Common use of Right of Set-off Clause in Contracts

Right of Set-off. Notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture.

Right of Set-off. Notwithstanding anything to the contrary hereinin this Indenture, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security hereunder to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this IndentureGuarantee.

Right of Set-off. Notwithstanding With respect to the Securities of a series initially issued to an Issuer Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any such Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Capital Securities pursuant to an action undertaken under Section 5.8 of this Indenture.

Right of Set-off. Notwithstanding With respect to the Debentures initially issued to the Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set set-off any payment it is otherwise required to make in respect of any Security such Debenture to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Preferred Securities Guarantee Agreement relating to such Security Debenture or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 7.8 of this Indenture.

Right of Set-off. Notwithstanding With respect to the Securities of a series issued to a Trust, notwithstanding anything to the contrary hereinin the Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make thereunder in respect of any such Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this the Indenture.

Right of Set-off. Notwithstanding anything to the contrary hereinin the Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make thereunder in respect of any Security the Debenture to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment relating to the Debentures under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this IndentureGuarantee.

Right of Set-off. Notwithstanding With respect to the Securities of a series issued to a Trust, notwithstanding anything to the contrary hereinin this Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make thereunder in respect of any such Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture.

Right of Set-off. Notwithstanding anything to the contrary hereinin this Indenture, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security hereunder to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this IndentureGuarantee.

Right of Set-off. Notwithstanding anything to the contrary hereinin the Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make thereunder in respect of any Security the Debenture, to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment relating to the Debentures under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this IndentureGuarantee.

Right of Set-off. Notwithstanding With respect to the Securities of a series issued to a Trust, notwithstanding anything to the contrary hereinin the Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make thereunder in respect of any such Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture.

Right of Set-off. Notwithstanding anything to the contrary hereinin the Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make thereunder in respect of any Security Debenture to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture.

Right of Set-off. Notwithstanding With respect to the Securities, notwithstanding anything to the contrary hereinin the Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make thereunder in respect of any Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this the Indenture.

Right of Set-off. Notwithstanding anything to the contrary hereinin this Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make hereunder in respect of any Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Company Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture.

Right of Set-off. Notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section SECTION 5.8 of this Indenture.

Right of Set-off. Notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture.

Right of Set-off. Notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture.. -----------

Right of Set-off. Notwithstanding anything to the contrary hereinin this Indenture, the Company shall have the right to set set-off any payment pay- ment it is otherwise required to make in respect of any Security hereunder to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this IndentureParent Guarantee.

Right of Set-off. Notwithstanding With respect to the Securities of a series issued to a Citizens Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set set-off any payment it is otherwise required to make thereunder in respect of any such Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Citizens Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenturehereof.

Right of Set-off. Notwithstanding anything to the contrary hereinin the Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make in respect of any Security thereunder to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a related payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this IndentureGuarantee.

Right of Set-off. Notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a EXHIBIT D payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture.

Right of Set-off. Notwithstanding anything to the contrary hereinin the Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make thereunder in respect of any Security the Debentures to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment relating to the Debentures under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this IndentureGuarantee.

Right of Set-off. Notwithstanding With respect to the Securities of a series issued to a Provident Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set set-off any payment it is otherwise required to make thereunder in respect of any such Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Provident Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture508 hereof.

Right of Set-off. Notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security to the extent the Company or the Parent Guarantor has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement or the Parent Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture.

Right of Set-off. Notwithstanding anything to the contrary hereinin this Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make in respect of any Security hereunder to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this IndentureGuarantee.

Right of Set-off. Notwithstanding anything to the contrary hereinin the Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make in respect of any Security thereunder to the extent the Company ▇▇▇▇▇▇▇▇ has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this IndentureParent Guarantee.

Right of Set-off. Notwithstanding anything to the contrary hereinin this Indenture, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security hereunder to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this IndentureGuarantee. III011. CUSIP Numbers.

Right of Set-off. Notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required requited to make in respect of any Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture.

Right of Set-off. Notwithstanding anything to the contrary hereinin this Indenture, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security hereunder to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture5.08 hereof.

Right of Set-off. Notwithstanding With respect to the Debentures initially issued to the Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security such Debenture to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Capital Securities Guarantee Agreement relating to such Security Debenture or to a holder of Preferred Capital Securities pursuant to an action a Direct Action undertaken under Section 5.8 of this Indenture5.8.

Right of Set-off. Notwithstanding anything to the ------------- ---------------- contrary hereinin this Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make hereunder in respect of any Capital Security to the extent the Company has theretofore heretofore made, or is concurrently currently on the date of such payment making, a payment under the ▇▇▇▇▇▇▇▇▇▇ Guarantee Agreement relating to such Capital Security or to in connection with a holder of Preferred Securities Direct Action pursuant to an action undertaken under Section 5.8 of this Indenturehereof.

Right of Set-off. Notwithstanding With respect to the Securities of a series issued to a ▇▇▇▇▇▇▇▇▇▇ Industries Trust, notwithstanding anything to the contrary hereinin the Indenture, the Company shall have the right to set off any payment it is otherwise required to make thereunder in respect of any such Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this the Indenture.

Right of Set-off. Notwithstanding anything to the ---------------- contrary hereinin the Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make thereunder in respect of any Security the Debentures to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment relating to the Debentures under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this IndentureGuarantee.

Right of Set-off. Notwithstanding anything to the contrary hereinin the Indenture, the Company shall have the right to set set-off any payment it is otherwise required to make in hereunder with respect of to any Security and to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Parent Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture508 hereof.

Right of Set-off. Notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture.. EXHIBIT D

Right of Set-off. Notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities of the corresponding series pursuant to an action undertaken under Section 5.8 of this Indenture.

Right of Set-off. Notwithstanding anything to the ---------------- contrary hereinin this Indenture, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security hereunder to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this IndentureGuarantee.

Right of Set-off. Notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture.. 32 [TPW: NYLEGAL:524366.4] 20829-00002 06/29/2006 09:03 PM

Right of Set-off. Notwithstanding With respect to the Securities of a series issued to a UnumProvident Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set set-off any payment it is otherwise required to make thereunder in respect of any such Security to the extent the Company has theretofore made, or is concurrently on the date of such payment makingpayment, making a payment under the UnumProvident Guarantee Agreement relating to such Security or to a holder of Preferred Securities such Security pursuant to an action undertaken under Section 5.8 of this Indenture508 hereof.

Right of Set-off. Notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security to the extent the Company has theretofore made, or is concurrently currently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture.