Common use of Set-Offs Clause in Contracts

Set-Offs. In addition to any rights and remedies of the Purchaser provided by this Guaranty, the Repurchase Documents and by Applicable Law, the Purchaser shall have the right, without prior notice to the Seller, the Guarantors or the Pledgor, any such notice being expressly waived by the Guarantors to the extent permitted by Applicable Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantors to the Purchaser hereunder, under the Repurchase Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–off and appropriate and apply against such amount any and all monies and other Property of any of the Guarantors, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any and all other credits, indebtedness, claims, securities, collateral, Property or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by the Purchaser, any Affected Party, any Person under the control of the Purchaser and any successor or assign of the foregoing to or for the credit or the account of any of the Guarantors, whether for safekeeping, custody, pledge, transmission, collection or otherwise. The Purchaser agrees promptly to notify the Guarantors after any such set–off and application made by the Purchaser, provided that the failure to give such notice shall not affect the validity of such set–off and application. ANY AND ALL RIGHTS TO REQUIRE THE PURCHASER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER BY THE SELLER, THE GUARANTORS OR THE PLEDGOR UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTORS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTORS.

Set-Offs. In addition to any rights now or hereafter granted under applicable law or otherwise, and remedies not by way of limitation of any such rights, upon the Purchaser provided by this Guarantyoccurrence and during the continuance of any Event of Default, each Investor and the Repurchase Documents and by Applicable Law, the Purchaser shall have the rightSwingline Investor is hereby authorized at any time or from time to time, without prior presentment, demand, protest or other notice of any kind to the Seller, the Guarantors Issuer or the Pledgorto any other Person, any such notice being hereby expressly waived by the Guarantors waived, to the extent permitted by Applicable Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantors to the Purchaser hereunder, under the Repurchase Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–set off and to appropriate and apply against such amount any and all monies and other Property of any of the Guarantors, any and all deposits (general or special, time or demand, provisional or final), in any currency, ) and any and all other credits, indebtedness, claims, securities, collateral, Property or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case Indebtedness at any time held or owing by each Investor and the PurchaserSwingline Investor, any Affected Party, any Person under as the control case may be (including by branches and agencies of such Investor or the Purchaser and any successor or assign of Swingline Investor (as the foregoing case may be) wherever located) to or for the credit or the account of the Issuer against and on account of the Obligations of the Issuer then due and payable to such Investor or the Swingline Investor (as the case may be) under this Agreement or under any of the Guarantorsother Financing Documents. Each Investor and the Swingline Investor agrees that if it shall, by exercising any right of set off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest or commitment fee due with respect to any Note or other Obligation held by it which is greater than the proportion received by any other Investor or the Swingline Investor in respect of the aggregate amount of principal, interest and commitment fee due with respect to any Note or other Obligation held by such other Investor or the Swingline Investor, the Investor or Swingline Investor receiving such proportionately greater payment shall purchase such participations in the Notes or other Obligations held by the other Investors and the Swingline Investor, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Notes and the other Obligations held by the Investors and the Swingline Investor shall be shared by the Investors and the Swingline Investor pro rata; provided that nothing in this Section 10.4 shall impair the right of any Investor or the Swingline Investor to exercise any right of set off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of the Issuer other than its Indebtedness under the Notes or the Swingline Advances. The Issuer agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note or the Swingline Advances, whether for safekeepingor not acquired pursuant to the foregoing arrangements, custodymay exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Issuer in the amount of such participation. Notwithstanding anything to the contrary contained herein, pledgeeach Investor and the Swingline Investor may, transmissionby separate agreement with the Issuer, collection waive its right to set off contained herein or otherwise. The Purchaser agrees promptly to notify the Guarantors after granted by law and any such set–off and application made by written waiver shall be effective against such Investor or the PurchaserSwingline Investor (as the case may be), provided that the failure to give such notice shall not affect the validity of such set–off and application. ANY AND ALL RIGHTS TO REQUIRE THE PURCHASER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER BY THE SELLERas applicable, THE GUARANTORS OR THE PLEDGOR UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTORS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTORSunder this Section 10.4.

Set-Offs. In addition to any rights and remedies of the Purchaser Administrative Agent and the Lenders provided by this Guaranty, the Repurchase Credit Documents and by Applicable Requirements of Law, the Purchaser Administrative Agent and the Lenders shall have the right, without prior notice to the SellerBorrowers, the Guarantors Guarantor, the Pledgor or the Pledgorany other Credit Party, any such notice being expressly waived by the Guarantors Guarantor to the extent permitted by Applicable Requirements of Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantors Guarantor to the Purchaser Administrative Agent and the Lenders hereunder, under the Repurchase Credit Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–—off and appropriate and apply against such amount any and all monies and other Property of any and assets of the GuarantorsGuarantor, any and all deposits (general or special, time or demand, provisional or final), in any currencycurrency (other than against the Main Treasury Account or amounts deposited therein), and any and all other credits, indebtedness, claims, securities, collateral, Property Property, assets or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by the PurchaserAdministrative Agent, any Affected Partythe Lenders, any Person under the control of the Purchaser Administrative Agent, the Lenders and any successor or assign of the foregoing to or for the credit or the account of any of the GuarantorsGuarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise. The Purchaser Administrative Agent agrees promptly to notify the Guarantors Guarantor after any such set–—off and application made by the PurchaserAdministrative Agent or the Lenders, provided that the failure to give such notice shall not affect the validity of such set–—off and application. ANY AND ALL RIGHTS TO REQUIRE THE PURCHASER ADMINISTRATIVE AGENT AND THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER ADMINISTRATIVE AGENT AND THE LENDERS BY THE SELLERBORROWERS, THE GUARANTORS OR GUARANTOR, THE PLEDGOR OR ANY OTHER CREDIT PARTY UNDER THE REPURCHASE CREDIT DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–—OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OR ASSETS OF THE GUARANTORSGUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTORSGUARANTOR. For the avoidance of doubt, the Administrative Agent and the Lenders each, for itself and for each such entity’s successors, assigns and participants, hereby disclaim any right of set-off, in common law or otherwise, against the Main Treasury Account and any and all deposits (general or special, time or demand, provisional or final) or credits in any currency therein.

Set-Offs. (a) In addition to any rights now or hereafter granted under Applicable Law or otherwise, and remedies not by way of limitation of such rights, the Seller hereby grants to the Purchaser provided and each Affected Party a right of set–off, to secure repayment of all amounts owing to the Purchaser by this Guarantythe Seller, the Guarantor and the Pledgor under the Repurchase Documents and by Applicable Lawthe Obligations, the Purchaser shall have the rightupon any and all (regardless of any currency thereof) monies, without prior notice to securities, collateral or other Property of the Seller, the Guarantors Guarantor, the Pledgor and each other Repurchase Party and any proceeds from the foregoing, now or the Pledgor, any such notice being expressly waived hereafter held or received by the Guarantors to Purchaser or any Affected Party or any entity under the extent permitted by Applicable Lawcontrol of the Purchaser or any Affected Party and their respective successors and assigns (including, without limitation, branches and agencies of the Purchaser or any Affected Party wherever located), for the account of the Seller, the Guarantor, the Pledgor or any other Repurchase Party, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and regardless of the existence of any other collateral, also upon any amount becoming due and payable by the Guarantors to the Purchaser hereunder, under the Repurchase Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–off and appropriate and apply against such amount any and all monies and other Property of any of the Guarantors, any and all deposits (general or general, specified, special, time or time, demand, provisional or final), in any currency, ) and any and all other credits, indebtedness, claims, securities, collateral, Property claims or proceeds of any Indebtedness of the foregoing inSeller, as applicablethe Guarantor, the Pledgor or any currencyother Repurchase Party at any time existing, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by the Purchaser, Purchaser or any Affected Party, any Person under the control of the Purchaser and any successor or assign of the foregoing Party to or for the credit of any the Seller, the Guarantor, the Pledgor or any other Repurchase Party. Each of the account of Purchaser and each Affected Party is hereby authorized at any time and from time to time upon any amount becoming due and payable by the Seller, the Guarantor, the Pledgor or any other Repurchase Party to the Purchaser or any of the GuarantorsAffected Parties under the Repurchase Documents, the Obligations or otherwise (whether for safekeepingat stated maturity, custodyby acceleration, pledge, transmission, collection by mandatory or optional prepayment or otherwise. The Purchaser agrees promptly ) or upon the occurrence and during the continuance of an Event of Default, without notice to notify the Guarantors after Seller, the Guarantor, the Pledgor or any other Repurchase Party, any such notice being expressly waived by the Seller, the Guarantor, the Pledgor or any other Repurchase Party to the extent permitted by Applicable Law, to set–off, appropriate, apply and enforce such right of set–off against any and application made all items hereinabove referred to against any amounts owing to the Purchaser or any Affected Party by the PurchaserSeller, provided that the failure Guarantor, the Pledgor or any other Repurchase Party under the Repurchase Documents and the Obligations, irrespective of whether the Purchaser or any Affected Party shall have made any demand under the Repurchase Documents and regardless of any other collateral securing such amounts. The Seller, the Guarantor, the Pledgor and all other Repurchase Parties shall be deemed directly indebted to give such notice the Purchaser and the other Affected Parties in the full amount of all amounts owing to the Purchaser and the other Affected Parties by the Seller, the Guarantor, the Pledgor and all other Repurchase Parties under this Agreement, the other Repurchase Documents and the Obligations, and the Purchaser and the other Affected Parties shall not affect be entitled to exercise the validity rights of such set–off and applicationprovided for above. ANY AND ALL RIGHTS TO REQUIRE THE PURCHASER OR THE OTHER AFFECTED PARTIES TO EXERCISE ITS THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER OR THE OTHER AFFECTED PARTIES BY THE SELLER, THE GUARANTORS OR GUARANTOR, THE PLEDGOR AND THE OTHER REPURCHASE PARTIES UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTORSBORROWERS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTORSSELLER, THE GUARANTOR, THE PLEDGOR AND EACH OTHER REPURCHASE PARTY.

Set-Offs. (a) In addition to any rights and remedies of the Deal Agent, the Purchaser or any Secured Party provided by this GuarantyAgreement, the Repurchase Documents and by Applicable Law, the Purchaser and the Deal Agent as agent for the Secured Parties shall have the right, without prior notice to the Seller, the Guarantors Seller or the PledgorGuarantor, any such notice being expressly waived by the Guarantors Seller and the Guarantor to the extent permitted by Applicable Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantors Seller to the Deal Agent, the Purchaser or any Secured Party hereunder, under the Repurchase Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–-off and appropriate and apply against such amount any and all monies and other Property of any property of the GuarantorsSeller, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any and all other credits, indebtedness, indebtedness or claims, securities, collateral, Property or proceeds of any of the foregoing in, as applicable, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by the Deal Agent, the Purchaser, any Affected Party, Secured Party or any Person under the control of the Purchaser and any successor or assign of the foregoing Affiliate thereof to or for the credit or the account of any of the Guarantors, whether for safekeeping, custody, pledge, transmission, collection or otherwiseSeller. The Purchaser Deal Agent agrees promptly to notify the Guarantors Seller and the Guarantor after any such set–-off and application made by the Deal Agent as agent for the Secured Parties or the Purchaser, provided that the failure to give such notice shall not affect the validity of such set–-off and application. ANY AND ALL RIGHTS TO REQUIRE THE PURCHASER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER BY THE SELLERThe Seller and the Guarantor hereby waive any right of setoff it may have or to which it may be entitled under this Agreement from time to time against the Deal Agent, THE GUARANTORS OR THE PLEDGOR UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTORS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTORSthe Purchaser and any Secured Party or their assets.

Set-Offs. In addition to any rights and remedies of the Purchaser provided by this GuarantyAgreement, the Repurchase Documents and by Applicable Law, the Purchaser shall have the right, without prior notice to the Seller, the Guarantors or the Pledgor, any such notice being expressly waived by the Seller, the Guarantors and the Pledgor to the extent permitted by Applicable Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Seller, the Guarantors or the Pledgor to the Purchaser or any other Affected Party hereunder, under the Repurchase Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–off and appropriate and apply against such amount any and all monies and other Property of the Seller, any of the GuarantorsGuarantors or the Pledgor, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any and all other credits, indebtedness, claims, securities, collateral, Property or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by the Purchaser, any other Affected PartyParty or any Affiliate of the foregoing, any Person under the control of the Purchaser foregoing and any successor or assign of the foregoing to or for the credit or the account of any of the GuarantorsSeller, the Guarantors or the Pledgor, whether for safekeeping, custody, pledge, transmission, collection or otherwise. The Purchaser agrees promptly to notify the Seller, the Guarantors and the Pledgor after any such set–off and application made by the Purchasermade, provided that the failure to give such notice shall not affect the validity of such set–off and application. ANY AND ALL RIGHTS TO REQUIRE THE PURCHASER AND THE OTHER AFFECTED PARTIES TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER AND THE OTHER AFFECTED PARTIES BY THE SELLER, THE GUARANTORS OR THE PLEDGOR UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTORSSELLER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTORSSELLER, THE GUARANTORS AND THE PLEDGOR.

Set-Offs. In addition to any rights and remedies Regardless of the Purchaser provided adequacy of any Collateral, during the continuance of any Default, including in connection with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by this Guaranty, or due from any Lender to the Repurchase Documents Borrower or the Guarantors and by Applicable Law, any securities or other property of the Purchaser shall have Borrower or the rightGuarantors in the possession of such Lender may, without prior notice to the Seller, the Guarantors Borrower or the Pledgor, any Guarantor (any such notice being expressly waived by the Guarantors to Borrower and each Guarantor) but with the extent permitted by Applicable Law, and regardless prior written approval of the existence Administrative Agent, be applied to or set off against the payment of any other collateral, upon any amount becoming due and payable by the Guarantors to the Purchaser hereunder, under the Repurchase Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–off and appropriate and apply against such amount any and all monies and other Property of any of the Guarantors, any and all deposits (general or special, time or demand, provisional or final), in any currency, Obligations and any and all other creditsliabilities, indebtednessdirect, claims, securities, collateral, Property or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured due or unmaturedto become due, and in each case at any time held now existing or owing by the Purchaserhereafter arising, any Affected Party, any Person under the control of the Purchaser and any successor Borrower or assign the Guarantors to such Lender. Each of the foregoing to Lenders agree with each other Lender that if such Lender shall receive from the Borrower or for the credit or the account of any of the Guarantors, whether for safekeepingby voluntary payment, custodyexercise of the right of setoff, pledge, transmission, collection or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. The Purchaser agrees In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be 100 segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to notify the Guarantors after any Administrative Agent a statement describing in reasonable detail the Obligations owing to such set–off and application made by the Purchaser, provided that the failure Defaulting Lender as to give which it exercised such notice shall not affect the validity right of such set–off and application. ANY AND ALL RIGHTS TO REQUIRE THE PURCHASER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER BY THE SELLER, THE GUARANTORS OR THE PLEDGOR UNDER THE REPURCHASE DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF THE GUARANTORS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTORSsetoff.

Set-Offs. In addition to any rights and remedies of the Purchaser Administrative Agent and the Lenders provided by this GuarantyGuarantee, the Repurchase Credit Documents and by Applicable Requirements of Law, the Purchaser Administrative Agent and the Lenders shall have the right, without prior notice to the SellerBorrowers, the Guarantors Guarantor, the Pledgors or the Pledgorany other Credit Party, any such notice being expressly waived by the Guarantors Guarantor to the extent permitted by Applicable Requirements of Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantors Guarantor to the Purchaser Administrative Agent and the Lenders hereunder, under the Repurchase Credit Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–off and appropriate and apply against such amount any and all monies and other Property of any and assets of the GuarantorsGuarantor, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any and all other credits, indebtednessIndebtedness, claims, securities, collateral, Property Property, assets or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by the PurchaserAdministrative Agent, the Lenders, any Affected Partyof their Affiliates, any Person under the control of the Purchaser Administrative Agent, the Lenders and any successor or assign of the foregoing to or for the credit or the account of any of the GuarantorsGuarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise. The Purchaser Administrative Agent agrees promptly to notify the Guarantors Guarantor after any such set–off and application made by the PurchaserAdministrative Agent or the Lenders, provided that the failure to give such notice shall not affect the validity of such set–off and application. ANY AND ALL RIGHTS TO REQUIRE THE PURCHASER ADMINISTRATIVE AGENT AND THE LENDERS TO EXERCISE ITS THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER ADMINISTRATIVE AGENT AND THE LENDERS BY THE SELLERBORROWERS, THE GUARANTORS GUARANTOR, THE PLEDGORS OR THE PLEDGOR ANY OTHER CREDIT PARTY UNDER THE REPURCHASE CREDIT DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OR ASSETS OF THE GUARANTORSGUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTORSGUARANTOR.

Set-Offs. In addition to any rights and remedies of the Purchaser Administrative Agent and the Lenders provided by this GuarantyGuarantee, the Repurchase Credit Documents and by Applicable Requirements of Law, the Purchaser Administrative Agent and the Lenders shall have the right, without prior notice to the SellerBorrowers, the Guarantors Guarantor, the Pledgors or the Pledgorany other Credit Party, any such notice being expressly waived by the Guarantors Guarantor to the extent permitted by Applicable Requirements of Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantors Guarantor to the Purchaser Administrative Agent and the Lenders hereunder, under the Repurchase Credit Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–—off and appropriate and apply against such amount any and all monies and other Property of any and assets of the GuarantorsGuarantor, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any and all other credits, indebtednessIndebtedness, claims, securities, collateral, Property Property, assets or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by the PurchaserAdministrative Agent, the Lenders, any Affected Partyof their Affiliates, any Person under the control of the Purchaser Administrative Agent, the Lenders and any successor or assign of the foregoing to or for the credit or the account of any of the GuarantorsGuarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise. The Purchaser Administrative Agent agrees promptly to notify the Guarantors Guarantor after any such set–off and application made by the PurchaserAdministrative Agent or the Lenders, provided that the failure to give such notice shall not affect the validity of such set–off and application. ANY AND ALL RIGHTS TO REQUIRE THE PURCHASER ADMINISTRATIVE AGENT AND THE LENDERS TO EXERCISE ITS THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER ADMINISTRATIVE AGENT AND THE LENDERS BY THE SELLERBORROWERS, THE GUARANTORS GUARANTOR, THE PLEDGORS OR THE PLEDGOR ANY OTHER CREDIT PARTY UNDER THE REPURCHASE CREDIT DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OR ASSETS OF THE GUARANTORSGUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTORSGUARANTOR.

Set-Offs. (a) In addition to any rights now or hereafter granted under Applicable Law or otherwise, and remedies not by way of limitation of such rights, each Borrower and each Guarantor hereby grants to the Purchaser provided Administrative Agent and the Lenders a right of set-off, to secure repayment of all amounts owing to the Administrative Agent and the Lenders by this Guaranty, the Repurchase Borrowers and the Guarantors under the Loan Documents and by Applicable Law, the Purchaser shall have the right, without prior notice to the Seller, the Guarantors or the Pledgor, any such notice being expressly waived by the Guarantors to the extent permitted by Applicable Law, and regardless of the existence of any other collateralObligations, upon any amount becoming due and payable by the Guarantors to the Purchaser hereunder, under the Repurchase Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–off and appropriate and apply against such amount any and all monies and (regardless of any currency thereof) monies, securities, collateral or other Property of any Borrower or any Guarantor (but specifically excluding any Excluded Account) and any proceeds from the foregoing, now or hereafter held or received by the Administrative Agent, the Lenders or any entity under the control of the GuarantorsAdministrative Agent or the Lenders and their respective successors and assigns (including, without limitation, branches and agencies of the Administrative Agent or Lenders wherever located), for the account of any Borrower or any Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or general, specified, special, time or time, demand, provisional or final), in any currency, ) and any and all other credits, indebtedness, claims, securities, collateral, Property claims or proceeds Indebtedness of any of the foregoing in, as applicable, Borrower or any currencyGuarantor at any time existing, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by the PurchaserAdministrative Agent, any Affected Party, Lender or any Person under the control of the Purchaser and any successor or assign Affiliate of the foregoing to or for the credit of any Borrower or any Guarantor. The Administrative Agent and each Lender is hereby authorized at any time and from time to time upon any amount becoming due and payable by any Borrower to the Administrative Agent or the account Lenders under the Loan Documents, the Aggregate Unpaids, the Obligations (but only to the extent that an event of default, an event that, with the notice or the lapse of time, would become an event of default, or any acceleration has occurred with respect to such other Obligations) or otherwise (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) or upon the occurrence of an Event of Default, without notice to any Borrower or any Guarantor, any such notice being expressly waived by the Borrowers to the extent permitted by Applicable Law, to set-off, appropriate, apply and enforce such right of set-off against any and all items hereinabove referred to against any amounts owing to the Administrative Agent or Lenders by the Borrowers and the Guarantors under the Loan Documents, the Aggregate Unpaids and the Obligations (but only to the extent that an event of default, an event that, with the notice or the lapse of time, would become an event of default, or any acceleration has occurred with respect to such other Obligations), irrespective of whether the Administrative Agent or Lenders shall have made any demand hereunder and regardless of any other collateral securing such amounts. Each Borrower and each Guarantor shall be deemed directly indebted to the Administrative Agent and each Lender in the full amount of all amounts owing to the Guarantors, whether for safekeeping, custody, pledge, transmission, collection or otherwise. The Purchaser agrees promptly to notify Administrative Agent and the Lenders by the Borrowers and the Guarantors after any such under this Agreement, the Revolving Notes, the other Loan Documents and the Obligations, and the Administrative Agent and Lenders shall be entitled to exercise the rights of set–-off and application made by the Purchaser, provided that the failure to give such notice shall not affect the validity of such set–off and applicationfor above. ANY AND ALL RIGHTS TO REQUIRE THE PURCHASER ADMINISTRATIVE AGENT OR LENDERS TO EXERCISE ITS THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER ADMINISTRATIVE AGENT OR LENDERS BY THE SELLER, BORROWERS AND THE GUARANTORS OR THE PLEDGOR UNDER THE REPURCHASE LOAN DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–-OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR First Amended and Restated Revolving Loan Agreement (Wachovia and Arbor) 92 OTHER PROPERTY OF THE GUARANTORSBORROWERS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTORSEACH BORROWER.

Set-Offs. In addition to any rights and remedies of the Purchaser Administrative Agent and the Lenders provided by this GuarantyGuarantee, the Repurchase Credit Documents and by Applicable Requirements of Law, the Purchaser Administrative Agent and the Lenders shall have the right, without prior notice to the SellerBorrowers, the Guarantors Guarantors, the Pledgors or the Pledgorany other Credit Party, any such notice being expressly waived by the Guarantors to the extent permitted by Applicable Requirements of Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantors to the Purchaser Administrative Agent and the Lenders hereunder, under the Repurchase Credit Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) (it is understood, however, that the limitations on the amounts payable by the Guarantors are subject to the limitations set forth in Section 2) to set–off and appropriate and apply against such amount any and all monies and other Property of any and assets of the Guarantors, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any and all other credits, indebtednessIndebtedness, claims, securities, collateral, Property Property, assets or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by the PurchaserAdministrative Agent, the Lenders, any Affected Partyof their Affiliates, any Person under the control of the Purchaser Administrative Agent, the Lenders and any successor or assign of the foregoing to or for the credit or the account of any of the Guarantors, whether for safekeeping, custody, pledge, transmission, collection or otherwiseotherwise but excluding, in each case, the Additional Cash Collateral except as provided in Section 2 and to the extent of the L/C Obligations arising with respect to the Mortgage Obligation LCs and other cash collateral held for L/C Obligations pursuant to Section 5.30 of the Credit Agreement. The Purchaser Administrative Agent agrees promptly to notify the Guarantors after any such set–off and application made by the PurchaserAdministrative Agent or the Lenders, provided that the failure to give such notice shall not affect the validity of such set–off and application. ANY AND ALL RIGHTS TO REQUIRE THE PURCHASER ADMINISTRATIVE AGENT AND THE LENDERS TO EXERCISE ITS THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER ADMINISTRATIVE AGENT AND THE LENDERS BY THE SELLERBORROWERS, THE GUARANTORS GUARANTORS, THE PLEDGORS OR THE PLEDGOR ANY OTHER CREDIT PARTY UNDER THE REPURCHASE CREDIT DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–—OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OR ASSETS OF THE GUARANTORS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTORSEACH GUARANTOR.

Set-Offs. In addition to any rights and remedies of the Purchaser Administrative Agent and the Lenders provided by this Guaranty, the Repurchase Credit Documents and by Applicable Requirements of Law, the Purchaser Administrative Agent and the Lenders shall have the right, without prior notice to the SellerBorrowers, the Guarantors Guarantor, the Pledgor or the Pledgorany other Credit Party, any such notice being expressly waived by the Guarantors Guarantor to the extent permitted by Applicable Requirements of Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantors Guarantor to the Purchaser Administrative Agent and the Lenders hereunder, under the Repurchase Credit Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–off and appropriate and apply against such amount any and all monies and other Property of any and assets of the GuarantorsGuarantor, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any and all other credits, indebtedness, claims, securities, collateral, Property Property, assets or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by the PurchaserAdministrative Agent, any Affected Partythe Lenders, any Person under the control of the Purchaser Administrative Agent, the Lenders and any successor or assign of the foregoing to or for the credit or the account of any of the GuarantorsGuarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise. The Purchaser Administrative Agent agrees promptly to notify the Guarantors Guarantor after any such set–off and application made by the PurchaserAdministrative Agent or the Lenders, provided that the failure to give such notice shall not affect the validity of such set–off and application. ANY AND ALL RIGHTS TO REQUIRE THE PURCHASER ADMINISTRATIVE AGENT AND THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER ADMINISTRATIVE AGENT AND THE LENDERS BY THE SELLERBORROWERS, THE GUARANTORS OR GUARANTOR, THE PLEDGOR OR ANY OTHER CREDIT PARTY UNDER THE REPURCHASE CREDIT DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OR ASSETS OF THE GUARANTORSGUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTORSXXXXXXXXX.

Set-Offs. In addition to any rights and remedies of the Purchaser Administrative Agent and the Lenders provided by this GuarantyGuarantee, the Repurchase Credit Documents and by Applicable Requirements of Law, the Purchaser Administrative Agent and the Lenders shall have the right, without prior notice to the SellerBorrowers, the Guarantors Guarantors, the Pledgors or the Pledgorany other Credit Party, any such notice being expressly waived by the Guarantors to the extent permitted by Applicable Requirements of Law, and regardless of the existence of any other collateral, upon any amount becoming due and payable by the Guarantors to the Purchaser Administrative Agent and the Lenders hereunder, under the Repurchase Credit Documents or otherwise (whether at the stated maturity, by acceleration or otherwise) to set–off and appropriate and apply against such amount any and all monies and other Property of any and assets of the Guarantors, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any and all other credits, indebtednessIndebtedness, claims, securities, collateral, Property Property, assets or proceeds of any of the foregoing in, as applicable, any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by the PurchaserAdministrative Agent, the Lenders, any Affected Partyof their Affiliates, any Person under the control of the Purchaser Administrative Agent, the Lenders and any successor or assign of the foregoing to or for the credit or the account of any of the Guarantors, whether for safekeeping, custody, pledge, transmission, collection or otherwise. The Purchaser Administrative Agent agrees promptly to notify the Guarantors after any such set–off and application made by the PurchaserAdministrative Agent or the Lenders, provided that the failure to give such notice shall not affect the validity of such set–off and application. ANY AND ALL RIGHTS TO REQUIRE THE PURCHASER ADMINISTRATIVE AGENT AND THE LENDERS TO EXERCISE ITS THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE PURCHASER ADMINISTRATIVE AGENT AND THE LENDERS BY THE SELLERBORROWERS, THE GUARANTORS GUARANTORS, THE PLEDGORS OR THE PLEDGOR ANY OTHER CREDIT PARTY UNDER THE REPURCHASE CREDIT DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SET–OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OR ASSETS OF THE GUARANTORS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE GUARANTORSEACH GUARANTOR.