Common use of Right to Set Off Clause in Contracts

Right to Set Off. In addition to any rights now or hereafter granted under the Transaction Documents or Requirements of Law, Guarantor hereby grants to Buyer and Buyer’s Affiliates, to secure repayment of the Guarantied Obligations, a right of set-off upon any and all of the following: monies, securities, collateral or other property of Guarantor and any proceeds from the foregoing, now or hereafter held or received by Buyer or any Affiliate of Buyer, for the account of Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general, specified, special, time, demand, provisional or final) and credits, claims or indebtedness of Guarantor at any time existing, and any obligation owed by Buyer or any Affiliate of Buyer to Guarantor and to set–off against any Guarantied Obligations or indebtedness owed by Guarantor and any indebtedness owed by Buyer or any Affiliate of Buyer to Guarantor, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Transaction Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Buyer or any Affiliate of Buyer to or for the credit of Guarantor without prejudice to Buyer’s right to recover any deficiency. Each of Buyer and each Affiliate of Buyer is hereby authorized upon any amount becoming due and payable by Guarantor to Buyer or any Affiliate of Buyer under this Guaranty or the Guarantied Obligations, without notice to Guarantor, any such notice being expressly waived by Guarantor to the extent permitted by any Requirements of 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 Buyer or any of Buyer’s Affiliates by Guarantor under the Guaranty and the Guarantied Obligations, irrespective of whether Buyer or any Affiliate of Buyer shall have made any demand under this Guaranty and regardless of any other collateral securing such amounts, and in all cases without waiver or prejudice of Buyer’s rights to recover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR AFFILIATES OF BUYER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED LOANS OR ANY OTHER RIGHTS OR REMEDIES UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET–OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTOR.

Right to Set Off. In addition (a) Without limiting any other rights or remedies available to Buyer, upon notice to Seller, Buyer may set-off the amount of any rights now Damages incurred, suffered or hereafter granted finally determined, to which any Buyer Indemnified Party claims to be entitled from Seller against any amounts payable by Buyer under this Agreement or any of the Transaction Documents (including without limitation, the Escrow Amount and any Milestone Payments or Requirements Royalty). Buyer may exercise in good faith such right of Lawsetoff only if the amount of Damages has been incurred, Guarantor hereby grants suffered or finally determined. Neither the exercise of, nor the failure to exercise, any right of setoff or right to seek recovery from any collateral by Buyer will constitute an election of remedies or limit in any manner the enforcement of any other remedies that may be available to Buyer or any other Person. For the avoidance of doubt: (i) Buyer may seek indemnification for any claim under Section 7.2 directly from Seller without the need for any set-off or reservation under this Section 7.6; and Buyer’s Affiliates(ii) notwithstanding any set-off or reservation in accordance with this Section 7.6, Seller shall remain liable in accordance with this Agreement for any amounts that are not recovered by Buyer pursuant to secure repayment of the Guarantied Obligations, a such right of set-off upon or reservation and for which Seller is otherwise liable pursuant to any and all provision of the following: monies, securities, collateral or other property of Guarantor and any proceeds from this Agreement. (b) Without limiting the foregoing, now Buyer shall be entitled to offset any Damages incurred for Product Liability claims arising or hereafter held resulting from Products manufactured or received by Buyer or sold prior to the Closing from the Escrow Amount, any Affiliate of BuyerMilestone Payments and Royalty payments (including, for without limitation, Damages payable to Seller pursuant to Section 7.3(c)). Such offset from the account of GuarantorEscrow Amount, whether for safekeeping, custody, pledge, transmission, collection or otherwise, Milestone Payments and also upon any and all deposits (general, specified, special, time, demand, provisional or final) and credits, claims or indebtedness of Guarantor at any time existing, and any obligation owed by Buyer or any Affiliate of Buyer to Guarantor and to set–off against any Guarantied Obligations or indebtedness owed by Guarantor and any indebtedness owed by Buyer or any Affiliate of Buyer to Guarantor, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Transaction Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Buyer or any Affiliate of Buyer to or for the credit of Guarantor without prejudice to Royalty payments shall be Buyer’s right sole and absolute remedy from Seller for any Damages incurred for Product Liability claims arising or resulting from Products manufactured or sold prior to recover any deficiency. Each the Closing (including, without limitation, Damages payable to Seller pursuant to Section 7.3(c)); provided, however, that the foregoing limitation shall not apply to Damages incurred for Product Liability claims arising or resulting from Products manufactured or sold prior to the Closing as a result of Buyer and each Affiliate of Buyer is hereby authorized upon any amount becoming due and payable by Guarantor to Buyer Seller’s fraud, willful misconduct, or any Affiliate of Buyer fraudulent misrepresentation under this Guaranty or the Guarantied Obligations, without notice to Guarantor, any such notice being expressly waived by Guarantor to the extent permitted by any Requirements of 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 Buyer or any of Buyer’s Affiliates by Guarantor under the Guaranty and the Guarantied Obligations, irrespective of whether Buyer or any Affiliate of Buyer shall have made any demand under this Guaranty and regardless of any other collateral securing such amounts, and in all cases without waiver or prejudice of Buyer’s rights to recover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR AFFILIATES OF BUYER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED LOANS OR ANY OTHER RIGHTS OR REMEDIES UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET–OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTORAgreement.

Right to Set Off. In addition to any rights now or hereafter granted under Union Bank of India shall have the Transaction Documents or Requirements of Law, Guarantor hereby grants to Buyer and Buyer’s Affiliates, to secure repayment of the Guarantied Obligations, a paramount right of set-off upon and lien, irrespective of any other lien or charge, present as well as future, on the deposits of any kind and all nature (including fixed deposits) held/ balances lying in any other account(s) of the following: Cardholder and/ or Add-on Cardholder maintained with Union Bank of India, whether in single name or joint name(s) and on any monies, securities, collateral bonds and all other assets, documents and properties held by/ under the control of Union Bank of India (whether by way of security or otherwise pursuant to any contract entered/ to be entered into by the Cardholder in any capacity) towards the satisfaction of the Cardholder’s liability under his/her Card Account. Union Bank of India is entitled with due notice to the Cardholder, to settle any indebtedness whatsoever owed by the Cardholder to Union Bank of India (whether actual or contingent, or whether primary or collateral, or whether joint and/ or several) hereunder or under any other property document/ agreement, by adjusting, setting-off any deposit(s) and/ or transferring monies lying to the balance of Guarantor any account(s) held by the Cardholder and/ or Add-on Cardholder with Union Bank of India notwithstanding that the deposit(s)/ balances lying in such account(s) may not be expressed in the same currency as such indebtedness. Union Bank of India’s rights hereunder shall not be affected by the Cardholder’s bankruptcy, death or winding-up. It shall be the Cardholder’s and/ or Add-on Cardholder’s sole responsibility and liability to settle all disputes/ objections with any proceeds from such joint account holders. In addition to the foregoing, now or hereafter held or received by Buyer above mentioned right or any Affiliate other right which Union Bank of BuyerIndia may at any time be entitled whether by operation of law, for the account of Guarantor, whether for safekeeping, custody, pledge, transmission, collection contract or otherwise, and also upon any and all deposits Union Bank of India is authorized/ will be entitled: (general, specified, special, time, demand, provisional a) to combine or final) and credits, claims or indebtedness of Guarantor consolidate at any time existing, and any obligation owed by Buyer or any Affiliate of Buyer to Guarantor and to set–off against any Guarantied Obligations or indebtedness owed by Guarantor and any indebtedness owed by Buyer or any Affiliate of Buyer to Guarantor, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Transaction Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Buyer or any Affiliate of Buyer to or for the credit of Guarantor without prejudice to Buyer’s right to recover any deficiency. Each of Buyer and each Affiliate of Buyer is hereby authorized upon any amount becoming due and payable by Guarantor to Buyer or any Affiliate of Buyer under this Guaranty or the Guarantied Obligations, without notice to Guarantor, any such notice being expressly waived by Guarantor to the extent permitted by any Requirements of 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 Buyer or any of Buyer’s Affiliates the accounts and liabilities of the Cardholder with or to any branch of Union Bank of India (b) to sell or otherwise dispose of any of the Cardholders’ and/or Add-on Cardholders’ securities or properties held by Guarantor under Union Bank of India by way of public or private sale or otherwise without having to institute any judicial proceeding whatsoever and retain/ appropriate from the Guaranty proceeds derived therefrom the total amounts outstanding to Union Bank of India from the Cardholder, including costs and expenses in connection with such sale or disposal and (c) in case of cross currency set-off, to convert an obligation in one currency to another currency at a rate determined at the Guarantied Obligationssole discretion of Union Bank of India. Without prejudice to the above, irrespective Union Bank of whether Buyer or any Affiliate of Buyer India shall have made any demand under this Guaranty and regardless the right to proceed against the Cardholder independent of any other collateral securing such amounts, and in all cases without waiver or prejudice right of Buyer’s rights lien/ set-off to recover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR AFFILIATES OF BUYER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED LOANS OR ANY OTHER RIGHTS OR REMEDIES UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET–OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTORthe outstanding dues from the Cardholder.

Right to Set Off. In addition to any rights now or hereafter granted under 28.1 YES BANK shall have the Transaction Documents or Requirements of Law, Guarantor hereby grants to Buyer and Buyer’s Affiliates, to secure repayment of the Guarantied Obligations, a paramount right of set-off upon and lien, irrespective of any other lien or charge, present as well as future on the deposits of any kind and all nature (including fixed deposits) held/ balances lying in any other account(s) of the following: Cardmember maintained with YES BANK, whether in single name or joint name(s) and on any monies, securities, collateral bonds and all other assets, documents and properties held by/ under the control of YES BANK (whether by way of security or otherwise pursuant to any contract entered/ to be entered into by the Cardmember in any capacity) towards the satisfaction of the Cardmember's liability under his Card Account. YES BANK is entitled without any notice to the Card Member, to settle any indebtedness whatsoever owed by the Cardmember to YES BANK (whether actual or contingent, or whether primary or collateral, or whether joint and/or several) hereunder or under any other property document/ agreement, by adjusting, setting-off any deposit(s) and/or transferring monies lying to the balance of Guarantor any account(s) held by the Cardmember with YES BANK notwithstanding that the deposit(s)/ balances lying in such account(s) may not be expressed in the same currency as such indebtedness. YES BANK's rights hereunder shall not be affected by the Cardmember's bankruptcy, death or winding-up. It shall be the Cardmember's sole responsibility and liability to settle all disputes/ objections with any proceeds from such joint account holders. 28.2 In addition to the foregoing, now or hereafter held or received by Buyer above mentioned right or any Affiliate other right which YES BANK may at any time be entitled whether by operation of Buyerlaw, for the account of Guarantor, whether for safekeeping, custody, pledge, transmission, collection contract or otherwise, and also upon any and all deposits YES BANK is authorized / will be entitled: (general, specified, special, time, demand, provisional a) to combine or final) and credits, claims or indebtedness of Guarantor consolidate at any time existing, and any obligation owed by Buyer or any Affiliate of Buyer to Guarantor and to set–off against any Guarantied Obligations or indebtedness owed by Guarantor and any indebtedness owed by Buyer or any Affiliate of Buyer to Guarantor, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Transaction Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Buyer or any Affiliate of Buyer to or for the credit of Guarantor without prejudice to Buyer’s right to recover any deficiency. Each of Buyer and each Affiliate of Buyer is hereby authorized upon any amount becoming due and payable by Guarantor to Buyer or any Affiliate of Buyer under this Guaranty or the Guarantied Obligations, without notice to Guarantor, any such notice being expressly waived by Guarantor to the extent permitted by any Requirements of 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 Buyer or any of Buyer’s Affiliates the accounts and liabilities of the Cardmember with or to any branch of YES BANK (b) to sell or otherwise dispose off any of the Cardmembers' securities or properties held by Guarantor under YES BANK by way of public or private sale or otherwise without having to institute any judicial proceeding whatsoever and retain/appropriate from the Guaranty proceeds derived there from the total amounts outstanding to YES BANK from the Cardmember, including costs and expenses in connection with such sale or disposal; and (c) in case of cross currency set-off, to convert an obligation in one currency to another currency at a rate determined at the Guarantied Obligations, irrespective sole discretion of whether Buyer or any Affiliate of Buyer shall have made any demand under this Guaranty and regardless of any other collateral securing such amounts, and in all cases without waiver or prejudice of Buyer’s rights to recover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR AFFILIATES OF BUYER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED LOANS OR ANY OTHER RIGHTS OR REMEDIES UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET–OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTORYES BANK.

Right to Set Off. In addition All sums to any rights now or hereafter granted under the Transaction Documents or Requirements of Law, Guarantor hereby grants to Buyer and Buyer’s Affiliates, to secure repayment credit of the Guarantied Obligations, a right of set-off upon any and all of the following: monies, securities, collateral or other property of Guarantor and any proceeds from property of the foregoing, now or hereafter held or received by Buyer or any Affiliate of Buyer, for the account of Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general, specified, special, time, demand, provisional or final) and credits, claims or indebtedness of Guarantor in your possession at any time existing, and any obligation owed shall be deemed held by Buyer or any Affiliate of Buyer to Guarantor and to set–off against any Guarantied Obligations or indebtedness owed by Guarantor and any indebtedness owed by Buyer or any Affiliate of Buyer to Guarantor, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Transaction Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Buyer or any Affiliate of Buyer to or you as security for the credit of Liabilities and Guarantor without prejudice to Buyer’s right to recover any deficiency. Each of Buyer and each Affiliate of Buyer is hereby authorized upon any amount becoming due and payable by Guarantor to Buyer or any Affiliate of Buyer under this Guaranty or gives you the Guarantied Obligationsright, without notice to Guarantor, to set off such sums against any such obligation of Guarantor hereunder. Your books and records showing the account and amounts outstanding between you and the Borrower shall he admissible in evidence in any action or proceeding, and shall constitute prima facie proof thereof. You may take or refrain from taking any of the actions authorized under this Guarantee without notice being expressly waived by of any kind to Guarantor. NATURE OF GUARANTEE Guarantor to the extent permitted by any Requirements of Law, to set–off, appropriate, apply and enforce such right of set–off against hereby waives any and all items hereinabove referred defenses based on the Liabilities and any right to against assert any amounts owing to Buyer defenses that Borrower may have in connection with the Liabilities. No invalidity, irregularity or unenforceability of all or any part of Buyer’s Affiliates the Liabilities or of the interest and penalties thereon, expenses of collection thereof, or of any collateral security therefor, shall affect, impair or be a defense to this Guarantee, and this Guarantee shall be enforceable as to all of the Liabilities, despite any petition in bankruptcy brought by Guarantor under or against the Guaranty and the Guarantied Obligations, irrespective Borrower or despite adjustment of whether Buyer all or any Affiliate part of Buyer shall have made any demand under this Guaranty the Liabilities in insolvency proceedings or pursuant to some other compromise with creditors. Guarantor's liability hereunder is in addition to and regardless independent of any other collateral securing liabilities which Guarantor has incurred or assumed, or may hereafter incur or assume, by way of endorsement, separate guarantee agreement, or in any other manner, with respect to all or any part of the Liabilities guaranteed hereby. This Guarantee does not supersede nor limit any such amountsother liabilities of Guarantor and your rights and remedies under and pursuant to this Guarantee and any such other liabilities are cumulative and may be exercised singly or concurrently. Guarantor waives notice of protest and any right to notice of any action you take with respect to the Liabilities. This Guarantee is a guarantee of payment and not of collection. As a condition of payment or performance by Guarantor, you are not required to enforce any remedies against the Borrower or any other party liable to you on account of the Liabilities; nor are you required to seek to enforce or resort to any remedies with respect to any security interest, lien or encumbrance granted to you by the Borrower or any other party. This Agreement remains fully enforceable irrespective of any defenses Borrower may assert on the Liabilities, including, but not limited to, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction, and usury. Guarantor hereby waives and renounces any and all rights that it has or may have for subrogation, indemnity, reimbursement or contribution against the Borrower for amounts paid by the Guarantor pursuant to this Guarantee. This waiver is expressly intended to prevent the existence of any claim in all cases without respect to such reimbursement by the Guarantor against the estate of the Borrower within the meaning of Section 101 of the Bankruptcy Code, and to prevent the Guarantor from constituting a creditor of the Borrower in respect of such reimbursement under Section 547(b) of the Bankruptcy Code in the event of a subsequent case involving the Borrower. Notwithstanding the foregoing, if it is clearly established, by an amendment to the Bankruptcy Code or by a final, non-appealable court decision binding on the Bankruptcy Court for the Northern District of New York, that a right of subrogation, indemnity, reimbursement or contribution in favor of Guarantor against the Borrower for amounts paid by Guarantor pursuant to this Guarantee would not render Guarantor a creditor of Borrower under the Bankruptcy Code, the foregoing waiver or prejudice of Buyer’s rights to recover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR AFFILIATES OF BUYER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED LOANS OR ANY OTHER RIGHTS OR REMEDIES UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET–OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTORin this paragraph shall become ineffective.

Right to Set Off. In addition Subject to Buyer's compliance with the notification requirements set forth in the first two sentences of Section 6.3(a) above, Buyer shall have the right, but not the obligation, to set-off (i) the amount of any rights now or hereafter granted under the Transaction Documents or Requirements of Lawand all Damages for which any Seller, Guarantor hereby grants any Stockholder may become liable to Buyer and Buyer’s Affiliatesunder any provisions of this Agreement, against any sums otherwise payable to secure repayment either of the Guarantied ObligationsSellers or, a either of the Principals hereunder, or under any other document or instrument executed and delivered pursuant to this Agreement or contemplated hereby including, without limitation, any amounts payable to either of the Sellers or either of the Principals pursuant to Section 1.3(d), Section 1.6, Section 1.7 hereof or any amounts payable to the Principals pursuant to the Management Employment Agreements; provided, however, that with respect amounts payable under Section 1.6 and 1.7 hereof or any amounts payable pursuant to the Management Employment Agreements, such right of set-off upon shall be limited to Damages arising out of third party claims. Buyer will not exercise any right to set-off until it has given the Sellers or the Principals, as the case may be, not less than thirty (30) days notice within which period the Sellers and all the Principals shall have the right to either (i) in the case of claim between Buyer and Sellers, pay the amount of the following: monies, securities, collateral or other property of Guarantor and any proceeds from the foregoing, now or hereafter held or received Damages proposed by Buyer in cash, or (ii) in the case of a third party claim, settle such claim in full with such third party (including appropriate releases) reasonably satisfactory to Buyer; provided, however, that during such 30 day time period, any Affiliate of Buyer, for the account of Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general, specified, special, time, demand, provisional or final) and credits, claims or indebtedness of Guarantor at any time existing, and any obligation owed by Buyer or any Affiliate of Buyer to Guarantor and to set–off against any Guarantied Obligations or indebtedness owed by Guarantor and any indebtedness owed by Buyer or any Affiliate of Buyer to Guarantor, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Transaction Documents and irrespective payment obligations of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Buyer or any Affiliate of Buyer to or for the credit of Guarantor without prejudice to Buyer’s right to recover any deficiency. Each of Buyer and each Affiliate of Buyer is hereby authorized upon any amount becoming due and payable by Guarantor to Buyer or any Affiliate of Buyer under this Guaranty Agreement or the Guarantied ObligationsManagement Employment Agreements, without notice to Guarantor, any such notice being expressly waived by Guarantor to the extent permitted the Buyer has a right to set-off against such payments and to the extent of the Damages claimed, shall be tolled. The remedies provided herein shall be cumulative and shall not preclude assertion by any Requirements party hereto of Law, to set–off, appropriate, apply and enforce such any other rights or the seeking of any other remedies against any other party hereto. No assertion of the right of set–-off against any and all items hereinabove referred to against any amounts owing to Buyer shall impair Buyer’s title in the Purchased Assets or any of Buyer’s Affiliates by Guarantor under the Guaranty and the Guarantied Obligations, irrespective of whether Buyer or any Affiliate of Buyer shall have made any demand under this Guaranty and regardless of any other collateral securing such amounts, and in all cases without waiver or prejudice of Buyer’s rights to recover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR AFFILIATES OF BUYER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED LOANS OR ANY OTHER RIGHTS OR REMEDIES UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET–OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTORunder this Agreement.

Right to Set Off. In addition to any other rights now the Purchaser may have, should the Sellers be liable for any indemnification payments under this Article VII to the Purchaser Indemnitees, or hereafter granted under for any payments owing pursuant to Section 2.7 (Working Capital Adjustment), the Transaction Documents or Requirements Purchaser may in good faith, and upon notice to the Sellers specifying in reasonable detail the basis therefor and subject (in the case of Lawindemnification payments) to the limitations in Section 7.3(c), Guarantor hereby grants to Buyer and Buyer’s Affiliates, to secure repayment of the Guarantied Obligations, a right of set-off upon and deduct such amounts (the “Right of Set-off”) as follows (i) against the Indemnification Escrow Amount with respect to claims for any and all indemnification payments under this Article VII to the Purchaser Indemnitees, in which case such amounts shall be released from the Indemnification Escrow Fund to the Purchaser in accordance with the terms of the following: moniesEscrow Agreement, securities(ii) against the Purchase Price Adjustment Escrow Amount with respect to claims for any payments owing pursuant to Section 2.7 (Working Capital Adjustment), collateral or other property of Guarantor and any proceeds in which case such amounts shall be released from the foregoingPurchase Price Adjustment Escrow Fund to the Purchaser in accordance with the terms of the Escrow Agreement, now or hereafter held (iii) from any payments or received by Buyer obligations, it may have to the Seller for any of the 2007 Deferred Consideration Amount or 2008 Deferred Consideration Amount. If the Purchaser elects to set-off against any Deferred Consideration Shares to be issued to the Sellers, such shares shall be valued using the average closing price for shares of Purchaser Common Stock as quoted on the NASDAQ Global Market, or any Affiliate of Buyerother exchange on which the Purchaser Common Stock is then traded or quoted, for the account of Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general, specified, special, time, demand, provisional or final) and credits, claims or indebtedness of Guarantor at any time existing, and any obligation owed by Buyer or any Affiliate of Buyer twenty days on which such stock is actually traded prior to Guarantor and to set–off against any Guarantied Obligations or indebtedness owed by Guarantor and any indebtedness owed by Buyer or any Affiliate of Buyer to Guarantor, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Transaction Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Buyer or any Affiliate of Buyer to or for the credit of Guarantor without prejudice to Buyer’s right to recover any deficiency. Each of Buyer and each Affiliate of Buyer date on which such indemnification claim is hereby authorized upon any amount becoming due and payable by Guarantor to Buyer or any Affiliate the Sellers. For the avoidance of Buyer under this Guaranty or doubt, the Guarantied Obligations, without notice to Guarantor, any such notice being expressly waived by Guarantor to the extent permitted by any Requirements of Law, to Purchaser may only set–off, appropriate, apply -off and enforce such right of set–off against any and all items hereinabove referred to against deduct any amounts owing in respect of claims for any payments owing pursuant to Buyer or Section 2.7 (Working Capital Adjustment) against the Purchase Price Adjustment Escrow Fund. The Purchaser hereby acknowledges and agrees that in the event it has any of Buyer’s Affiliates by Guarantor under claims against the Guaranty and the Guarantied Obligations, irrespective of whether Buyer or Sellers for any Affiliate of Buyer shall have made any demand indemnification payments under this Guaranty and regardless of any other collateral securing Article VII, it shall first seek to satisfy such amounts, and in all cases without waiver or prejudice of Buyer’s rights to recover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR AFFILIATES OF BUYER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED LOANS OR ANY OTHER RIGHTS OR REMEDIES UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET–OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTORclaims against the Indemnification Escrow Amount.

Right to Set Off. In addition All sums to any rights now or hereafter granted under the Transaction Documents or Requirements of Law, Guarantor hereby grants to Buyer and Buyer’s Affiliates, to secure repayment credit of the Guarantied Obligations, a right of set-off upon any and all of the following: monies, securities, collateral or other property of Guarantor and any proceeds from property of the foregoing, now or hereafter held or received by Buyer or any Affiliate of Buyer, for the account of Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general, specified, special, time, demand, provisional or final) and credits, claims or indebtedness of Guarantor in your possession at any time existing, and any obligation owed shall be deemed held by Buyer or any Affiliate of Buyer to Guarantor and to set–off against any Guarantied Obligations or indebtedness owed by Guarantor and any indebtedness owed by Buyer or any Affiliate of Buyer to Guarantor, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Transaction Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Buyer or any Affiliate of Buyer to or you as security for the credit of Liabilities and Guarantor without prejudice to Buyer’s right to recover any deficiency. Each of Buyer and each Affiliate of Buyer is hereby authorized upon any amount becoming due and payable by Guarantor to Buyer or any Affiliate of Buyer under this Guaranty or gives you the Guarantied Obligationsright, without notice to Guarantor, to set off such sums against any such obligation of Guarantor hereunder. Your books and records showing the account and amounts outstanding between you and the Borrower shall he admissible in evidence in any action or proceeding, and shall constitute prima facie proof thereof You may take or refrain from taking any of the actions authorized under this Guarantee without notice being expressly waived by of any kind to Guarantor. NATURE OF GUARANTEE Guarantor to the extent permitted by any Requirements of Law, to set–off, appropriate, apply and enforce such right of set–off against hereby waives any and all items hereinabove referred defenses based on the Liabilities and any right to against assert any amounts owing to Buyer defenses that Borrower may have in connection with the Liabilities. No invalidity, irregularity or unenforceability of all or any part of Buyer’s Affiliates the Liabilities or of the interest and penalties thereon, expenses of collection thereof, or of any collateral security therefor, shall affect, impair or be a defense to this Guarantee, and this Guarantee shall be enforceable as to all of the Liabilities, despite any petition in bankruptcy brought by Guarantor under or against the Guaranty and the Guarantied Obligations, irrespective Borrower or despite adjustment of whether Buyer all or any Affiliate part of Buyer shall have made any demand under this Guaranty the Liabilities in insolvency proceedings or pursuant to some other compromise with creditors. Guarantor's liability hereunder is in addition to and regardless independent of any other collateral securing liabilities which Guarantor has incurred or assumed, or may hereafter incur or assume, by way of endorsement, separate guarantee agreement, or in any other manner, with respect to all or any part of the Liabilities guaranteed hereby. This Guarantee does not supersede nor limit any such amountsother liabilities of Guarantor and your rights and remedies under and pursuant to this Guarantee and any such other liabilities are cumulative and may be exercised singly or concurrently. Guarantor waives notice of protest and any right to notice of any action you take with respect to the Liabilities. This Guarantee is a guarantee of payment and not of collection. As a condition of payment or performance by Guarantor, you are not required to enforce any remedies against the Borrower or any other party liable to you on account of the Liabilities; nor are you required to seek to enforce or resort to any remedies with respect to any security interest, lien or encumbrance granted to you by the Borrower or any other party. This Agreement remains fully enforceable irrespective of any defenses Borrower may assert on the Liabilities, including, but not limited to, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury. Guarantor hereby waives and renounces any and all rights that it has or may have for subrogation, indemnity, reimbursement or contribution against the Borrower for amounts paid by the Guarantor pursuant to this Guarantee. This waiver is expressly intended to prevent the existence of any claim in respect to such reimbursement by the Guarantor against the estate of the Borrower within the meaning of Section 101 of the Bankruptcy Code, and to prevent the Guarantor from constituting a creditor of the Borrower in all cases without respect of such reimbursement under Section 547(b) of the Bankruptcy Code in the event of a subsequent case involving the Borrower. Notwithstanding the foregoing, if it is clearly established, by an amendment to the Bankruptcy Code or by a final, non-appealable court decision binding on the Bankruptcy Court for the Northern District of New York, that a right of subrogation, indemnity, reimbursement or contribution in favor of Guarantor against the Borrower for amounts paid by Guarantor pursuant to this Guarantee would not render Guarantor a creditor of Borrower under the Bankruptcy Code, the foregoing waiver or prejudice of Buyer’s rights to recover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR AFFILIATES OF BUYER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED LOANS OR ANY OTHER RIGHTS OR REMEDIES UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET–OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTORin this paragraph shall become ineffective.

Right to Set Off. In addition Upon prior written notice delivered to Holdings specifying in reasonable detail the basis therefor, the Buyers may set off (on behalf of any rights now or hereafter granted under the Transaction Documents or Requirements of Law, Guarantor hereby grants to Buyer and Buyer’s Affiliates, to secure repayment of the Guarantied Obligations, a right of set-off upon Indemnitee) any and all of the following: monies, securities, collateral or other property of Guarantor and any proceeds from the foregoing, now or hereafter held or received amounts owed by either Buyer or any Affiliate of Buyertheir respective Affiliates (including the Company and its Subsidiaries) to Parent, for the account of Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general, specified, special, time, demand, provisional or final) and credits, claims or indebtedness of Guarantor at any time existing, and any obligation owed by Buyer or any Affiliate of Buyer to Guarantor and to set–off against any Guarantied Obligations or indebtedness owed by Guarantor and any indebtedness owed by Buyer or any Affiliate of Buyer to Guarantor, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Transaction Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Buyer or any Affiliate of Buyer to or for the credit of Guarantor without prejudice to Buyer’s right to recover any deficiency. Each of Buyer and each Affiliate of Buyer is hereby authorized upon any amount becoming due and payable by Guarantor to Buyer or any Affiliate of Buyer under this Guaranty or the Guarantied Obligations, without notice to Guarantor, any such notice being expressly waived by Guarantor to the extent permitted by any Requirements of 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 Buyer Holdings or any of Buyer’s their respective controlled Affiliates (including amounts owed pursuant to the Parent Loan Financing Notes and/or the Deferred Purchase Price Amount, if any) (a) to reimburse such Buyer (or any other Buyer Indemnitee) for Losses that are uncontested by Guarantor the Sellers (collectively, “Uncontested Losses”), (b) to reimburse such Buyer (or any other Buyer Indemnitee) for Losses that have been resolved in favor of such Buyer (or any other Buyer Indemnitee) pursuant to a final non-appealable judgment by a court of competent jurisdiction or a settlement agreement between Majority Buyer and Holdings (collectively, “Resolved Losses”), and/or (c) to reimburse Buyer for any portion of the Shortfall Amount pursuant to Section 2.5(d). With respect to Buyers’ (or any other Buyer Indemnitees’) Losses for which notice of claim has been provided in accordance with this Article X but that, at the time of determination, are neither Uncontested Losses nor Resolved Losses (collectively, “Unresolved Losses”), Majority Buyer shall be entitled to, upon prior written notice delivered to Holdings specifying in reasonable detail the basis therefor, fund any payments owed under the Guaranty Parent Loan Financing Notes and/or the Deferred Purchase Price Amount, if any, up to the amount of such Unresolved Losses, into the Escrow Account, such amount or a portion thereof to be released to Majority Buyer if and the Guarantied Obligations, irrespective when any portion of whether such Unresolved Losses become Uncontested Losses or Resolved Losses. The exercise by a Buyer of such set off or escrow funding right in good faith shall not constitute a breach or event of default under this Agreement or under any other note or instrument pursuant to which such obligation is owed by a Buyer or its Affiliates to Parent, Holdings or any Affiliate of their respective controlled Affiliates. Neither the exercise of, nor the failure to exercise, such set off or escrow funding right will constitute an election of remedies or limit a Buyer shall have made Indemnitee in any demand under this Guaranty and regardless manner in the enforcement of any other collateral securing such amountsremedies that may be available to it. In the event that the Escrow Account has been closed, and the parties shall work together in all cases without waiver or prejudice of Buyer’s rights good faith to recover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR AFFILIATES OF BUYER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED LOANS OR ANY OTHER RIGHTS OR REMEDIES UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET–OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTORestablish an escrow account on substantially similar terms as the Escrow Account.

Right to Set Off. In addition to any rights now or hereafter granted under 29.1. Equitas Bank shall have the Transaction Documents or Requirements of Law, Guarantor hereby grants to Buyer and Buyer’s Affiliates, to secure repayment of the Guarantied Obligations, a paramount right of set-off upon and lien, irrespective of any other lien or charge, present as well as future on the deposits of any kind and all nature (including fixed deposits) held/ balances lying in any other account(s) of the following: Cardmember maintained with Equitas Bank, in whatever capacity, whether in single name or joint name(s) and on any monies, securities, collateral bonds and all other assets, documents and properties held by/ under the control of Equitas Bank (whether by way of security or otherwise pursuant to any contract entered/ to be entered into by the Cardmember in any capacity) towards the satisfaction of the Cardmember's liability under his Card Account. Equitas Bank is entitled without any notice to the Cardmember, to settle any indebtedness whatsoever owed by the Cardmember to Equitas Bank (whether actual or contingent, or whether primary or collateral, or whether joint and/or several) hereunder or under any other property document/ agreement, by adjusting, setting- off any deposit(s) and/or transferring monies lying to the balance of Guarantor any account(s) held by the Cardmember with Equitas Bank notwithstanding that the deposit(s)/ balances lying in such account(s) may not be expressed in the same currency as such indebtedness. Equitas Bank's rights hereunder shall not be affected by the Cardmember's bankruptcy, death or winding-up. It shall be the Cardmember's sole responsibility and liability to settle all disputes/ objections with any proceeds from such joint account holders. However, in case of death of the foregoingcard member, now or hereafter held or received by Buyer the liability shall devolve upon the legal heirs of the card member and the legal heir shall include the legal heir of the add on credit card member. 29.2. In addition to the above mentioned right or any Affiliate other right which Equitas Bank may at any time be entitled whether by operation of Buyerlaw, for the account of Guarantor, whether for safekeeping, custody, pledge, transmission, collection contract or otherwise, and also upon any and all deposits Equitas Bank is authorized / will be entitled: (general, specified, special, time, demand, provisional a) to combine or final) and credits, claims or indebtedness of Guarantor consolidate at any time existing, and any obligation owed by Buyer or any Affiliate of Buyer to Guarantor and to set–off against any Guarantied Obligations or indebtedness owed by Guarantor and any indebtedness owed by Buyer or any Affiliate of Buyer to Guarantor, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Transaction Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Buyer or any Affiliate of Buyer to or for the credit of Guarantor without prejudice to Buyer’s right to recover any deficiency. Each of Buyer and each Affiliate of Buyer is hereby authorized upon any amount becoming due and payable by Guarantor to Buyer or any Affiliate of Buyer under this Guaranty or the Guarantied Obligations, without notice to Guarantor, any such notice being expressly waived by Guarantor to the extent permitted by any Requirements of 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 Buyer or any of Buyer’s Affiliates the accounts and liabilities of the Cardmember, in whatever capacity (b) to sell or otherwise dispose off any of the Cardmembers' securities or properties held by Guarantor Equitas Bank by proceeding against such securities as open to it under law and bring them for sale by way of public or private sale or otherwise without having to institute any judicial proceeding whatsoever and retain/appropriate from the Guaranty proceeds derived there from the total amounts outstanding to Equitas Bank from the Cardmember, including costs and expenses in connection with such sale or disposal; and (c) in case of cross currency set-off, to convert an obligation in one currency to another currency at a rate determined at the sole discretion of Equitas Bank. All securities in any form of the borrower, in whatever capacity, or provided by any other person, on his behalf, under any other agreement with Equitas Bank, shall stand cross collateralised for the dues under this agreement and the Guarantied Obligations, irrespective bank shall be entitled to proceed against such security / securities for the recovery of whether Buyer or any Affiliate of Buyer shall have made any demand its dues under this Guaranty and regardless or all the facilities of any other collateral securing such amounts, and in all cases without waiver or prejudice of Buyer’s rights to recover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR AFFILIATES OF BUYER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED LOANS OR ANY OTHER RIGHTS OR REMEDIES UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET–OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTORthe card member.

Right to Set Off. In addition to 15.1 Upon the occurrence and during the continuance of any rights now or hereafter granted under Event of Default, the Transaction Documents or Requirements of Law, Guarantor hereby grants to Buyer and Buyer’s Affiliates, to secure repayment of the Guarantied Obligations, a right of set-off upon any and all of the following: monies, securities, collateral or other property of Guarantor Lender and any proceeds from the foregoing, now or hereafter held or received by Buyer or any Affiliate of Buyer, for the account of Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general, specified, special, time, demand, provisional or final) and credits, claims or indebtedness of Guarantor its Affiliates are hereby authorized at any time existing, and any obligation owed by Buyer or any Affiliate of Buyer from time to Guarantor and to set–off against any Guarantied Obligations or indebtedness owed by Guarantor and any indebtedness owed by Buyer or any Affiliate of Buyer to Guarantor, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Transaction Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Buyer or any Affiliate of Buyer to or for the credit of Guarantor without prejudice to Buyer’s right to recover any deficiency. Each of Buyer and each Affiliate of Buyer is hereby authorized upon any amount becoming due and payable by Guarantor to Buyer or any Affiliate of Buyer under this Guaranty or the Guarantied Obligationstime, without notice to Guarantor, the Borrower (any such notice being expressly waived by Guarantor the Borrower), to the fullest extent permitted by any Requirements of Lawlaw, to set–off-off and apply any and all deposits (general or special, appropriatetime or demand, apply provisional or final), at any time held and enforce such right other Indebtedness at any time therefore owing by the Lender or any of set–off its Affiliates to or for the credit or the account of the Borrower against any and all items hereinabove referred to against any amounts owing to Buyer of the obligations of the Borrower now or any of Buyer’s Affiliates by Guarantor hereafter existing under the Guaranty this Agreement, each Note and the Guarantied ObligationsDocuments, irrespective of whether Buyer or any Affiliate of Buyer not the Lender shall have made any demand under this Guaranty Agreement and regardless although such obligations may be unmatured. The Lender agrees to notify the Borrower promptly after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Lender may have. 15.2 The Borrower hereby authorizes the Lender and any of its Affiliates, if and to the extent payment is not made when due hereunder, to charge from time to time against any or all of the Borrower’s accounts with the Lender or any of its Affiliates any amount so due even if such charge causes any such accounts to be overdrawn. The Lender is hereby authorized to deliver a copy of this Agreement to any of its Affiliates for the purposes described in this Section 15. 15.3 For the purpose of determining, if necessary, the currency equivalent of the amount of any deposit or indebtedness that shall be set-off and applied against any and all obligations of the Borrower hereunder or that may be charged against any or all of the Borrower’s accounts with the Lender or any of its Affiliates the method of determination shall be that which, in accordance with normal banking procedures, will be necessary to purchase with such other collateral securing currency, in the City of New York, the amount of Dollars that the Borrower has so failed to pay when due. For such amountspurposes, and in all cases without waiver or prejudice the Borrower hereby irrevocably appoints the Lender as its attorney-in-fact to buy foreign currency by means of Buyer’s rights to recover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR AFFILIATES OF BUYER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED LOANS OR ANY OTHER RIGHTS OR REMEDIES UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET–OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTORforeign exchange transaction.

Right to Set Off. In addition Notwithstanding anything to the contrary contained herein, no provision of this Guaranty shall be deemed to limit, decrease or in any way diminish any rights now or hereafter granted under the Transaction Documents or Requirements of Law, Guarantor hereby grants to Buyer and Buyer’s Affiliates, to secure repayment of the Guarantied Obligations, a right of set-off upon Buyer may have with respect to any and all cash, cash equivalents, certificates of deposit or the following: monies, securities, collateral or other property of Guarantor and any proceeds from the foregoing, like which may now or hereafter held be put on deposit with Buyer by Seller or received by Guarantor. Upon the occurrence and during the continuance of any Event of Default, Buyer or is hereby authorized at any Affiliate of Buyertime and from time to time, for to the account of Guarantorfullest extent permitted by law, whether for safekeeping, custody, pledge, transmission, collection or otherwise, to set off and also upon apply any and all deposits (general, specified, general or special, time, time or demand, provisional or final) and credits, claims or indebtedness of Guarantor at any time existing, held and any obligation owed and all amounts owing by Buyer to or any Affiliate for the credit or the account of Buyer to Guarantor and to set–off against any Guarantied Obligations or indebtedness owed by Guarantor and any indebtedness owed by Buyer or any Affiliate of Buyer to Guarantor, in each case whether direct or indirect, absolute or contingent, matured or unmatured, whether or not arising under the Transaction Documents and irrespective of the currency, place of payment or booking office of the amount or obligation and in each case at any time held or owing by Buyer or any Affiliate of Buyer to or for the credit of Guarantor Guarantor, without prejudice to Buyer’s right to recover any deficiency. Each of Buyer and each Affiliate of Buyer is hereby authorized upon any amount becoming due and payable by Guarantor to Buyer or any Affiliate of Buyer under this Guaranty or the Guarantied Obligations, without notice to Guarantor, any such notice being expressly waived by Guarantor to the extent permitted by any Requirements of 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 Buyer of the obligations of Guarantor now or any of Buyer’s Affiliates by Guarantor hereafter existing under the Guaranty and the Guarantied Obligationsthis Guaranty, irrespective of whether Buyer or any Affiliate of not Buyer shall have made any demand under this Guaranty and regardless although such obligations may be contingent and unmatured. Buyer agrees promptly to notify Guarantor after any set-off and application, provided that the failure to give such notice shall not affect the validity of any such set-off and application or this Guaranty. The rights of Buyer under this Section 18 are in addition to other collateral securing such amountsrights and remedies (including, and in all cases without waiver or prejudice of Buyer’s limitation, other rights to recover a deficiency. ANY AND ALL RIGHTS TO REQUIRE BUYER OR AFFILIATES OF BUYER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE PURCHASED LOANS OR ANY OTHER RIGHTS OR REMEDIES UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THE FOREGOING RIGHT OF SET–OFF, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY GUARANTORset-off) which Buyer may have.