Common use of Rights of Set-Off Clause in Contracts

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction. (b) In addition to the rights in subsection (a), Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. (collectively, “Countrywide Related Entities”), shall have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Related Entity to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or its Affiliates, on the one hand, and the Countrywide Related Entity, on the other hand, irrespective of whether or not the Countrywide Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Related Entity. If a Countrywide Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction. Buyer may set off cash, the proceeds of any liquidation of the Purchased Assets and all other sums or obligations owed by Buyer to Seller against all of Seller’s obligations to Buyer, whether under this Agreement, under a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency. Buyer agrees promptly to notify Seller after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application. (b) In addition to the rights in subsection (a), Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. Affiliates (collectively, the “Countrywide Bank of America Related Entities”), shall have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Bank of America Related Entity Entities to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or and/or its Affiliates, on the one hand, and the Countrywide Bank of America Related EntityEntities, on the other hand, irrespective of whether or not the Countrywide Bank of America Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Bank of America Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Bank of America Related Entity. If a Countrywide Bank of America Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Bank of America Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Bank of America Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.

Rights of Set-Off. Buyer shall have and its Affiliates (the following rights of set-off: (a“Buyer Parties”) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, upon the occurrence and from time to timeduring the continuance of an Event of Default, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property (general or special, time or demand, provisional or final) or any other indebtedness Debt at any time held or owing by the Buyer Parties to or for the credit of the account of Guarantor or Seller against and on account of the obligations and liabilities of Guarantor or Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to (i) any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third partiesparties or (ii) any amounts owed to any Seller Entity in connection with any such Seller Entity’s ownership of or investment in any Debt or other securities issued by any Buyer Party. Without limiting the generality of the foregoing, the Buyer Parties shall be entitled to set-off claims and apply property held by Buyer Parties with respect to any Transaction against obligations and liabilities owed by Guarantor or Seller to the Buyer Parties with respect to any other Transaction. (b) In addition . The Buyer Parties may set off cash, the proceeds of any liquidation of the Related Mortgage Loans or Purchased Assets and all other sums or obligations owed by the Buyer Parties to Seller or Guarantor against all of Guarantor’s or Seller’s obligations to the rights in subsection (a)Buyer Parties, Buyer and its Affiliateswhether under this Agreement, includingunder a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. (collectively, “Countrywide Related Entities”), shall have prejudice to the Buyer Parties’ right to recover any deficiency. ▇▇▇▇▇ agrees promptly to notify Guarantor or Seller after any such set-off and application made by the Buyer Parties; provided that the failure to appropriate give such notice shall not affect the validity of such set-off and application. Notwithstanding anything to the contrary contained herein or apply in any Principal Agreement, if Seller, Parent Guarantor, Guarantor or any of their respective Affiliates (other than Excluded Subsidiaries) (each such entity, a “Seller Entity”) owes any obligation to Buyer, GS&Co. or any Affiliate thereof, including in its capacity as Buyer or Portfolio Hedge counterparty (each such entity, an “Buyer Entity”), such Buyer Entity may, without prior notice, aggregate, setoff and net: (i) any collateral pledged by any Seller Entity to any Buyer Entity or held or carried for any Seller Entity by any Buyer Entity; and (ii) any collateral required to be paid or returned by any Seller Entity to any Buyer Entity. ▇▇▇▇▇ agrees promptly to notify Seller after any such set-off and application made by any Buyer Entity; provided that the failure to give such notice shall not affect the validity of such set-off and application. Guarantor agrees that it shall instruct any counterparty to a Portfolio Hedge that has been pledged to Buyer pursuant to Section 6.1 and in connection with the security interest granted therein pursuant to Section 6.1, to, in the event that an Event of Default has occurred and is continuing hereunder and amounts are due and owing to Guarantor pursuant to the terms of such Portfolio Hedge(s), including any payments in respect of the termination thereof, remit any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Related Entity such amounts directly to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or its AffiliatesBuyer, who shall apply such amounts in accordance with in accordance with Section 4.8, subject to Section 4.13. Guarantor further agrees that Guarantor shall deliver, on the one handor prior to pledging such Portfolio Hedge to Buyer pursuant to Section 6.1, evidence to Buyer that (i) such instruction has been made, (ii) such counterparty has acknowledged and agreed to such instruction, and (iii) such counterparty has acknowledged the Countrywide Related Entitygrant, on the other handpledge and assignment of Guarantor’s rights (but not its obligations) under such Portfolio Hedge and agreed that such grant, irrespective of whether or pledge and assignment does not the Countrywide Related Entity shall have made violate any demand hereunder restrictions related thereto set forth in such Portfolio Hedge. Buyer and whether or not said obligations shall have matured. In exercising the foregoing right Seller intend and agree that all such payments pursuant to set-off, any Countrywide Related Entity this Section 11.10 shall be entitled to withdraw funds “settlement payments” as such term is defined in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Related Entity. If a Countrywide Related Entity other than Buyer intends to exercise its right to set-off in this subsection (bBankruptcy Code Section 741(8), such Countrywide Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction. Buyer may set off all other sums or obligations owed by Buyer to Seller against all of Seller’s obligations to Buyer, whether under this Agreement, under a Transaction or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency. (b) In addition to the rights in subsection (a), Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. Affiliates (collectively, “Countrywide Bank of America Related Entities”), shall have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Bank of America Related Entity to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or and/or its Affiliates, on the one hand, and the Countrywide Bank of America Related Entity, on the other hand, irrespective of whether or not the Countrywide Bank of America Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Bank of America Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Bank of America Related Entity. If a Countrywide Bank of America Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Bank of America Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Bank of America Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.

Rights of Set-Off. 8.1 If the Buyer shall have has any bona fide claim of whatever nature under this agreement or any document referred to in this agreement (a “Bona Fide Claim”) for which a Seller may be liable which on any Payment Date has not been paid or satisfied in accordance with the following rights terms of set-offthis agreement then: (a) If Seller if the Bona Fide Claim is a Determined Claim then the Buyer shall default be entitled to: (i) in the case of cash payment, deduct from any such payment or performance of any of its obligations under this Agreementagreement or due on redemption of Loan Notes issued to that Warrantor on that Payment Date an amount equal to; and (ii) in the case of payments yet to be made to that Warrantor or by the issue of Loan Notes, Buyer shall have reduce the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit aggregate redemption value of the account of Seller against and on account Loan Notes to be issued to that Warrantor; in aggregate the amount (including costs forming that part of the obligations Determined Claim) due from such Warrantor in respect of such Determined Claim and liabilities of Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf amount of the Mortgagors related to deduction or reduction (as the Purchased Mortgage Loans or other third parties. Without limiting case may be) will pro tanto satisfy the generality of liability concerned; (b) if the foregoing, Bona Fide Claim is not a Determined Claim: (i) the Buyer shall be entitled to withhold an amount (the “Withheld Amount”) from any cash payment due on that Payment Date to that Warrantor under this agreement or due on redemption of Loan Notes originally issued to that Warrantor until such time as the Bona Fide Claim is or becomes a Determined Claim, provided that the Buyer shall notify the Warrantor or, if different, the holder of the relevant Loan Notes in writing its estimate of the amount of such Withheld Amount accompanied by the written opinion of Counsel of not less than 7 years’ call to the effect that it has at least a 50% chance of succeeding with such claim to at least the extent of the Withheld Amount; and (ii) the Withheld Amount shall be the alleged amount of the Bona Fide Claim less the redemption value of any Loan Notes in issue on the Payment Date which are not due to be redeemed on such Payment Date being Loan Notes originally issued to that Warrantor; (c) when any Bona Fide Claim in respect of which there exists a Withheld Amount becomes a Determined Claim, then an amount equal to the liability of the relevant Warrantor (including any liability in respect of costs) shall be deemed to be set-off claims against and apply property held by to satisfy pro tanto the original payment in respect of which it was withheld and the balance (if any) of the withheld amount shall be paid (with interest on that sum at the rate actually earned on deposit for the period beginning with the date on which the part of the Purchase Price would have otherwise been due and ending with the date the sum is paid (and the period shall continue after as well as before judgement)) within 20 Business Days provided that no other Bona Fide Claim shall then be outstanding. 8.2 For the avoidance of doubt: (a) nothing contained in this clause 8 (Rights of Set-Off) shall prejudice or limit the right of the Buyer with to make any claim in respect to of any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction.breach of the Warranties or the Indemnities or otherwise under the provisions of this agreement; and (b) In addition to the rights in subsection (a), Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. (collectively, “Countrywide Related Entities”), shall have par value of the right to notes will not be reduced by any withholding or set-off and made pursuant to appropriate this clause 8 (Rights of Set-Off). Any such withholding or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Related Entity to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or its Affiliates, on the one hand, and the Countrywide Related Entity, on the other hand, irrespective of whether or not the Countrywide Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller will apply to the Countrywide Related Entity. If a Countrywide Related Entity other than Buyer intends to exercise its right to proceeds arising from redemption and only the balance remaining after such withholding or set-off in this subsection (b), such Countrywide Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations be paid to the Countrywide Related Entity, Seller relevant Noteholder. 8.3 The provisions of this clause 8 (Rights of Set-Off) shall have three (3) Business Days apply notwithstanding any provisions to cure any such breach or default the contrary in order to avoid such set-offthe Loan Note Instrument.

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction. Buyer may set off cash, the proceeds of any liquidation of the Purchased Assets and all other sums or obligations owed by Buyer to Seller against all of Seller’s obligations to Buyer, whether under this Agreement, under a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency. Buyer agrees promptly to notify Seller after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application. (b) In addition to the rights in subsection (a), Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. Affiliates (collectively, the “Countrywide Bank of America Related Entities”), shall have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Bank of America Related Entity Entities to or for the credit of the account of Seller and its Affiliates Subsidiaries against and on account of the obligations of Seller under any agreement(s) between Seller and or and/or its AffiliatesSubsidiaries, on the one hand, and the Countrywide Bank of America Related EntityEntities, on the other hand, irrespective of whether or not the Countrywide Bank of America Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Bank of America Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Bank of America Related Entity. If a Countrywide Bank of America Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Bank of America Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Bank of America Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.

Rights of Set-Off. Buyer shall have Upon the following rights of set-off: (a) If Seller shall default in occurrence and during the payment or performance continuance of any Event of its obligations under this AgreementDefault, Buyer and its Affiliates (the “Buyer Parties”) shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property (general or special, time or demand, provisional or final) or any other indebtedness Debt at any time held or owing by the Buyer Parties to or for the credit of the account of Guarantor or Seller against and on account of the obligations and liabilities of Guarantor or Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, the Buyer Parties shall be entitled to set-off claims and apply property held by Buyer Parties with respect to any Transaction against obligations and liabilities owed by Guarantor or Seller to the Buyer Parties with respect to any other Transaction. (b) In addition . The Buyer Parties may set off cash, the proceeds of any liquidation of the Related Mortgage Loans or Purchased Assets and all other sums or obligations owed by the Buyer Parties to Seller or Guarantor against all of Guarantor’s or Seller’s obligations to the rights in subsection (a)Buyer Parties, Buyer and its Affiliateswhether under this Agreement, includingunder a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. (collectively, “Countrywide Related Entities”), shall have prejudice to the Buyer Parties’ right to recover any deficiency. Buyer agrees promptly to notify Guarantor or Seller after any such set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing application made by the Countrywide Related Entity Buyer Parties; provided that the failure to or for give such notice shall not affect the credit validity of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or its Affiliates, on the one hand, and the Countrywide Related Entity, on the other hand, irrespective of whether or not the Countrywide Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to such set-off against any amounts due and owing by Seller to the Countrywide Related Entity. If a Countrywide Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-offapplication.

Rights of Set-Off. Buyer shall have the following rights right of set-off: (a) If , if Seller Parties shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer under this Agreement to or for the credit of the account of Seller against and on account of the obligations and liabilities of any Seller Party under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder Agreement then due and whether or not said obligations and liabilities shall have become dueowing; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans Underlying Assets or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by any Seller Party to Buyer with respect to any other Transaction. (b) In addition to . After the rights in subsection (a)occurrence of an Event of Default, Buyer may set off cash, the proceeds of any liquidation of the Purchased Items and its AffiliatesResidual Collateral and all other sums or obligations owed by Buyer to such Seller Party against all of Seller Parties’ obligations to Buyer under this Agreement or under a Transaction, includingwhether or not such obligations are then due, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. (collectively, “Countrywide Related Entities”), shall have the prejudice to Buyer’s right to recover any deficiency. Buyer agrees promptly to notify Seller Parties after any such set-off and application made by Buyer; provided that the failure to appropriate or apply any and all deposits give such notice shall not affect the validity of money or property or any other indebtedness at any time held or owing by the Countrywide Related Entity to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or its Affiliates, on the one hand, and the Countrywide Related Entity, on the other hand, irrespective of whether or not the Countrywide Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to such set-off against any amounts due and owing by Seller to the Countrywide Related Entityapplication. If a Countrywide Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.LEGAL02/40464938v16

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller Guild Parties shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller any Guild Party under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans Underlying Assets or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller any Guild Party to Buyer with respect to any other Transaction. Buyer may set off cash, the proceeds of any liquidation of the Purchased Items and Underlying Asset Collateral and all other sums or obligations owed by Buyer to such Guild Party against all of Guild Parties’ obligations to Buyer, whether under this Agreement, under a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency. Buyer agrees promptly to notify Guild Parties after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application. (b) In addition to the rights in subsection (a), Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. Affiliates (collectively, the “Countrywide Bank of America Related Entities”), shall have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Bank of America Related Entity to or for the credit of the account of Seller each Guild Party and its Affiliates against and on account of the obligations of Seller Guild Parties under any agreement(s) between Seller and or a Guild Party and/or its Affiliates, on the one hand, and the Countrywide Bank of America Related Entity, on the other hand, irrespective of whether or not the Countrywide Bank of America Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Bank of America Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Bank of America Related Entity. If a Countrywide Bank of America Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Bank of America Related Entity shall provide Seller Guild Parties prior notice thereof, and upon Seller’s Guild Parties’ receipt of such notice, if the basis for such right to set-off is Sellera Guild Party’s breach or default of its obligations to the Countrywide Bank of America Related Entity, Seller Guild Parties shall have three (3) Business Days [***] to cure any such breach or default in order to avoid such set-off.

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller (including, without limitation, any funds held in the Over/Under Account) against and on account of the obligations and liabilities Obligations of Seller under this AgreementSeller, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities Obligations shall have become duematured; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the under Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction. (b) In addition to the rights right in subsection (a)) above, notwithstanding anything to the contrary contained herein, upon the occurrence of an Event of Default which remains uncured during any applicable cure period, Seller expressly acknowledges and agrees that Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. (collectively, “Countrywide Related Entities”), ) shall have the right to set-off and to appropriate or apply offset against any and all deposits of money or property or amounts owed by any other indebtedness at any time held or owing by the Countrywide Related Entity to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of any amounts owed by Seller to any Countrywide Related Entity under any agreement(s) between or among Seller and or its Affiliates, on the one hand, and the any Countrywide Related EntityEntity(ies), on the other handincluding, irrespective of whether or not the Countrywide Related Entity shall have made without limitation, any demand hereunder and whether or not said obligations shall have maturedamounts owed by Seller to Buyer under this Repurchase Agreement. In exercising the foregoing right to set-offoffset, any Countrywide Related Entity Entity, including, without limitation, Countrywide, shall be entitled to withdraw or debit from funds in the Over/Under Account which are due to or being held for or owing to the benefit of Seller to set-off against any amounts due and owing amount owed by Seller to the such Countrywide Related Entity. If a Likewise, Buyer shall be entitled to withdraw or debit from funds in any account maintained by any Countrywide Related Entity other than which are due to or being held for the benefit of Seller any amount owed by Seller to Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-offhereunder.

Rights of Set-Off. Buyer Lender shall have the following rights of set-off: (a) If Seller Borrower shall default in the payment or performance of any of its obligations under this Agreement, Buyer Lender shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer Lender to or for the credit of the account of Seller Borrower against and on account of the obligations and liabilities of Seller Borrower under this Agreement, irrespective of whether or not Buyer Lender shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Pledged Mortgage Loans or other third parties. Without limiting Lender may set off cash, the generality proceeds of any liquidation of the foregoingPledged Mortgage Loans and all other sums or obligations owed by Lender to Borrower against all of Borrower’s obligations to Lender, Buyer shall be entitled whether under this Agreement, under the Advance, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without prejudice to Lender’s right to recover any deficiency. Lender agrees promptly to notify Borrower after any such set-off claims and apply property held application made by Buyer with respect Lender; provided that the failure to any Transaction against obligations give such notice shall not affect the validity of such set-off and liabilities owed by Seller to Buyer with respect to any other Transactionapplication. (b) In addition to the rights in subsection (a), Buyer Lender and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. Affiliates (collectively, the “Countrywide Bank of America Related Entities”), shall have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Bank of America Related Entity Entities to or for the credit of the account of Seller Borrower and its Affiliates Guarantor against and on account of the obligations of Seller Borrower under any agreement(s) between Seller and or its AffiliatesBorrower and/or Guarantor, on the one hand, and the Countrywide Bank of America Related EntityEntities, on the other hand, irrespective of whether or not the Countrywide Bank of America Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Bank of America Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller Borrower to set-off against any amounts due and owing by Seller Borrower to the Countrywide Bank of America Related Entity. If a Countrywide Bank of America Related Entity other than Buyer Lender intends to exercise its right to set-off in this subsection (b), such Countrywide Bank of America Related Entity shall provide Seller Borrower prior notice thereof, and upon SellerBorrower’s receipt of such notice, if the basis for such right to set-off is SellerBorrower’s breach or default of its obligations to the Countrywide Bank of America Related Entity, Seller Borrower shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.

Rights of Set-Off. Buyer shall have and its Affiliates (the following rights of set-off: (a“Buyer Parties”) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, after the occurrence and from time to time, without noticecontinuance of an Event of Default, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness Debt at any time held or owing by Buyer Parties to or for the credit of the account of Guarantor or Seller against and on account of the obligations and liabilities of Guarantor or Seller under this Agreement or the Credit Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Related Mortgage Loans or other third parties. Without limiting the generality of the foregoing, the Buyer Parties shall be entitled to set-off claims and apply property held by Buyer Parties with respect to any Transaction against obligations and liabilities owed by Guarantor or Seller to the Buyer Parties with respect to any other “Transaction. (b) In addition ” under the Credit Agreement, but for the avoidance of doubt, the Buyer Parties shall not be entitled to apply property held by Buyer Parties with respect to any “Transaction” under the Credit Agreement against obligations and liabilities owed by Guarantor or Seller to the rights in subsection Buyer Parties with respect to any Transaction under the Agreement. The Buyer Parties may set off cash, the proceeds of any liquidation of the Related Mortgage Loans or Purchased Assets and all other sums or obligations owed by the Buyer Parties to Seller or Guarantor against all of Guarantor’s or Seller’s obligations to the Buyer Parties, whether under this Agreement, under a Transaction, or under any other agreement between the parties (aincluding the Credit Agreement), Buyer and its Affiliatesor otherwise, includingwhether or not such obligations are then due, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. (collectively, “Countrywide Related Entities”), shall have prejudice to the Buyer Parties’ right to recover any deficiency. Buyer agrees promptly to notify Guarantor or Seller after any such set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing application made by the Countrywide Related Entity Buyer Parties; provided that the failure to or for give such notice shall not affect the credit validity of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or its Affiliates, on the one hand, and the Countrywide Related Entity, on the other hand, irrespective of whether or not the Countrywide Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to such set-off against any amounts due and owing by Seller application. Notwithstanding anything to the Countrywide Related contrary contained herein or in any Principal Agreement, if Seller, Guarantor or any of their respective Affiliates (each such entity, a “Seller Entity”) owes any obligation to Buyer, GS&Co. or any Affiliate thereof, including in its capacity as Buyer (each such entity, an “Buyer Entity”), such Buyer Entity may, during the occurrence and continuance of a Default or an Event of Default, setoff and net: (i) any collateral pledged by any Seller Entity to any Buyer Entity or held or carried for any Seller Entity by any Buyer Entity; and (ii) any collateral required to be paid or returned by any Seller Entity to any Buyer Entity. If a Countrywide Related Entity other than Buyer intends agrees promptly to exercise its right to notify Seller after any such set-off in this subsection (b), and application made by any Buyer Entity; provided that the failure to give such Countrywide Related Entity notice shall provide Seller prior notice thereof, and upon Seller’s receipt not affect the validity of such notice, if the basis for such right to set-off and application. Buyer, Guarantor and Seller each intends and agrees that all such payments pursuant to this Section 11.10 shall be “settlement payments” as such term is Seller’s breach or default of its obligations to the Countrywide Related Entity, Seller shall have three (3) Business Days to cure any such breach or default defined in order to avoid such set-offBankruptcy Code Section 741(8).

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer and its Affiliates (the “Buyer Parties”) shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness Debt at any time held or owing by the Buyer Parties to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, the Buyer Parties shall be entitled to set-off claims and apply property held by Buyer Parties with respect to any Transaction against obligations and liabilities owed by Seller to the Buyer Parties with respect to any other Transaction. (b) In addition . The Buyer Parties may set off cash, the proceeds of any liquidation of the Purchased Assets and all other sums or obligations owed by the Buyer Parties to Seller against all of Seller’s obligations to the rights in subsection (a)Buyer Parties, Buyer and its Affiliateswhether under this Agreement, includingunder a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. (collectively, “Countrywide Related Entities”), shall have prejudice to the Buyer Parties’ right to recover any deficiency. Buyer agrees promptly to notify Seller after any such set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing application made by the Countrywide Related Entity Buyer Parties; provided that the failure to or for give such notice shall not affect the credit validity of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or its Affiliates, on the one hand, and the Countrywide Related Entity, on the other hand, irrespective of whether or not the Countrywide Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to such set-off against any amounts due and owing by Seller to the Countrywide Related Entity. If a Countrywide Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-offapplication.

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller any loanDepot Party shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller such loanDepot Party under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans Underlying Assets or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller any loanDepot Party to Buyer with respect to any other Transaction. Buyer may set off all other sums or obligations owed by Buyer to such loanDepot Party against all of loanDepot Parties’ obligations to Buyer, whether under this Agreement, under a Transaction or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency. (b) In addition to the rights in subsection (a), Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. Affiliates (collectively, “Countrywide Bank of America Related Entities”), shall have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Bank of America Related Entity to or for the credit of the account of Seller any loanDepot Party and its Affiliates against and on account of the obligations of Seller loanDepot Party under any agreement(s) between Seller and or such loanDepot Party and/or its Affiliates, on the one hand, and the Countrywide Bank of America Related Entity, on the other hand, irrespective of whether or not the Countrywide Bank of America Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Bank of America Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Bank of America Related Entity. If a Countrywide Bank of America Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Bank of America Related Entity shall provide Seller loanDepot Parties prior notice thereof, and upon Seller’s loanDepot Parties’ receipt of such notice, if the basis for such right to set-off is Sellera loanDepot Party’s breach or default of its obligations to the Countrywide Bank of America Related Entity, Seller loanDepot Parties shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.

Rights of Set-Off. Buyer Lender shall have the following rights of set-off: (a) If Seller Borrower shall default in the payment of the Note, any interest accrued thereon, or any other sums which may become payable thereunder or hereunder when due, or in the performance of any of its other obligations or liabilities under the Note or this Agreement, Buyer Lender shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer Lender to or for the credit of the account of Seller Borrower against and on account of the obligations and liabilities of Seller Borrower under the Note and this Agreement, irrespective of whether or not Buyer Lender shall have made any demand hereunder and whether or not said obligations and liabilities shall have become duematured; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased under Pledged Mortgage Loans or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction. (b) In addition to the rights right in subsection (a)) above, Buyer notwithstanding anything to the contrary contained herein, Borrower expressly acknowledges and agrees that Lender and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. CLD (collectively, “"Countrywide Related Entities”), ") shall have the right to set-off and to appropriate or apply offset against any and all deposits of money or property or amounts owed by any other indebtedness at any time held or owing by the Countrywide Related Entity to or for the credit of the account of Seller and its Affiliates Borrower against and on account of the obligations of Seller any amounts owed by Borrower to any Countrywide Related Entity under any agreement(s) between Seller or among Borrower and or its Affiliatesany Countrywide Related Entity(ies), on the one handincluding, without limitation, any amounts owed by Borrower to Lender under this Agreement and the Countrywide Related Entity, on the other hand, irrespective of whether or not the Countrywide Related Entity shall have made any demand hereunder and whether or not said obligations shall have maturedLoan Purchase Agreement. In exercising the foregoing right to set-offoffset, any Countrywide Related Entity Entity, including, without limitation, Countrywide CLD, shall be entitled to withdraw or debit from funds in the Over/Under Account which are due to or being held for the benefit of Borrower any amount owed by Borrower to such Countrywide Related Entity. Likewise, Lender shall be entitled to withdraw or owing debit from funds in any account maintained by any Countrywide Related Entity which are due to Seller or being held for the benefit of Borrower any amount owed by Borrower to set-off Lender. To the extent any Countrywide Related Entity intends to offset against any amounts due and owing Borrower by Seller to the Countrywide Related Entity. If a Countrywide Related Entity other than Buyer intends to exercise its right to set-off in Lender under this subsection (b)Agreement, such Countrywide Related Entity Lender shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Related Entity, Seller shall have Borrower with at least three (3) Business Days business days prior written notice thereof and Borrower shall be entitled to cure any such breach or default in order with the Countrywide Related Entity that gives rise to such offset within such time period and thereby avoid such set-offoffset to the extent of the cure. By way of example but not limitation, assuming Borrower is an approved seller of Countrywide CLD, if Borrower owes outstanding amounts to Countrywide CLD, Countrywide CLD may, upon one (1) business days prior notice to Borrower, offset such amounts by withdrawing such amounts from the funds in the Over/Under Account which are due to or being held by Lender for the benefit of Borrower.

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction. Buyer may set off cash, the proceeds of any liquidation of the Purchased Assets and all other sums or obligations owed by Buyer to Seller against all of Seller’s obligations to Buyer, whether under this Agreement, under a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency. Buyer agrees promptly to notify Seller after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application. (b) In addition to the rights in subsection (a), Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. Affiliates (collectively, the “Countrywide Bank of America Related Entities”), shall have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Bank of America Related Entity Entities to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) evidencing such indebtedness between Seller and or and/or its Affiliates, on the one hand, and the Countrywide Bank of America Related EntityEntities, on the other hand, irrespective of whether or not the Countrywide Bank of America Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Bank of America Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Bank of America Related Entity. If a Countrywide Bank of America Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Bank of America Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Bank of America Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction. Buyer may set off cash, the proceeds of any liquidation of the Purchased Assets and all other sums or obligations owed by Buyer to Seller against all of Seller’s obligations to Buyer, whether under this Agreement, under a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency. Buyer agrees promptly to notify Seller after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application. (b) In addition to the rights in subsection (a), Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. Affiliates (collectively, “Countrywide Bank of America Related Entities”), shall have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Bank of America Related Entity to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or and/or its Affiliates, on the one hand, and the Countrywide Bank of America Related Entity, on the other hand, irrespective of whether or not the Countrywide Bank of America Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Bank of America Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Bank of America Related Entity. If a Countrywide Bank of America Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Bank of America Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Bank of America Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.

Rights of Set-Off. Buyer shall have the Solely following rights an early termination of set-off: (a) If Seller shall default in the payment or performance this Agreement following an Event of any of its obligations under this AgreementDefault, Buyer and its Affiliates (the “Buyer Parties”) shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness Debt at any time held or owing by the Buyer Parties to or for the credit of the account of Guarantor or Seller against and on account of the obligations and liabilities of Guarantor or Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, the Buyer Parties shall be entitled to set-off claims and apply property held by Buyer Parties with respect to any Transaction against obligations and liabilities owed by Guarantor or Seller to the Buyer Parties with respect to any other Transaction. (b) In addition . The Buyer Parties may set off cash, the proceeds of any liquidation of the Related Mortgage Loans or Purchased Assets and all other sums or obligations owed by the Buyer Parties to Seller or Guarantor against all of Guarantor’s or Seller’s obligations to the rights in subsection (a)Buyer Parties, Buyer and its Affiliateswhether under this Agreement, includingunder a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. (collectively, “Countrywide Related Entities”), shall have prejudice to the Buyer Parties’ right to recover any deficiency. Buyer agrees promptly to notify Guarantor or Seller after any such set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing application made by the Countrywide Related Entity Buyer Parties; provided that the failure to or for give such notice shall not affect the credit validity of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or its Affiliates, on the one hand, and the Countrywide Related Entity, on the other hand, irrespective of whether or not the Countrywide Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to such set-off against any amounts due and owing by Seller application. Notwithstanding anything to the Countrywide Related contrary contained herein or in any Principal Agreement, if Seller, Guarantor or any of their respective Affiliates (each such entity, a “Seller Entity”) owes any obligation to Buyer, GS&Co. or any Affiliate thereof, including in its capacity as Buyer or hedge counterparty (each such entity, an “Buyer Entity”), such Buyer Entity may, without prior notice, aggregate, setoff and net: (i) any collateral pledged by any Seller Entity to any Buyer Entity or held or carried for any Seller Entity by any Buyer Entity; and (ii) any collateral required to be paid or returned by any Seller Entity to any Buyer Entity. If a Countrywide Related Entity other than Buyer intends agrees promptly to exercise its right to notify Seller after any such set-off in this subsection (b), and application made by any Buyer Entity; provided that the failure to give such Countrywide Related Entity notice shall provide Seller prior notice thereof, and upon Seller’s receipt not affect the validity of such notice, if the basis for such right to set-off and application. Buyer and Seller intend and agree that all such payments pursuant to this Section 11.10 shall be “settlement payments” as such term is Seller’s breach or default of its obligations to the Countrywide Related Entity, Seller shall have three (3) Business Days to cure any such breach or default defined in order to avoid such set-offBankruptcy Code Section 741(8).

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction. (b) In addition to the rights in subsection (a), Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB Corporation and LandSafe, Inc. (collectively, “Countrywide Bank of America Related Entities”), shall have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Bank of America Related Entity to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or and/or its Affiliates, on the one hand, and the Countrywide Bank of America Related Entity, on the other hand, irrespective of whether or not the Countrywide Bank of America Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Bank of America Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Bank of America Related Entity. If a Countrywide Bank of America Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Bank of America Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Bank of America Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.

Rights of Set-Off. Buyer shall have the following rights right of set-off: (a) If , if Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer under this Agreement to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder Agreement then due and whether or not said obligations and liabilities shall have become dueowing; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction. (b) In addition to . After the rights in subsection (a)occurrence of an Event of Default, Buyer may set off cash, the proceeds of any liquidation of the Purchased Assets and its Affiliatesall other sums or obligations owed by Buyer to Seller against all of Seller’s obligations to Buyer under this Agreement or under a Transaction, includingwhether or not such obligations are then due, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. (collectively, “Countrywide Related Entities”), shall have the prejudice to Buyer’s right to recover any deficiency. Buyer agrees promptly to notify Seller after any such set-off and application made by Buyer; provided that the failure to appropriate or apply any and all deposits give such notice shall not affect the validity of money or property or any other indebtedness at any time held or owing by the Countrywide Related Entity to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or its Affiliates, on the one hand, and the Countrywide Related Entity, on the other hand, irrespective of whether or not the Countrywide Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to such set-off against any amounts due and owing by Seller to the Countrywide Related Entity. If a Countrywide Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-offapplication.

Rights of Set-Off. Buyer shall have and its Affiliates (the following rights of set-off: (a“Buyer Parties”) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, upon the occurrence and from time to timeduring the continuance of an Event of Default, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property (general or special, time or demand, provisional or final) or any other indebtedness Debt at any time held or owing by the Buyer Parties to or for the credit of the account of Guarantor or Seller against and on account of the obligations and liabilities of Guarantor or Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to (i) any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third partiesparties or (ii) any amounts owed to any Seller Entity in connection with any such Seller Entity’s ownership of or investment in any Debt or other securities issued by any Buyer Party. Without limiting the generality of the foregoing, the Buyer Parties shall be entitled to set-off claims and apply property held by Buyer Parties with respect to any Transaction against obligations and liabilities owed by Guarantor or Seller to the Buyer Parties with respect to any other Transaction. (b) In addition . The Buyer Parties may set off cash, the proceeds of any liquidation of the Related Mortgage Loans or Purchased Assets and all other sums or obligations owed by the Buyer Parties to Seller or Guarantor against all of Guarantor’s or Seller’s obligations to the rights in subsection (a)Buyer Parties, Buyer and its Affiliateswhether under this Agreement, includingunder a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. (collectively, “Countrywide Related Entities”), shall have prejudice to the Buyer Parties’ right to recover any deficiency. Buyer agrees promptly to notify Guarantor or Seller after any such set-off and application made by the Buyer Parties; provided that the failure to appropriate give such notice shall not affect the validity of such set-off and application. Notwithstanding anything to the contrary contained herein or apply in any Principal Agreement, if Seller, Parent Guarantor, Guarantor or any of their respective Affiliates (other than Excluded Subsidiaries) (each such entity, a “Seller Entity”) owes any obligation to Buyer, GS&Co. or any Affiliate thereof, including in its capacity as Buyer or Portfolio Hedge counterparty (each such entity, an “Buyer Entity”), such Buyer Entity may, without prior notice, aggregate, setoff and net: (i) any collateral pledged by any Seller Entity to any Buyer Entity or held or carried for any Seller Entity by any Buyer Entity; and (ii) any collateral required to be paid or returned by any Seller Entity to any Buyer Entity. Buyer agrees promptly to notify Seller after any such set-off and application made by any Buyer Entity; provided that the failure to give such notice shall not affect the validity of such set-off and application. Guarantor agrees that it shall instruct any counterparty to a Portfolio Hedge that has been pledged to Buyer pursuant to Section 6.1 and in connection with the security interest granted therein pursuant to Section 6.1, to, in the event that an Event of Default has occurred and is continuing hereunder and amounts are due and owing to Guarantor pursuant to the terms of such Portfolio Hedge(s), including any payments in respect of the termination thereof, remit any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Related Entity such amounts directly to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or its AffiliatesBuyer, who shall apply such amounts in accordance with in accordance with Section 4.8, subject to Section 4.13. Guarantor further agrees that Guarantor shall deliver, on the one handor prior to pledging such Portfolio Hedge to Buyer pursuant to Section 6.1, evidence to Buyer that (i) such instruction has been made, (ii) such counterparty has acknowledged and agreed to such instruction, and (iii) such counterparty has acknowledged the Countrywide Related Entitygrant, on the other handpledge and assignment of Guarantor’s rights (but not its obligations) under such Portfolio Hedge and agreed that such grant, irrespective of whether or pledge and assignment does not the Countrywide Related Entity shall have made violate any demand hereunder restrictions related thereto set forth in such Portfolio Hedge. Buyer and whether or not said obligations shall have matured. In exercising the foregoing right Seller intend and agree that all such payments pursuant to set-off, any Countrywide Related Entity this Section 11.10 shall be entitled to withdraw funds “settlement payments” as such term is defined in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Related Entity. If a Countrywide Related Entity other than Buyer intends to exercise its right to set-off in this subsection (bBankruptcy Code Section 741(8), such Countrywide Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Administrative Agent, Buyers, and their respective Affiliates (the “Buyer Parties”) shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness Debt at any time held or owing by the Buyer Parties to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller under this Agreement, irrespective of whether or not Administrative Agent or any Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, the Buyer Parties shall be entitled to set-off claims and apply property held by Buyer Parties with respect to any Transaction against obligations and liabilities owed by Seller to the Buyer Parties with respect to any other Transaction. (b) In addition . The Buyer Parties may set off cash, the proceeds of any liquidation of the Purchased Assets and all other sums or obligations owed by the Buyer Parties to Seller against all of Seller’s obligations to the rights in subsection (a)Buyer Parties, Buyer and its Affiliateswhether under this Agreement, includingunder a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. (collectively, “Countrywide Related Entities”), shall have prejudice to the Buyer Parties’ right to recover any deficiency. Administrative Agent, on behalf of Buyers, agrees promptly to notify Seller after any such set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing application made by the Countrywide Related Entity Buyer Parties; provided that the failure to or for give such notice shall not affect the credit validity of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or its Affiliates, on the one hand, and the Countrywide Related Entity, on the other hand, irrespective of whether or not the Countrywide Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to such set-off against any amounts due and owing by Seller to the Countrywide Related Entityapplication. If a Countrywide Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.​ ​ ​

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction. (b) In addition to the rights in subsection (a), Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB Corporation and LandSafe, Inc. (collectively, “Countrywide Related Entities”), shall have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Related Entity to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or and/or its Affiliates, on the one hand, and the Countrywide Related Entity, on the other hand, irrespective of whether or not the Countrywide Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Related Entity. If a Countrywide Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become duehereunder; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction. Buyer may set off cash, the proceeds of any liquidation of the Purchased Assets and all other sums or obligations owed by Buyer to Seller against all of Seller’s obligations to Buyer, whether under this Agreement, under a Transaction, or under any other agreement between the parties, or otherwise, without prejudice to Buyer’s right to recover any deficiency. Buyer agrees promptly to notify Seller after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application. (b) In addition to the rights in subsection (a), Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. Affiliates (collectively, the “Countrywide Bank of America Related Entities”), shall have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Bank of America Related Entity Entities to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or and/or its Affiliates, on the one hand, and the Countrywide Bank of America Related EntityEntities, on the other hand, irrespective of whether or not the Countrywide Bank of America Related Entity shall have made any demand hereunder and whether or not said obligations shall have maturedhereunder. In exercising the foregoing right to set-off, any Countrywide Bank of America Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Bank of America Related Entity. If a Countrywide Bank of America Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Bank of America Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Bank of America Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off. (c) Buyer shall provide Seller an accounting of any set off in form an substance satisfactory to Buyer pursuant to this Section 11.9 as soon as practicable following application of such amounts; provided, that failure to provide such accounting shall not affect Buyer’s rights to set off hereunder.

Rights of Set-Off. Buyer shall have the following rights of set-off: (a) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller against and on account of the obligations and liabilities of Seller under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by Seller to Buyer with respect to any other Transaction. (b) In addition to the rights in subsection (a), Buyer and its Affiliates, including, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB Corporation and LandSafe, Inc. (collectively, “Countrywide Bank of America Related Entities”), shall shall, upon the occurrence and during the continuance of an Event of Default or as provided under Section 3.5(f), have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Countrywide Bank of America Related Entity to or for the credit of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or and/or its Affiliates, on the one hand, and the Countrywide Bank of America Related Entity, on the other hand, irrespective of whether or not the Countrywide Bank of America Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Bank of America Related Entity shall be entitled entitled, subject to Section 3.5 (f), to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Countrywide Bank of America Related Entity. If a Countrywide Bank of America Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Countrywide Bank of America Related Entity shall provide Seller prior notice thereof, and upon Seller’s receipt of such notice, if the basis for such right to set-off is Seller’s breach or default of its obligations to the Countrywide Bank of America Related Entity, Seller shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.

Rights of Set-Off. Buyer shall have and its Affiliates (the following rights of set-off: (a“Buyer Parties”) If Seller shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, after the occurrence and from time to time, without noticecontinuance of an Event of Default, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness Debt at any time held or owing by Buyer Parties to or for the credit of the account of Guarantor or Seller against and on account of the obligations and liabilities of Guarantor or Seller under this Agreement or the Credit Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Purchased Mortgage Loans or other third parties. Without limiting the generality of the foregoing, the Buyer Parties shall be entitled to set-off claims and apply property held by Buyer Parties with respect to any Transaction against obligations and liabilities owed by Guarantor or Seller to the Buyer Parties with respect to any other “Transaction. (b) In addition ” under the Credit Agreement, but for the avoidance of doubt, the Buyer Parties shall not be entitled to apply property held by Buyer Parties with respect to any “Transaction” under the Credit Agreement against obligations and liabilities owed by Guarantor or Seller to the rights in subsection Buyer Parties with respect to any Transaction under the Agreement. The Buyer Parties may set off cash, the proceeds of any liquidation of the Related Mortgage Loans or Purchased Assets and all other sums or obligations owed by the Buyer Parties to Seller or Guarantor against all of Guarantor’s or Seller’s obligations to the Buyer Parties, whether under this Agreement, under a Transaction, or under any other agreement between the parties (aincluding the Credit Agreement), Buyer and its Affiliatesor otherwise, includingwhether or not such obligations are then due, without limitation, Balboa Insurance Group, Inc., Countrywide Home Loans, Inc., Countrywide Securities Corporation, Countrywide Bank, FSB and LandSafe, Inc. (collectively, “Countrywide Related Entities”), shall have prejudice to the Buyer Parties’ right to recover any deficiency. Buyer agrees promptly to notify Guarantor or Seller after any such set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing application made by the Countrywide Related Entity Buyer Parties; provided that the failure to or for give such notice shall not affect the credit validity of the account of Seller and its Affiliates against and on account of the obligations of Seller under any agreement(s) between Seller and or its Affiliates, on the one hand, and the Countrywide Related Entity, on the other hand, irrespective of whether or not the Countrywide Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Countrywide Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to such set-off against any amounts due and owing by Seller application. Notwithstanding anything to the Countrywide Related contrary contained herein or in any Principal Agreement, if Seller, Guarantor or any of their respective Affiliates (each such entity, a “Seller Entity”) owes any obligation to Buyer, GS&Co. or any Affiliate thereof, including in its capacity as Buyer (each such entity, an “Buyer Entity”), such Buyer Entity may, during the occurrence and continuance of a Default or an Event of Default, setoff and net: (i) any collateral pledged by any Seller Entity to any Buyer Entity or held or carried for any Seller Entity by any Buyer Entity; and (ii) any collateral required to be paid or returned by any Seller Entity to any Buyer Entity. If a Countrywide Related Entity other than Buyer intends agrees promptly to exercise its right to notify Seller after any such set-off in this subsection (b), and application made by any Buyer Entity; provided that the failure to give such Countrywide Related Entity notice shall provide Seller prior notice thereof, and upon Seller’s receipt not affect the validity of such notice, if the basis for such right to set-off and application. Buyer, Guarantor and Seller each intends and agrees that all such payments pursuant to this Section 11.10 shall be “settlement payments” as such term is Seller’s breach or default of its obligations to the Countrywide Related Entity, Seller shall have three (3) Business Days to cure any such breach or default defined in order to avoid such set-offBankruptcy Code Section 741(8).