Common use of Netting and Set-Off Clause in Contracts

Netting and Set-Off. (a) If on any date, cash would otherwise be payable or shares of Common Stock or other property would otherwise be deliverable (including, for the avoidance of doubt, the return, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract or this Agreement by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 of the Securities Contract applies or an Acceleration Date, Secured Party shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by the Securities Contract and this Agreement pursuant to the terms of the Securities Contract and this Agreement, and to set off any obligation it may have to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 or (ii) return any rehypothecated Collateral pursuant to Section 5(i), against any right Secured Party or any of its affiliates may have against Pledgor, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities Contract. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock or right to receive Common Stock, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If on any date, cash would otherwise be payable or shares of Common Stock Shares or other property would otherwise be deliverable (including, for the avoidance of doubt, the return, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract or Transaction Agreement, this Agreement or any other Credit Support Document by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's ’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization an Early Termination Date to which clause (B) of Section 7.02 of the Securities Contract applies or an Acceleration Date, Secured Party shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by the Securities Contract and Transaction Agreement, any Credit Support Document or this Agreement pursuant to the terms of the Securities Contract thereof and this Agreementhereof, and to set off any obligation it may have to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 or (ii) return any rehypothecated Collateral pursuant to Section 5(i), 10 against any right Secured Party or any of its affiliates may have against Pledgor, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities ContractTransaction Agreement. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's ’s option, with a value (determinedreasonably determined in good faith, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock Shares or right to receive Common StockShares, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock such Shares at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If If, on any date, cash would otherwise be payable or shares of Common Stock Shares or other property would otherwise be deliverable (including, for the avoidance of doubt, the return, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract or Transaction Agreement, this Agreement or any other Credit Support Document by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's ’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) an Event of Section 7.02 of the Securities Contract applies or an Acceleration DateDefault, Secured Party shall have the right to terminate, liquidate and otherwise close out the transactions transaction contemplated by the Securities Contract Transaction Agreement or any other agreement between Secured Party and this Agreement Pledgor pursuant to the terms thereof and hereof, and Secured Party may reduce any amount payable by or other obligation of Secured Party or its affiliates to Pledgor by its set-off against any amount payable by or other obligation of Pledgor to Secured Party, in each case arising under the Securities Contract and Transaction Agreement, this Agreement, any other Credit Support Document or such other agreement (whether matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that such amounts or obligations are set off, such amounts and obligations will be discharged promptly and in all respects. Secured Party shall give notice to Pledgor after any set-off effected pursuant to this Section 8. (c) Without limiting the generality of Section 8(b), in the exercise of its set-off rights as set forth in this Section 8, Secured Party may set off or net any obligation it may have to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 or (ii) return any rehypothecated Collateral pursuant to Section 5(i), the terms of this Agreement against any right Secured Party or any of its affiliates may have against Pledgor pursuant to the Transaction Agreement, this Agreement, any other Credit Support Document or any other agreement between Secured Party and Pledgor, including including, without limitation limitation, any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities ContractTransaction Agreement. In the case of a set-off or netting of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off and netted in kind. In the case of a set-off or netting of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off or netting shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's ’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock any securities or right to receive Common Stockany securities, the value at any time of such obligation or right shall be determined by the Calculation Agent by reference to the fair market value of the Common Stock such securities at such time. If an obligation or right is unascertained at the time of any such set-offoff or netting, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off or netting will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If on any date, date cash would otherwise be payable or shares of Common Stock or other property would otherwise be deliverable (including, for the avoidance of doubt, the return, as required by Section 5(i)) of the Pledge Agreement, of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract or this Agreement or the Pledge Agreement by Secured Party Buyer to Pledgor Seller and by Pledgor Seller to Secured Party Buyer (or an affiliate of Buyer designated by Buyer) and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party a party hereto may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 of the Securities Contract applies or an Acceleration Date, Secured Party Buyer shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by this Agreement and the Securities Contract and this Pledge Agreement pursuant to the terms of this Agreement and the Securities Contract and this Pledge Agreement, and to set off any obligation it that Buyer or any affiliate of Buyer may have to (i) release from the Security Interests Seller, including without limitation any obligation to make any release, delivery or return payment to Pledgor any Collateral Seller pursuant to Section 5(e) or Section 9 or (ii) return any rehypothecated Collateral pursuant to Section 5(i)the Pledge Agreement, against any right Secured Party Buyer or any of its affiliates may have against PledgorSeller, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities Contractthis Agreement. In the case of a set-off of any obligation to return release, deliver or replace pay assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return release, deliver or replace pay assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock or right to receive Common Stock, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If on any date, cash would otherwise be payable or shares of Common Stock or other property would otherwise be deliverable (including, for the avoidance of doubt, the returnreplacement, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract or this Agreement by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 of the Securities Contract applies or an Acceleration Date, Secured Party shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by the Securities Contract and this Agreement pursuant to the terms of the Securities Contract and this Agreement, and to set off any obligation it may have to Pledgor pursuant to the Securities Contract or this Agreement, including without limitation any obligation to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 or (ii) return replace any rehypothecated Collateral pursuant to Section 5(i), against any right Secured Party or any of its affiliates may have against PledgorPledgor pursuant to the Securities Contract or this Agreement, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities Contract. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock or right to receive Common Stock, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.against

Netting and Set-Off. (a) If on any date, cash would otherwise be payable or shares of Common Stock Shares or other property would otherwise be deliverable (including, for the avoidance of doubt, the return, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract or Transaction Agreement, this Agreement or any other Credit Support Document by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's ’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 of the Securities Contract applies or an Acceleration DateDefault Event, Secured Party shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by the Securities Contract and Transaction Agreement, any Credit Support Document or this Agreement pursuant to the terms of the Securities Contract thereof and this Agreementhereof, and to set off any obligation it may have to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 or 10, (ii) return any rehypothecated Rehypothecated Collateral Shares to Pledgor or (iii) make any other payment or delivery pursuant to Section 5(i), this Agreement against any right Secured Party or any of its affiliates may have against Pledgor, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities ContractTransaction Agreement. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent in good faith and a commercially reasonable manner and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's ’s option, with a value (determined, in the case of a delivery of assets, by the Calculation AgentAgent in good faith and a commercially reasonable manner) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock Shares or right to receive Common StockShares, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock such Shares at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith and a commercially reasonable manner estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If on any date, cash would otherwise be payable or shares of Common Stock or other property would otherwise be deliverable (including, for the avoidance of doubt, the returnreplacement, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract or this Agreement by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 of the Securities Contract applies or an Acceleration Date, Secured Party shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by the Securities Contract and this Agreement pursuant to the terms of the Securities Contract and this Agreement, and to set off any obligation it may have to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 or (ii) return any rehypothecated Collateral pursuant to Section 5(i), against any right Secured Party or any of its affiliates may have against Pledgor, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities Contract. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock or right to receive Common Stock, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If on any date, date cash would otherwise be payable or shares of Common Stock or other property would otherwise be deliverable (including, for the avoidance of doubt, the return, as required by Section 5(i)) of the Pledge Agreement, of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract or this Agreement or the Pledge Agreement by Secured Party Buyer to Pledgor Seller and by Pledgor Seller to Secured Party Buyer and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party a party hereto may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 of the Securities Contract applies or an Acceleration Date, Secured Party Buyer shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by this Agreement and the Securities Contract and this Pledge Agreement pursuant to the terms of this Agreement and the Securities Contract and this Pledge Agreement, and to set off any obligation it that Buyer or any affiliate of Buyer may have to (i) release from the Security Interests Seller, including without limitation any obligation to make any release, delivery or return payment to Pledgor any Collateral Seller pursuant to Section 5(e) or Section 9 or (ii) return any rehypothecated Collateral pursuant to Section 5(i)the Pledge Agreement, against any right Secured Party Buyer or any of its affiliates may have against PledgorSeller, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities Contractthis Agreement. In the case of a set-off of any obligation to return release, deliver or replace pay assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return release, deliver or replace pay assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock or right to receive Common Stock, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If on any date, cash would otherwise be payable or shares of Common Stock Shares or other property would otherwise be deliverable (including, for the avoidance of doubt, the returnreplacement, as required by Section 5(i5(h), of shares of Common Stock Shares that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract any Secured Transaction or this Pledge Agreement by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 of the Securities Contract applies or an Acceleration Dateany Default Event, Secured Party shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by the Securities Contract all Secured Transactions and this Pledge Agreement pursuant to the terms of the Securities Contract such Secured Transactions and this Pledge Agreement, and to set off any obligation it may have to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 or (ii) return replace any rehypothecated Collateral pursuant to Section 5(i5(h), against any right Secured Party or any of its affiliates may have against Pledgor, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities Contractany Secured Transaction. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock Shares or right to receive Common StockShares, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock Shares at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If on any date, cash would otherwise be payable or shares of Common Stock Shares or other property would otherwise be deliverable (including, for the avoidance of doubt, the return, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract or Transaction Agreement, this Agreement or any other Credit Support Document by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's ’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 of the Securities Contract applies or an Acceleration DateDefault Event, Secured Party shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by the Securities Contract and Transaction Agreement, any Credit Support Document or this Agreement pursuant to the terms of the Securities Contract thereof and this Agreementhereof, and to set off any obligation it may have to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 10 or (ii) return make any rehypothecated Collateral other payment or delivery pursuant to Section 5(i)this agreement or pursuant to any other agreement, against any right Secured Party or any of its affiliates may have against Pledgor, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities ContractTransaction Agreement. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's ’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock Shares or right to receive Common StockShares, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock such Shares at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If on any date, date cash would otherwise be payable or shares of Common Stock or other property would otherwise be deliverable (including, for the avoidance of doubt, the returnreplacement, as required by Section 5(i)) of the Pledge Agreement, of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract or this Agreement or the Pledge Agreement by Secured Party Buyer to Pledgor Seller and by Pledgor Seller to Secured Party Buyer and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's ’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party a party hereto may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 of the Securities Contract 7.04 applies or an Acceleration Date, Secured Party Buyer shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by this Agreement, each Transaction Confirmation and the Securities Contract and this Pledge Agreement pursuant to the terms of the Securities Contract hereof and this Agreementthereof, and to set off any obligation it that Buyer or any affiliate of Buyer may have to (i) release from the Security Interests Seller, including without limitation any obligation to make any release, delivery or return payment to Pledgor any Collateral Seller pursuant to Section 5(e) or Section 9 or (ii) return any rehypothecated Collateral pursuant to Section 5(i)the Pledge Agreement, against any right Secured Party Buyer or any of its affiliates may have against PledgorSeller, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities Contractthis Agreement. In the case of a set-off of any obligation to return release, deliver or replace pay assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return release, deliver or replace pay assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's ’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock or right to receive Common Stock, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If on any date, cash would otherwise be payable or shares of Common Stock Shares or other property would otherwise be deliverable (including, for the avoidance of doubt, the return, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract Collar Transaction Documents, the Credit Agreement or this Agreement Pledge Agreement, as applicable, by Secured Party to Pledgor and by Pledgor to Secured Party Party, and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's ’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-right, for so long as such Default Event is continuing, to set off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date any Default Event shall constitute an Event of Default with respect to which clause (B) Pledgor under the Collar Transaction Documents and an Event of Section 7.02 of Default with respect to Pledgor under the Securities Contract applies or an Acceleration DateCredit Agreement, and Secured Party shall have the right to terminate, liquidate liquidate, accelerate and otherwise close out all transactions under the transactions contemplated by Collar Transaction Documents and the Securities Contract and this Credit Agreement pursuant to the terms default provisions thereof and may reduce any amount payable by or other obligation of Secured Party to Pledgor by its set-off against any amount payable by Pledgor to Secured Party (whether or not arising under the Collar Transaction Documents or the Credit Agreement, matured or contingent and irrespective of the Securities Contract currency, place of payment or place of booking of the obligation). To the extent that such amounts are set off, such obligations will be discharged promptly and in all respects. Secured Party shall give notice to Pledgor after any set-off effected pursuant to this AgreementSection 8. (c) In the exercise of its set-off rights as set forth in this Section 8, upon the occurrence and to during the continuation of a Default Event, Secured Party may set off any obligation it may have to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 or (ii) return any rehypothecated Collateral pursuant to Section 5(i), the terms of this Pledge Agreement against any right Secured Party or any of its affiliates may have against PledgorPledgor pursuant to this Pledge Agreement or any other agreement between Pledgor and Secured Party, including including, without limitation limitation, any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities ContractCollar Transaction Documents, the Credit Agreement or this Pledge Agreement. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be reasonably determined by the Calculation Agent Secured Party and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's ’s option, with a value (reasonably determined, in the case of a delivery of assets, by the Calculation AgentSecured Party) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock any securities or right to receive Common Stockany securities, the value at any time of such obligation or right shall be determined by Secured Party by reference to the fair market value of the Common Stock such securities at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent Secured Party may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If on any date, cash would otherwise be payable or shares of Common Stock or other property would otherwise be deliverable (including, for the avoidance of doubt, the return, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract Stock Purchase Agreement or this Agreement by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 of the Securities Contract Stock Purchase Agreement applies or an Acceleration Date, Secured Party shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by the Securities Contract Stock Purchase Agreement and this Agreement pursuant to the terms of the Securities Contract Stock Purchase Agreement and this Agreement, and to set off any obligation it may have to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 or (ii) return any rehypothecated Collateral pursuant to Section 5(i), against any right Secured Party or any of its affiliates may have against Pledgor, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract Stock Purchase Agreement or any other provision of the Securities ContractStock Purchase Agreement. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock or right to receive Common Stock, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-set- off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If on any date, cash would otherwise be payable or shares of Common Stock or other property would otherwise be deliverable (including, for the avoidance of doubt, the returnreplacement, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract or this Agreement by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 of the Securities Contract applies or an Acceleration Date, Secured Party shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by the Securities Contract and this Agreement pursuant to the terms of the Securities Contract and this Agreement, and to set off any obligation it may have to Pledgor pursuant to the Securities Contract or this Agreement, including without limitation any obligation to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 or (ii) return replace any rehypothecated Collateral pursuant to Section 5(i), against any right Secured Party or any of its affiliates may have against PledgorPledgor pursuant to the Securities Contract or this Agreement, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities Contract. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock or right to receive Common Stock, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.,

Netting and Set-Off. (ai) If on any date, date cash would otherwise be payable or shares of Common Stock Shares or other property would otherwise be deliverable (including, for the avoidance of doubt, the return, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) hereunder or pursuant to the Securities Contract Agreement or this pursuant to any other agreement between the parties by Issuer to Dealer and cash would otherwise be payable or Shares or other property would otherwise be deliverable hereunder or pursuant to the Agreement or pursuant to any other agreement between the parties by Secured Party Dealer to Pledgor and by Pledgor to Secured Party Issuer and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's ’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon of the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (bii) In addition to and without limiting any rights of set-off that Secured Party a party hereto may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization an Early Termination Date to which clause (B) of Section 7.02 of the Securities Contract applies or an Acceleration Date, Secured Party Dealer shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by the Securities Contract and this Agreement pursuant to the terms of the Securities Contract and this Agreement, Transaction and to set off any obligation it or right that Dealer may have to (i) release from or against Issuer hereunder or under the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 or (ii) return any rehypothecated Collateral pursuant to Section 5(i), Agreement against any right Secured Party or any of its affiliates obligation Dealer may have against Pledgoror to Issuer, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities ContractAgreement or hereunder. In the case of a set-off of any obligation to return release, deliver or replace pay assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return release, deliver or replace pay assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's ’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock Shares or any right to receive Common StockShares, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock Shares at such time, as determined by the Calculation Agent. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained. (iii) Notwithstanding any provision of the Agreement (including without limitation Section 6(f) thereof) and this Confirmation (including without limitation this Section 8(m)) or any other agreement between the parties to the contrary, (A) Dealer may net and set off any rights of Dealer against Issuer arising under the Transaction only against obligations of Dealer to Issuer arising under any transaction or instrument if such transaction or instrument does not convey rights to Dealer senior to the claims of common stockholders in the event of Issuer’s bankruptcy; and (B) in the event of Issuer’s bankruptcy, Dealer waives any and all rights it may have to set-off in respect of the Transaction, whether arising under agreement, applicable law or otherwise. Dealer will give notice to Issuer of any netting or set off effected under this provision.

Netting and Set-Off. (a) If on any date, cash would otherwise be payable or shares of Common Stock or other property would otherwise be deliverable (including, for the avoidance of doubt, the returnreplacement, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract Master Stock Purchase Agreement or this Agreement by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's ’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 7.04 of the Securities Contract Master Stock Purchase Agreement applies or an Acceleration Date, Secured Party shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by the Securities Contract Master Stock Purchase Agreement, each Transaction Confirmation and this Agreement pursuant to the terms of the Securities Contract thereof and this Agreementhereof, and to set off any obligation it may have to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 10 or (ii) return replace any rehypothecated Collateral pursuant to Section 5(i), against any right Secured Party or any of its affiliates may have against Pledgor, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities ContractMaster Stock Purchase Agreement. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's ’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock or right to receive Common Stock, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If on any date, cash would otherwise be payable or shares of Common Stock or other property would otherwise be deliverable (including, for the avoidance of doubt, the returnreplacement, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract or this Agreement by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 of the Securities Contract applies or an Acceleration Date, Secured Party shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by the Securities Contract and this Agreement pursuant to the terms of the Securities Contract and this Agreement, and to set off any obligation it may have to Pledgor pursuant to the Securities Contract or this Agreement, including without limitation any obligation to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 or (ii) return replace any rehypothecated Collateral pursuant to Section 5(i), against any right Secured Party or any of its affiliates may have against PledgorPledgor pursuant to the Securities Contract or this Agreement, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities Contract. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock or right to receive Common Stock, the value at any time of such obligation or right shall be determined by reference to the market value Market Value of the Common Stock at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If on any date, cash would otherwise be payable or shares of Common Stock or other property would otherwise be deliverable (including, for the avoidance of doubt, the return, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract Stock Purchase Agreement or this Agreement by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 of the Securities Contract Stock Purchase Agreement applies or an Acceleration Date, Secured Party shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by the Securities Contract Stock Purchase Agreement and this Agreement pursuant to the terms of the Securities Contract Stock Purchase Agreement and this Agreement, and to set off any obligation it may have to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 or (ii) return any rehypothecated Collateral pursuant to Section 5(i), against any right Secured Party or any of its affiliates may have against Pledgor, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract Stock Purchase Agreement or any other provision of the Securities ContractStock Purchase Agreement. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock or right to receive Common Stock, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

Netting and Set-Off. (a) If on any date, cash would otherwise be payable or shares of Common Stock Shares or other property would otherwise be deliverable (including, for the avoidance of doubt, the return, as required by Section 5(i), of shares of Common Stock that have been rehypothecated pursuant to such Section) pursuant to the Securities Contract or Transaction Agreements, this Agreement or any other Credit Support Document by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party's ’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. (b) In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of a Reorganization Termination Date to which clause (B) of Section 7.02 of the Securities Contract applies or an Acceleration DateDefault Event, Secured Party shall have the right to terminate, liquidate and otherwise close out the transactions contemplated by the Securities Contract and Transaction Agreements, any Credit Support Document or this Agreement pursuant to the terms of the Securities Contract thereof and this Agreementhereof, and to set off any obligation it may have to (i) release from the Security Interests or return to Pledgor any Collateral pursuant to Section 5(e) or Section 9 11 or (ii) return make any rehypothecated Collateral other payment or delivery pursuant to Section 5(i)this agreement or pursuant to any other agreement, against any right Secured Party or any of its affiliates may have against Pledgor, including without limitation any right to receive a payment or delivery pursuant to Section 2.03(b), Section 2.04, Section 2.05, Section 3.01, Section 7.02, Section 7.04 or Section 8.01 of the Securities Contract or any other provision of the Securities ContractTransaction Agreements. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor's ’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Common Stock Shares or right to receive Common StockShares, the value at any time of such obligation or right shall be determined by reference to the market value of the Common Stock such Shares at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.