be charged to any account which is in your name or held jointly in your name and the name of another or others. We may exercise this right of setoff at any time, without prior notice to you or any owner of such account. You also grant us a security interest in your deposit account, so that the balance in the account is collateral for any current or future obligation you owe us (whether as a borrower, a guarantor or otherwise). We may, in our discretion, require you to execute additional documents if you pledge an account to us as collateral. We may use the money to pay your obligation to us even if withdrawal results in an interest penalty or dishonor of checks. In the case of a partnership or joint account, each partner or joint account owner agrees that we may use the money in the account to satisfy any one of their his or her individual Obligationsobligations. Similarly, each partner or joint account owner agrees that we may use the money in their his or her individual accounts account to satisfy Obligations obligations in the joint account or partnership account. The Obligations, whether now existing or contracted in the future, which you owe to us, either individually or jointly, may be charged against any deposit account, including certificates of deposit before or after maturity, in your name whether in sole ownership or as a joint tenant or as tenants by the entirety. We may use the funds in your account(s) to pay the Obligations even if withdrawal results in an interest penalty or dishonor of checks. We will not be liable for dishonoring items where our exercise of the right of setoff and enforcement of our security interest results in insufficient funds in the account. The security interest you have granted us by this Agreement is consensual and is in addition to our right to of setoff. This However, the right of setoff and security interest may not apply if to your account if: (ia) the account it is an Individual Retirement Account IRA or other a tax-deferred retirement account, Xxxxx Retirement Account (iibut this does not affect our rights under any consensual security interest); (b) the debt is created by a consumer credit transaction under a credit card plan, ; or (iiic) you are an account owner our records demonstrate to our satisfaction that your right of withdrawal arises only in a representative capacitycapacity (for example, only as an authorized signer, attorney- in-fact, or a fiduciary). We will not be liable to you if our setoff from your account leaves insufficient funds to cover outstanding items. You agree to hold us and our affiliates harmless from any claim arising as a result of the exercise of our right of setoff.

Setoff and Security Interest. You hereby grant us a security interest in your deposit accounts. If you ever owe us the Bank money as a borrower, guarantor or otherwise (“Obligations”)otherwise, and it becomes due, we have Bank has the right under the law (called “setoff”) and under the security agreement granted us by this Agreement (by which you grant the Bank a security interest in your Account) to use the funds in money from your account(s) Account to pay the Obligations. In the case of a partnership or joint accountdebt, each partner or joint account owner agrees that we may use the money in the account to satisfy any one of their individual Obligations. Similarly, each partner or joint account owner agrees that we may use the money in their individual accounts to satisfy Obligations in the joint account or partnership account. The Obligations, whether now existing or contracted in the future, which you owe to us, either individually or jointly, may be charged against any deposit account, including certificates of deposit before or after maturity, in your name whether in sole ownership or as a joint tenant or as tenants by the entirety. We may use the funds in your account(s) to pay the Obligations even if withdrawal results in an interest penalty or dishonor of checks. We will not be liable for dishonoring items where our exercise In the case of joint or partnership Accounts, each partner or Account owner agrees that Bank may use the right of setoff and enforcement of our security interest results in insufficient funds money in the accountAccount to satisfy any one of their individual obligations. Similarly, each partner or joint Account owner agrees that Bank may use the money in their individual Accounts to satisfy obligations in the joint Account or partnership Account. The security interest you have granted us by this Agreement is consensual and is in addition to our Bank’s right to of setoff. This right of However, the setoff and security interest may not apply to your Account if (ia) the account it is an Individual Retirement Account IRA or other a tax-deferred retirement accountXxxxx, (iib) the debt is created by a consumer credit transaction under a credit card plan, or (iiic) you are an account owner the debtor’s right of withdrawal arises only in a representative capacity. Some government payments (e.g., Social Security, Supplemental Security Income, Veterans and other federal or state benefits) may be protected from attachment, garnishment, levy, or other legal process under federal or state law. If such protections would otherwise apply to deductions the Bank makes for amounts you owe to the Bank, to the extent you may do so by contract, you waive these protections and agree that Bank may use these funds to pay fees, overdrafts and other amounts you owe Bank under this Agreement. This section does not limit or reduce the Bank’s rights to charge or setoff funds in your Accounts for direct, indirect and acquired obligations you owe Bank. DEPOSITS Deposit of Items You authorize Bank to accept transfers, checks, and other items for deposit to your Account if they are made payable to, or to the order of, any one or more of you, whether or not they are endorsed by you. You authorize Bank to supply missing endorsements, and you warrant all endorsements are genuine. All checks and other items deposited to your Account should be endorsed payable to the order of Bank for deposit only, followed by your signature and Account number. All endorsements must appear on the back of the check or other item within the first 1-1/2 inches from the left side of the item when looking at it from the front. Endorsements should be in black ink. While Bank may accept non-conforming endorsements, you will be responsible for any loss incurred by Bank due to the delay in processing or returning the item for payment. Bank is not bound by any conditional or restrictive endorsement on a check you cash or deposit, or any endorsement “without recourse.” Bank may require verification of any endorsement through either an endorsement guarantee or personal identification. Collection of Items In receiving items for deposit or collection, Bank acts as your collection agent and assumes no responsibility beyond the exercise of due care. All non-cash items (e.g., checks) credited to your Account are posted subject to final payment and receipt of proceeds by the Bank. Items and their proceeds may be handled in accordance with applicable Federal Reserve and clearinghouse rules. Upon receipt of final payment, the item becomes a collected item. If final payment is not received or if any item you have deposited or cashed is returned to Bank for any reason, Bank may, without notice to you, accept that return, pay the claiming party and charge the item to your Account without regard to whether Bank or the other bank finally paid the item or returned the item in accordance with the applicable midnight deadline or any applicable clearinghouse rule. Bank may deduct from your Account(s) the amount of the returned item, any applicable returned item fee, any interest earned on that item, and any other fee Bank pays or incurs, even if doing so creates an overdraft in your Account. If the returned item is in a currency other than U.S. dollars, the amount returned may be different due to fluctuation of exchange rates. Bank may debit your Account for a returned item at any time on or after the day it is returned to Bank by ACH or other means or on the day Bank receives notice that the item is being returned, whichever is earlier. If an item to be charged back is lost in the process of collection or unavailable for return, Bank may rely upon a photocopy of the item or upon any other generally accepted notification of return of the item, in charging you or any of your Accounts for the amount of the returned item. Bank reserves the right to refuse any item for deposit into your Account. Bank may also refuse a deposit after initially accepting it. Bank will not be liable to you for refusing a deposit, even if it causes outstanding items to be returned. Bank may deduct the amount from your Account at any time whether the physical item is returned to Bank or not, and whether Bank can return the item or a copy to you or not. Bank may place a hold on or charge your Account for any check or other item deposited into your Account if a claim is made or Bank otherwise has reason to believe that the check or other item was altered, forged, unauthorized, has a missing signature, a missing or forged endorsement, or should not have been paid, or may not be paid, for any other reason. When the claim is finally resolved, Bank will either release the hold or deduct from your Account the amount of the item. Bank is not legally responsible if it takes or fails to take any action to recover payment of a returned deposit item. Bank may refuse to accept a check for immediate credit you wish to negotiate either at the time of transaction or before Bank sends it for payment. Reasons for the possible refusal include, but are not limited to, items that have been previously dishonored are irregular in any respect, or are drawn in a foreign currency. At Bank’s option, it may send the check for collection or return it to you without presenting it to the financial institution on which it is drawn. When sending a check for collection, it means Bank would not use normal check clearing procedures and must specially handle the item. If payment is received, Bank will credit your Account with the amount received once credit is received by the Bank. Payment of the amount received may include the collection fee deducted by the other financial institution. In some instances, the other financial institution may require their collection fee accompany the collection request. You agree Bank may pay the fee and charge your Account for the fee. These fees are in addition to the standard fee(s) that may be charged by Bank. Direct Deposits (Preauthorized Credits) There may be a delay between the time a direct deposit or Preauthorized Credit is made and when it will be available for withdrawal. The Bank reserves the right to refuse any transaction which would draw upon insufficient funds, exceed a credit limit, lower an Account below a required balance, or otherwise require the Bank to increase its required reserve on the Account (if applicable). Return of Direct Deposits Bank may deduct the amount of an electronic payment, such as a direct deposit, that is reversed from your Account. If Bank is required to reimburse the Federal Government for all or any portion of any benefit payments deposited into your Account through a direct deposit plan for any reason (e.g., Social Security Administration payments), you agree that Bank may, without prior notice to you, deduct the amount returned to the Federal Government from the Account or from any other Account held by you at Bank, unless the deduction is prohibited by law. This right is in addition to any other rights the Bank has under this Agreement, including its right to setoff and its security interest in your Account. Mobile or Remote Deposits Subject to any applicable Account limitations or restrictions, Bank may offer consumer or business mobile banking (“Mobile Banking”) or other Electronic Means by which to make a deposit, such as remote deposit capture services (business Accounts only) (“RDC”) that allow the deposit of an electronic image of the original paper check. You agree not to deposit the original paper check already deposited through Mobile Banking or RDC with the Bank or another depositary bank. You agree to endorse all checks deposited using Mobile Banking with the words “for mobile deposit only at Western Alliance Bank” or as otherwise required by the applicable Mobile Banking agreement including but not limited to the Personal Mobile Banking Terms and Conditions and the Business Mobile Banking Terms and Conditions. Deposits made via RDC are subject to the rules, restrictions and guidelines periodically issued by Bank and may be found in the Treasury Management Services Agreement and supporting documents. See Funds Availability Policy Disclosure section of this Agreement for additional requirements related to Mobile Banking and RDC deposits. Night Depository Facilities Night depository services are provided as a convenience to Bank customers at certain Bank locations. You agree Bank will not be required to carry insurance on the night depository or the contents of any night deposit bag or envelope deposited therein. Nor shall Bank be responsible for any disappearance, theft or loss of any bag or envelope or its contents or any part thereof before Bank issues a credit for the deposit. You agree to pay any fees associated with the purchase or replacement of any night deposit bags or keys. You also agree to assume all responsibility for any use of the night deposit bag and keys by individuals acting on your behalf or pursuant to your authorization. You agree to call for each reusable locked bag deposited in the depository before the end of the first Business Day following the time of each deposit, and, if not called for within such time, Bank is hereby authorized to treat such bag as a safekeeping item subject to safekeeping rules. Disposable bags will be destroyed by Bank. Substitute or Remotely Created Checks You will not deposit any item not containing the genuine signature of the drawer and the actual endorsement of the payee without Bank’s prior written consent. This restriction means you will not deposit, among other things, “remotely created checks” and “substitute checks,” as those terms are defined by law and regulation. If you deposit such items into your Account, you agree to reimburse Bank for losses, costs and expenses Bank may pay or incur associated with such item. See Substitute Checks and Your Rights section of this Agreement for more details on your rights and obligations with respect to substitute checks. Crediting of Deposits All transactions, including those for which Bank gives you a receipt, are subject to Bank’s verification. It is your responsibility, and Bank has no obligation, to make sure the declared amount of your deposit is accurate. After Bank reviews your deposit, Bank may adjust your Account for any errors or discrepancies. If Bank discovers an error or discrepancy exists between the declared amount and the actual amount of funds, Bank is permitted to adjust (debit or credit) your Account and Bank may notify you if any adjustments are made. Bank endeavors to resolve errors and discrepancies to the xxxxx; however, Bank is permitted to use the declared amount on the deposit slip as the correct amount to be deposited and to not adjust a discrepancy if it is less than Bank’s standard adjustment amount. If you fail to notify Bank during the applicable time frames specified below, the deposit amount shown on your statement will be considered correct. As such, if the actual amount was less than amount shown on your statement, the difference will become your property. If the actual amount was more than the amount shown on your statement, the difference will become the Bank’s property. Bank may periodically change its standard adjustment amount without notice to you and to use different standard adjustment amounts based on account type.

Setoff and Security Interest. You hereby grant We have a right to use the money in any of your Accounts or any of your other assets with us or any of our affiliates to pay your debts to us or our affiliates. This is called a security interest in your deposit accountsright of “setoff.” This section explains our right of setoff. If you ever owe us or any of our affiliates any money as a borrower, guarantor endorser, guarantor, depositor or otherwise (“Obligations”)otherwise, and such amount becomes due to us or our affiliates, or if we reasonably believe that the amount may be owed to us or our affiliates (even if it becomes dueis ultimately determined that the amount is not owed), we have the right under the law (called “setoff”) and under the security agreement granted us by this Agreement to use pay the debt by using the money from any of your Accounts or other assets with us or our affiliates. The only exceptions are that this right of setoff does not apply (a) when the debtor’s right of withdrawal from the Account or access to another asset held with us only arises in a representative capacity, (b) to funds in a Traditional or Xxxx XXX or other tax-deferred retirement account, or (c) to a credit card holder’s indebtedness arising from a consumer credit transaction. Our right of setoff can arise in several different ways. For example, we have this right of setoff if you fail to maintain sufficient funds in your Account(s) for your transactions or if you otherwise fail to timely pay your debts to us or one of our affiliates. If we do exercise this right of setoff, it will be exercised against your Accounts and assets in the following order of priority to the extent permitted by law: (a) liquid assets in another of your Accounts with us or with any of our affiliates, (b) any matured certificate of deposit awaiting rollover or payment to you, (c) any other certificate of deposit held with us, and (d) any securities in any Account held with us or one of our affiliates. When we exercise our right of setoff, we may sell and/or transfer any and all of your securities or other property in order to satisfy your obligations. We may do this at any time and without prior notice to you unless required by law. We may setoff the funds in your account(sAccounts or other assets with us against any due and payable debt owed to us now or in the future by any of you (any of the Account or asset owners) having the right of withdrawal in the Accounts or right to the asset, to the extent of such person’s or legal entity’s right to withdraw or obtain the asset. We may use the money from your Accounts to pay the Obligationsdebt even if our withdrawal of the money from your Accounts results in a loss of interest, an interest penalty, dishonor of checks, or transaction charges. You understand and agree that any such transaction charges will be in addition to any fees assessed to your Account for insufficient funds. Additionally, you understand that you may be subject to monetary penalties if a certificate of deposit, which has not matured, must be liquidated to cover any overdraft. In the case of a partnership or joint accountAccount, each partner or joint account owner of the Account agrees that we may use the money in the account partnership Account to satisfy any one of their individual Obligationsobligations to us. Similarly, each partner or joint account owner agrees that we may use the money in their his or her individual accounts Accounts to satisfy Obligations obligations in the joint account or partnership accountAccount. The ObligationsIf the debt arises from a note, whether now existing or contracted in “any due and payable debt” includes the future, total amount of which you owe we are entitled to us, either individually or jointly, may be charged against any deposit accountdemand payment under the terms of the note at the time we setoff, including certificates any balance the due date for which we properly accelerate under the note. In addition to our right of deposit before or after maturitysetoff, you grant us a consensual security interest in your name whether in sole ownership or as a joint tenant or as tenants by the entiretyAccount. We may use the funds in your account(s) to pay the Obligations even if withdrawal results in an interest penalty or dishonor of checks. We will not be liable for dishonoring items where our exercise of the right of setoff and enforcement of our Our rights under this security interest results in insufficient funds in the account. The security interest you have granted us by this Agreement is consensual and is are in addition to our right to setoff. This right of setoff and in addition to and apart from any other rights under any other security interest you may not apply if (i) have granted to us. You agree to hold us, our affiliates, and each of our respective officers, directors, employees and agents harmless from any loss arising as a result of our exercise of our right of setoff. You hereby appoint us as your true and lawful 17 agent and attorney-in-fact, with full power to act in your name and on your behalf, with respect to the account is an Individual Retirement Account execution of all instruments and the taking of all action necessary or other tax-deferred retirement account, (ii) desirable to effectuate the debt is created rights and remedies provided in this Agreement and by a consumer credit transaction under a credit card plan, or (iii) you are an account owner in a representative capacityapplicable law.

Setoff and Security Interest. You hereby grant us a security interest in your deposit accounts. If you ever owe us the Bank money as a borrower, guarantor or otherwise (“Obligations”)otherwise, and it becomes due, we have Bank has the right under the law (called “setoff”) and under the security agreement granted us by this Agreement (by which you grant the Bank a security interest in your Account) to use the funds in money from your account(s) Account to pay the Obligations. In the case of a partnership or joint accountdebt, each partner or joint account owner agrees that we may use the money in the account to satisfy any one of their individual Obligations. Similarly, each partner or joint account owner agrees that we may use the money in their individual accounts to satisfy Obligations in the joint account or partnership account. The Obligations, whether now existing or contracted in the future, which you owe to us, either individually or jointly, may be charged against any deposit account, including certificates of deposit before or after maturity, in your name whether in sole ownership or as a joint tenant or as tenants by the entirety. We may use the funds in your account(s) to pay the Obligations even if withdrawal results in an interest penalty or dishonor of checks. We will not be liable for dishonoring items where our exercise In the case of joint or partnership Accounts, each partner or Account owner agrees that Bank may use the right of setoff and enforcement of our security interest results in insufficient funds money in the accountAccount to satisfy any one of their individual obligations. Similarly, each partner or joint Account owner agrees that Bank may use the money in their individual Accounts to satisfy obligations in the joint Account or partnership Account. The security interest you have granted us by this Agreement is consensual and is in addition to our Bank’s right to of setoff. This right of However, the setoff and security interest may not apply to your Account if (ia) the account it is an Individual Retirement Account IRA or other a tax-deferred retirement accountXxxxx, (iib) the debt is created by a consumer credit transaction under a credit card plan, or (iiic) you are an account owner the debtor’s right of withdrawal arises only in a representative capacity. Some government payments (e.g., Social Security, Supplemental Security Income, Veterans and other federal or state benefits) may be protected from attachment, garnishment, levy, or other legal process under federal or state law. If such protections would otherwise apply to deductions the Bank makes for amounts you owe to the Bank, to the extent you may do so by contract, you waive these protections and agree that Bank may use these funds to pay fees, overdrafts and other amounts you owe Bank under this Agreement. This section does not limit or reduce the Bank’s rights to charge or setoff funds in your Accounts for direct, indirect and acquired obligations you owe Bank. DEPOSITS Deposit of Items You authorize Bank to accept transfers, checks, and other items for deposit to your Account if they are made payable to, or to the order of, any one or more of you, whether or not they are endorsed by you. You authorize Bank to supply missing endorsements, and you warrant all endorsements are genuine. All checks and other items deposited to your Account should be endorsed payable to the order of Bank for deposit only, followed by your signature and Account number. All endorsements must appear on the back of the check or other item within the first 1-1/2 inches from the left side of the item when looking at it from the front. Endorsements should be in black ink. While Bank may accept non-conforming endorsements, you will be responsible for any loss incurred by Bank due to the delay in processing or returning the item for payment. Bank is not bound by any conditional or restrictive endorsement on a check you cash or deposit, or any endorsement “without recourse”. Bank may require verification of any endorsement through either an endorsement guarantee or personal identification. Collection of Items In receiving items for deposit or collection, Bank acts as your collection agent and assumes no responsibility beyond the exercise of due care. All non-cash items (e.g., checks) credited to your Account are posted subject to final payment and receipt of proceeds by the Bank. Items and their proceeds may be handled in accordance with applicable Federal Reserve and clearinghouse rules. Upon receipt of final payment, the item becomes a collected item. If final payment is not received or if any item you have deposited or cashed is returned to Bank for any reason, Bank may, without notice to you, accept that return, pay the claiming party and charge the item to your Account without regard to whether Bank or the other bank finally paid the item or returned the item in accordance with the applicable midnight deadline or any applicable clearinghouse rule. Bank may deduct from your Account(s) the amount of the returned item, any applicable returned item fee, any interest earned on that item, and any other fee Bank pays or incurs, even if doing so creates an overdraft in your Account. If the returned item is in a currency other than U.S. dollars, the amount returned may be different due to fluctuation of exchange rates. Bank may debit your Account for a returned item at any time on or after the day it is returned to Bank by electronic, automated clearinghouse (“ACH”), or other means or on the day Bank receives notice that the item is being returned, whichever is earlier If an item to be charged back is lost in the process of collection or unavailable for return, Bank may rely upon a photocopy of the item or upon any other generally accepted notification of return of the item, in charging you or any of your Accounts for the amount of the returned item. Bank reserves the right to refuse any item for deposit into your Account. Bank may also refuse a deposit after initially accepting it. Bank will not be liable to you for refusing a deposit, even if it causes outstanding items to be returned. Bank may deduct the amount from your Account at any time whether the physical item is returned to Bank or not, and whether Bank can return the item or a copy to you or not. Bank may place a hold on or charge your Account for any check or other item deposited into your Account if a claim is made or Bank otherwise has reason to believe that the check or other item was altered, forged, unauthorized, has a missing signature, a missing or forged endorsement, or should not have been paid, or may not be paid, for any other reason. When the claim is finally resolved, Bank will either release the hold or deduct from your Account the amount of the item. Bank is not legally responsible if it takes or fails to take any action to recover payment of a returned deposit item. Bank may refuse to accept a check for immediate credit you wish to negotiate either at the time of transaction or before Bank sends it for payment. Reasons for the possible refusal include but are not limited to items that have been previously dishonored, are irregular in any respect, or are drawn in a foreign currency. At Bank’s option, it may send the check for collection or return it to you without presenting it to the financial institution on which it is drawn. When sending a check for collection, it means Bank would not use normal check clearing procedures, and must specially handle the item. If payment is received, Bank will credit your Account with the amount received once credit is received by the Bank. Payment of the amount received may include the collection fee deducted by the other financial institution. In some instances, the other financial institution may require their collection fee accompany the collection request. You agree Bank may pay the fee and charge your Account for the fee. These fees are in addition to the standard fee(s) that may be charged by Bank. Direct Deposits (Preauthorized Credits) There may be a delay between the time a direct deposit or Preauthorized Credit is made and when it will be available for withdrawal. The Bank reserves the right to refuse any transaction which would draw upon insufficient funds, exceed a credit limit, lower an Account below a required balance, or otherwise require the Bank to increase its required reserve on the Account (if applicable). Return of Direct Deposits Bank may deduct the amount of an electronic payment, such as a direct deposit, that is reversed from your Account. If Bank is required to reimburse the Federal Government for all or any portion of any benefit payments deposited into your Account through a direct deposit plan for any reason (e.g., Social Security Administration payments), you agree that Bank may, without prior notice to you, deduct the amount returned to the Federal Government from the Account or from any other Account held by you at Bank, unless the deduction is prohibited by law. This right is in addition to any other rights the Bank has under this Agreement, including its right to setoff and its security interest in your Account. Mobile or Remote Deposits Subject to any applicable Account limitations or restrictions, Bank may offer consumer or business mobile banking (“Mobile Banking”) or other electronic means by which to make a deposit, such as remote deposit capture services (business Accounts only) (“RDC”) that allow the deposit of an electronic image of the original paper check. You agree not to deposit the original paper check already deposited through Mobile Banking or RDC with the Bank or another depositary bank. You agree to endorse all checks deposited using Mobile Banking with the words “for mobile deposit only at Western Alliance Bank” or as otherwise required by the applicable Mobile Banking agreement including but not limited to the Personal Mobile Banking Terms and Conditions and the Business Mobile Banking Terms and Conditions. Deposits made via RDC are subject to the rules, restrictions and guidelines periodically issued by Bank and may be found in the Treasury Management Services Agreement and supporting documents. See Funds Availability Policy Disclosure section of this Agreement for additional requirements related to Mobile Banking and RDC deposits. Night Depository Facilities Night depository services are provided as a convenience to Bank customers at certain Bank locations. You agree Bank will not be required to carry insurance on the night depository or the contents of any night deposit bag or envelope deposited therein. Nor shall Bank be responsible for any disappearance, theft or loss of any bag or envelope or its contents or any part thereof before Bank issues a credit for the deposit. You agree to pay any fees associated with the purchase or replacement of any night deposit bags or keys. You also agree to assume all responsibility for any use of the night deposit bag and keys by individuals acting on your behalf or pursuant to your authorization. You agree to call for each reusable locked bag deposited in the depository before the end of the first business day following the time of each deposit, and, if not called for within such time, Bank is hereby authorized to treat such bag as a safekeeping item subject to safekeeping rules. Disposable bags will be destroyed by Bank. Substitute or Remotely Created Checks You will not deposit any item not containing the genuine signature of the drawer and the actual endorsement of the payee without Bank’s prior written consent. This restriction means you will not deposit, among other things “remotely created checks” and “substitute checks”, as those terms are defined by law and regulation. If you deposit such items into your Account, you agree to reimburse Bank for losses, costs and expenses Bank may pay or incur associated with such item. See Substitute Checks and Your Rights section of this Agreement for more details on your rights and obligations with respect to substitute checks. Crediting of Deposits All transactions, including those for which Bank gives you a receipt, are subject to Bank’s verification. It is your responsibility, and Bank has no obligation, to make sure the declared amount of your deposit is accurate. After Bank reviews your deposit, Bank may adjust your Account for any errors or discrepancies. If Bank discovers an error or discrepancy exists between the declared amount and the actual amount of funds, Bank is permitted to adjust (debit or credit) your Account and Bank may notify you if any adjustments are made. Bank endeavors to resolve errors and discrepancies to the xxxxx; however, Bank is permitted use the declared amount on the deposit slip as the correct amount to be deposited and to not adjust a discrepancy if it is less than Bank’s standard adjustment amount. If you fail to notify Bank during the applicable time frames specified below, the deposit amount shown on your statement will be considered correct. As such, if the actual amount was less than amount shown on your statement, the difference will become your property. If the actual amount was more than the amount shown on your statement, the difference will become the Bank’s property. Bank may periodically change its standard adjustment amount without notice to you and to use different standard adjustment amounts based on account type.

Setoff and Security Interest. You hereby grant us a security interest in your deposit accounts. If you ever owe us money for any reason as a borrower, guarantor or otherwise (“Obligations”)otherwise, and it becomes due, we have the right under the law (called “setoff”) and under the security agreement granted us by this Agreement to use the funds in money from your account(s) account to pay the Obligationsdebt as well as any costs and expenses, including, without limitation and to the extent permitted by law, our attorneys’ fees and court costs, incurred by us in enforcing our rights. Any such indebtedness now or hereafter owing to us by you, either individually or jointly, may be charged to any account which is in your name or held jointly in your name and the name of another or others. We may exercise this right of setoff at any time, without prior notice to you or any owner of such account. You also grant us a security interest in your deposit account, so that the balance in the account is collateral for any current or future obligation you owe us (whether as a borrower, a guarantor or otherwise). We may, in our discretion, require you to execute additional documents if you pledge an account to us as collateral. We may use the money to pay your obligation to us even if withdrawal results in an interest penalty or dishonor of checks. In the case of a partnership or joint account, each partner or joint account owner agrees that we may use the money in the account to satisfy any one of their his or her individual Obligationsobligations. Similarly, each partner or joint account owner agrees that we may use the money in their his or her individual accounts account to satisfy Obligations obligations in the joint account or partnership account. The Obligations, whether now existing or contracted in the future, which you owe to us, either individually or jointly, may be charged against any deposit account, including certificates of deposit before or after maturity, in your name whether in sole ownership or as a joint tenant or as tenants by the entirety. We may use the funds in your account(s) to pay the Obligations even if withdrawal results in an interest penalty or dishonor of checks. We will not be liable for dishonoring items where our exercise of the right of setoff and enforcement of our security interest results in insufficient funds in the account. The security interest you have granted us by this Agreement is consensual and is in addition to our right to of setoff. This However, the right of setoff and security interest may not apply if to your account if: (ia) the account it is an Individual Retirement Account IRA or other a tax-deferred retirement account, Xxxxx Retirement Account (iibut this does not affect our rights under any consensual security interest); (b) the debt is created by a consumer credit transaction under a credit card plan, ; or (iiic) you are an account owner our records demonstrate to our satisfaction that your right of withdrawal arises only in a representative capacitycapacity (for example, only as an authorized signer, attorney-in-fact, or a fiduciary). We will not be liable to you if our setoff from your account leaves insufficient funds to cover outstanding items. You agree to hold us and our affiliates harmless from any claim arising as a result of the exercise of our right of setoff.

Setoff and Security Interest. You hereby grant us a security interest in your deposit accounts. If you ever owe us money for any reason as a borrower, guarantor or otherwise (“Obligations”)otherwise, and it becomes due, we have the right under the law (called “setoff”) and under the security agreement granted us by this Agreement to use the funds in money from your account(s) account to pay the Obligationsdebt as well as any costs and expenses, including, without limitation and to the extent permitted by law, our attorneys’ fees and court costs, incurred by us in enforcing our rights. Any such indebtedness now or hereafter owing to us by you, either individually or jointly, may be charged to any account which is in your name or held jointly in your name and the name of another or others. We may exercise this right of setoff at any time, without prior notice to you or any owner of such account. You also grant us a security interest in your deposit account, so that the balance in the account is collateral for any current or future obligation you owe us (whether as a borrower, a guarantor or otherwise). We may, in our discretion, require you to execute additional documents if you pledge an account to us as collateral. We may use the money to pay your obligation to us even if withdrawal results in an interest penalty or dishonor of checks. In the case of a partnership or joint account, each partner or joint account owner agrees that we may use the money in the account to satisfy any one of their his or her individual Obligationsobligations. Similarly, each partner or joint account owner agrees that we may use the money in their his or her individual accounts account to satisfy Obligations obligations in the joint account or partnership account. The Obligations, whether now existing or contracted in the future, which you owe to us, either individually or jointly, may be charged against any deposit account, including certificates of deposit before or after maturity, in your name whether in sole ownership or as a joint tenant or as tenants by the entirety. We may use the funds in your account(s) to pay the Obligations even if withdrawal results in an interest penalty or dishonor of checks. We will not be liable for dishonoring items where our exercise of the right of setoff and enforcement of our security interest results in insufficient funds in the account. The security interest you have granted us by this Agreement is consensual and is in addition to our right to of setoff. This However, the right of setoff and security interest may not apply if to your account if: (ia) the account it is an Individual Retirement Account IRA or other a tax-deferred retirement account, Xxxxx Retirement Account (iibut this does not affect our rights under any consensual security interest); (b) the debt is created by a consumer credit transaction under a credit card plan, ; or (iiic) you are an account owner our records demonstrate to our satisfaction that your right of withdrawal arises only in a representative capacitycapacity (for example, only as an authorized signer, attorney- in-fact, or a fiduciary). We will not be liable to you if our setoff from your account leaves insufficient funds to cover outstanding items. You agree to hold us and our affiliates harmless from any claim arising as a result of the exercise of our right of setoff.

Setoff and Security Interest. You hereby grant We have a right to use the money in any of your Accounts or any of your other assets with us or any of our affiliates to pay your debts to us or our affiliates. This is called a security interest in your deposit accountsright of “setoff.” This section explains our right of setoff. If you ever owe us or any of our affiliates any money as a borrower, guarantor endorser, guarantor, depositor or otherwise (“Obligations”)otherwise, and such amount becomes due to us or our affiliates, or if we reasonably believe that the amount may be owed to us or our affiliates (even if it becomes dueis ultimately determined that the amount is not owed), we have the right under the law (called “setoff”) and under the security agreement granted us by this Agreement to use pay the debt by using the money from any of your Accounts or other assets with us or our affiliates. The only exceptions are that this right of setoff does not apply (a) when the debtor’s right of withdrawal from the Account or access to another asset held with us only arises in a representative capacity, (b) to funds in a Traditional or Xxxx XXX or other tax-deferred retirement account, or (c) to a credit card holder’s indebtedness arising from a consumer credit transaction. Our right of setoff can arise in several different ways. For example, we have this right of setoff if you fail to maintain sufficient funds in your Account(s) for your transactions or if you otherwise fail to timely pay your debts to us or one of our affiliates. If we do exercise this right of setoff, it will be exercised against your Accounts and assets in the following order of priority to the extent permitted by law: (a) liquid assets in another of your Accounts with us or with any of our affiliates, (b) any matured certificate of deposit awaiting rollover or payment to you, (c) any other certificate of deposit held with us, and (d) any securities in any Account held with us or one of our affiliates. When we exercise our right of setoff, we may sell and/or transfer any and all of your securities or other property in order to satisfy your obligations. We may do this at any time and without prior notice to you unless required by law. We may setoff the funds in your account(sAccounts or other assets with us against any due and payable debt owed to us now or in the future by any of you (any of the Account or asset owners) having the right of withdrawal in the Accounts or right to the asset, to the extent of such person’s or legal entity’s right to withdraw or obtain the asset. We may use the money from your Accounts to pay the Obligationsdebt even if our withdrawal of the money from your Accounts results in a loss of interest, an interest penalty, dishonor of checks, or transaction charges. You understand and agree that any such transaction charges will be in addition to any fees assessed to your Account for insufficient funds. Additionally, you understand that you may be subject to monetary penalties if a certificate of deposit, which has not matured, must be liquidated to cover any overdraft. In the case of a partnership or joint accountAccount, each partner or joint account owner of the Account agrees that we may use the money in the account partnership Account to satisfy any one of their individual Obligationsobligations to us. Similarly, each partner or joint account owner agrees that we may use the money in their his or her individual accounts Accounts to satisfy Obligations obligations in the joint account or partnership accountAccount. The ObligationsIf the debt arises from a note, whether now existing or contracted in “any due and payable debt” includes the future, total amount of which you owe we are entitled to us, either individually or jointly, may be charged against any deposit accountdemand payment under the terms of the note at the time we setoff, including certificates any balance the due date for which we properly accelerate under the note. In addition to our right of deposit before or after maturitysetoff, you grant us a consensual security interest in your name whether in sole ownership or as a joint tenant or as tenants by the entiretyAccount. We may use the funds in your account(s) to pay the Obligations even if withdrawal results in an interest penalty or dishonor of checks. We will not be liable for dishonoring items where our exercise of the right of setoff and enforcement of our Our rights under this security interest results in insufficient funds in the account. The security interest you have granted us by this Agreement is consensual and is are in addition to our right to setoff. This right of setoff and in addition to and apart from any other rights under any other security interest you may not apply if (i) have granted to us. You agree to hold us, our affiliates, and each of our respective officers, directors, employees and agents harmless from any loss arising as a result of our exercise of our right of setoff. You hereby appoint us as your true and lawful agent and attorney- in-fact, with full power to act in your name and on your behalf, with respect to the account is an Individual Retirement Account execution of all instruments and the taking of all action necessary or other tax-deferred retirement account, (ii) desirable to effectuate the debt is created rights and remedies provided in this Agreement and by a consumer credit transaction under a credit card plan, or (iii) you are an account owner in a representative capacityapplicable law.

Setoff and Security Interest. You hereby grant us a security interest in your deposit accounts. If you ever owe us money for any reason as a borrower, guarantor or otherwise (“Obligations”)otherwise, and it becomes due, we have the right under the law (called “setoff”) and under the security agreement granted us by this Agreement to use the funds in money from your account(s) account to pay the Obligationsdebt as well as any costs or expense incurred by us in enforcing our rights. Any such indebtedness now or hereafter owing to us by you, either individually or jointly, may be charged to any account which is in your name or held jointly in your name and the name of another or others. We may exercise this right of setoff at any time, without prior notice to you or any owner of such account. You also grant us a security interest in your deposit account, so that the balance in the account is collateral for any current or future obligation you owe us (whether as a borrower, a guarantor or otherwise). We may, in our discretion, require you to execute additional documents if you pledge a certificate of deposit to us as collateral. We may use the money to pay your obligation to us even if withdrawal results in an interest penalty or dishonor of checks. In the case of a partnership or joint account, each partner or joint account owner agrees that we may use the money in the account to satisfy any one of their individual Obligationshis or her indi- vidual obligations. Similarly, each partner or joint account owner agrees that we may use the money in their individual accounts account to satisfy Obligations obligations in the joint account or partnership account. The Obligations, whether now existing or contracted in the future, which you owe to us, either individually or jointly, may be charged against any deposit account, including certificates of deposit before or after maturity, in your name whether in sole ownership or as a joint tenant or as tenants by the entirety. We may use the funds in your account(s) to pay the Obligations even if withdrawal results in an interest penalty or dishonor of checks. We will not be liable for dishonoring items where our exercise of the right of setoff and enforcement of our security interest results in insufficient funds in the part- nership account. The security interest you have granted us by this Agreement is consensual and is in addition to our right to of setoff. This However, the right of setoff and security interest inter- est may not apply if to your account if: (ia) the account it is an Individual Retirement Account IRA or other a tax-deferred retirement account, Xxxxx Retirement Account (ii) the debt is created by a consumer credit transaction but this does not affect our rights under a credit card plan, or (iii) you are an account owner in a representative capacity.any consensual security interest);