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Setoff. Any amount (the "Early Termination Amount") payable to one party
(the Payee) by the other party (the Payer) under Section 6(e), in
circumstances where there is a Defaulting Party or one Affected Party in the
case where a Termination Event under Section 5(b)(iv) or (v) has occurred,
will, at the option of the party ("X") other than the Defaulting Party or the
Affected Party (and without prior notice to the Defaulting Party or the
Affected Party), be reduced by its set-off against any amount(s) (the "Other
Agreement Amount") payable (whether at such time or in the future or upon the
occurrence of a contingency) by the Payee to the Payer (irrespective of the
currency, place of payment or booking office of the obligation) under any
other agreement(s) between the Payee and the Payer or instrument(s) or
undertaking(s) issued or executed by one party to, or in favor of, the other
party (and the Other Agreement Amount will be discharged promptly and in all
respects to the extent it is so set-off). X will give notice to the other
party of any set-off effected under this Part 5(a).

For this purpose, either the Early Termination Amount or the Other Agreement
Amount (or the relevant portion of such amounts) may be converted by X into
the currency in which the other is denominated at the rate of exchange at
which such party would be able, acting in a reasonable manner and in good
faith, to purchase the relevant amount of such currency.

If an obligation is unascertained, X may in good faith estimate that
obligation and set-off in respect of the estimate, subject to the relevant
party accounting to the other when the obligation is ascertained.