Waiver of Right to Set-Off Clause Samples

Waiver of Right to Set-Off. Escrow Agent hereby -------------------------- waives the benefit of, and any right to, any setoff or recoupment or any other claim it may have now or hereafter have in or with respect to the Lock-Up Shares.

Waiver of Right to Set-Off. By acquiring a Contingent Capital Note, each holder (and the Trustee acting on behalf of the holders) will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with respect to such Contingent Capital Note or the Indenture (or between our obligations under or in respect of any Contingent Capital Note and any liability owed by a holder) that they (or the Trustee acting on their behalf) might otherwise have against us, whether before or during any Winding-up or Administration Event. Notwithstanding the above, if any such rights and claims of any such holder against us are discharged by set-off, such holder will, immediately pay an amount equal to the amount of such discharge to us or, in the event of a Winding-Up or Administration Event, the liquidator or administrator (or other relevant insolvency official), as the case may be, to be held on trust for Senior Creditors, and until such time as payment is made will hold a sum equal to such amount on trust for Senior Creditors, and accordingly such discharge shall be deemed not to have taken place. Day Count Fraction: 30/360 Business Day Convention: Following; Unadjusted Business Days: New York / London Denominations: $200,000 and integral multiples of $1,000 in excess thereof Enforcement Events and Remedies: There are no events of default under the Contingent Capital Notes. In addition, under the terms of the Indenture neither the Automatic Conversion, the cancellation or deemed cancellation of interest, the exercise of the UK bail-in power by the relevant UK authority nor a write-down of the Contingent Capital Notes upon the occurrence of a Conversion Trigger Event following a Non-Qualifying Takeover Event with respect to the Contingent Capital Notes will be an Enforcement Event. Each of the following is an “Enforcement Event”:

Waiver of Right to Set-Off. The Trustee hereby waives all claims and rights of set-off and banker’s and other possessory liens against the Trust Funds. The Trustee agrees not to set-off or reduce the amounts to be paid on the Trust Funds by reason of any liability or obligation that the Settlor or any other person or entity may have to the Trustee. The Trustee acknowledges and agrees that its obligation to transfer all amounts owing, with respect to the Trust Funds, in accordance with the instructions of the Beneficiary, not in conflict with the terms hereof, is absolute and unconditional.

Waiver of Right to Set-Off. Subject to applicable law, neither any Holder or Beneficial Owner of the Notes nor the Trustee acting on behalf of the Holders may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Company in respect of, or arising under, or in connection with, the Notes or the Indenture and each Holder and Beneficial Owner of the Notes, by virtue of its holding of any Notes or any interest therein, and the Trustee acting on behalf of the Holders, shall be deemed to have waived all such rights of set-off, compensation or retention. If, notwithstanding the above, any amounts due and payable to any Holder or Beneficial Owner of a Note or any interest therein by the Company in respect of, or arising under, the Notes are discharged by set-off, such holder or beneficial owner shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, if a Liquidation Event shall have occurred, the liquidator, administrator or conciliador of the Company or any other applicable Person designated for such purposes, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust or deposit (where possible) or otherwise for the Company (or the liquidator, administrator or conciliador of the Company or any other applicable Person designated for such purposes, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place.

Waiver of Right to Set-Off. By purchasing or otherwise acquiring a Note or Notes, a depository institution that is a Holder thereof will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the Note or Notes or the Indenture (or between the Company’s obligations under or in respect of any Note or Notes and any liability owed by such Holder to the Company) that such Holder or Holders might otherwise have against the Company.

Waiver of Right to Set-Off. Should the Lessee wish to assert any right of any nature whatsoever against the Lessor, whether or not in connection with this Lease, it shall pursue the matter independently of the performance of its obligations under the Lease. Accordingly, the parties agree that under no circumstance will the Lessee have any right to set off, compensate or deduct any amount against the Minimum Rent or Additional Rent unless the Lessor is held liable to pay an amount to Lessee pursuant to a judgement or arbitration ruling which is final and without appeal.

Waiver of Right to Set-Off. By accepting a $NC10 Note, each Holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such $NC10 Note or the Capital Securities Indenture (or between our obligations under or in respect of any $NC10 Note and any liability owed by a Holder) that they might otherwise have against the Issuer, whether before or during our winding up or administration, and the claims of a Holder of a $NC10 Note may not be set off against any of the Issuer’s claims.