Common use of Set-Off and Netting Clause in Contracts

Set-Off and Netting. (i) If on any date cash would otherwise be payable or Shares or other property would otherwise be deliverable hereunder, including, without limitation, pursuant to the Agreement, or under any other agreement to which Deutsche and/or any of its affiliates is party and to which Counterparty and/or any of its affiliates is party, by Deutsche (or any of its affiliates) to Counterparty (or any of its affiliates) and by Counterparty (or any of its affiliates) to Deutsche (or any of its affiliates) 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 may, at Deutsche’s option, be 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 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. (ii) In addition to and without limiting any rights of set-off that a party hereto may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of an Event of Default for which Counterparty is the Defaulting Party or a Termination Event for which Counterparty is an Affected Party, Deutsche shall have the right to terminate, liquidate and otherwise close out the Transaction contemplated hereby and any other agreement between the parties or their affiliates (notwithstanding anything to the contrary in such other agreement, and whether or not relating to or arising out of the Transaction) pursuant to the terms hereof and thereof, and to set off any obligation that Deutsche or any affiliate of Deutsche may have to Counterparty or any of its affiliates under any of the foregoing, including, without limitation, any obligation to make any release of collateral or return of borrowed securities to Counterparty or any of its affiliates under any such other agreement, against any right Deutsche or any of its affiliates may have against Counterparty or any of its affiliates under any of the foregoing. In the case of a set-off of any obligation to release, deliver or 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 release, deliver or 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 Deutsche’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. 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.