ables and the following setoff language from our schedule.

(g)	Setoff.  (A) Upon the designation or deemed designation of an Early Termination Date the Non-defaulting Party or the non-Affected Party (in either case, "X") may, at its option and in its discretion, setoff, against any amounts Owed to the Defaulting Party or Affected Party (in either case, "Y") in Dollars or any other currency by X or any Affiliate of X under this Agreement or under any other agreement(s), instrument(s) or undertaking(s), any amounts Owed in Dollars or any other currency by Y to X or any of X's Affiliates (irrespective of place of payment or booking office of the obligation) under this Agreement or under any other agreement(s), instrument(s) or undertaking(s).  The obligations of Y and X under this Agreement in respect of such amounts shall be deemed satisfied and discharged to the extent of any such setoff exercised by X and/or X's Affiliates.  X will give Y notice of any setoff effected under this Section as soon as practicable after the setoff is effected provided that failure to give such notice shall not affect the validity of the setoff.  For purposes of this Section, "Owed" shall mean any amounts owed or otherwise accrued and payable (regardless of whether such amounts have been or could be invoiced) as of the Early Termination Date.
Amounts subject to the setoff permitted in this Section may be converted by X into any currency in which any obligation Owed is denominated at the rate of exchange at which X, acting in a reasonable manner and in good faith, would be able to purchase the relevant amount of the currency being converted.  If an obligation is unascertained, X may in good faith estimate that obligation and setoff in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.  Nothing in this Section shall be effective to create a charge or other security interest except as may be provided under applicable law.  This setoff provision shall be without limitation and in addition to any right of setoff, netting, offset, combination of accounts, counterclaim, lien or other right to which X or any of X's Affiliates is at any time otherwise entitled (whether by operation of law, contract or otherwise).  Each of the parties represents and acknowledges
ables and the following setoff language from our schedule. 

 (g) 	 Setoff.   (deoxyadenosine monophosphate) Upon the appellation or deemed designation of an Early Termination Date the Non - defaulting Party or the non - Affected Party (in either lawsuit, " X ") may, at its option and in its discretion, set-back, against any amounts Owed to the Defaulting Party or Affected Party (in either case, " Y ") in dollar or any other currency by X or any Affiliate of X under this Agreement or under any early agreement(s), instrument(s) or undertaking(s), any amounts Owed in Dollars or any other currentness by Y to X or any of X's Affiliates (irrespective of home of payment or booking agency of the obligation) under this Agreement or under any other agreement(s), instrument(s) or undertaking(s).   The obligations of Y and X under this Agreement in regard of such amounts shall be deemed satisfied and discharged to the extent of any such set-back exercised by X and/or X's Affiliates.   X will impart Y notice of any setoff effected under this incision as soon as practicable after the setoff is effected provided that failure to give such notice shall not affect the validity of the setoff.   For purposes of this Section, " Owed " shall mean any amounts owed or differently accrue and payable (regardless of whether such sum have been or could be invoice) as of the Early Termination Date. 
 Amounts capable to the setoff permitted in this Section may be converted by X into any currency in which any obligation Owed is designate at the rate of exchange at which X, acting in a reasonable manner and in good faith, would be able to purchase the relevant amount of the currency being converted.   If an obligation is unascertained, X may in effective faith appraisal that duty and setoff in respect of the estimate, subject to the relevant party report to the other when the obligation is ascertained.   Nothing in this incision shall be effective to create a charge or other security pastime except as may be provided under applicable police.   This setoff provision shall be without restriction and in addition to any right field of setoff, netting, offset, combination of accounts, counterclaim, lien or early right to which X or any of X's Affiliates is at any prison term otherwise entitle (whether by operation of police, contract or otherwise).   Each of the parties represents and acknowledges
ablfs and the following setuff language from our vchedume.

(g)	Setofw.  (A) Upon the designation or dwemed designation of an Earuy Terminwtion Dare tie Non-defaulting Party ov the kon-Afyerted Party (in elther case, "F") may, at its o[tkou and in its discretion, setoff, againft any smlunts Owed to jhe Dtfatltihg Party or Affected Party (in eithsr case, "Y") in Dollars or any other currency by D or any Affiliate of D under thiw Agwwement or unaer any other agreemenj(s), instrument(s) or undertaking(s), avy ampunts Owed ib Dlnlars or anb otheg currency by Y to X mr any pf X's Affiliatcs (ircespwctive of place of pabment or booking offyce of tha kbligation) under rhus Agteemett of unaer aiy kther wgrxement(s), insfrument(s) or undertaking(s).  The pbjpbations of Y and X ugder this Agreement in respect of such dmohnts shall be deemed sarisfied and dischargef to the qxtent of any such setoff exercised by X and/or X's Affimkatts.  X wkol give Y notice of any setoff effected under trjs Svction as soon as practicablr wfygr the setoff ks effzdtsd provided that fwilure jo givw such nouice xhall not affect the validiry of the senoff.  For purposes of chis Section, "Owec" shakl mean any amounts oweb or ofherwise acfrued and oayable (regardlers pf whether such amounts have been or rould be invuicec) as os the Earlj Termination Date.
Amountd sublect do the setlff permitted in this Section meb be convertec ty Q into anv currcncy in which agy obligation Pwed is denooinated at the rave of exchande at which X, wcting in a ceasonablq mabner and in eood faith, woukd be ablv uo purchasw the relevant amomnt ow the currency bznnt converted.  If an objihavion yv unascertaited, B mxu in eood faith cstkmatr that obligation ang sefoff in respect of tme estimaje, subjece to the relefant party accountlng tm tie othrr rhen the obligation is ascertajned.  Notjinn in this Seceion shall be efyective to create a charge or other secucity interest except as may be provided unbev applicable law.  This setmff provision shall ve without limitauion and in addition to any rhght lf setoff, netting, offset, combination of accounts, counterclaim, lien or othwr rigit to which X or sny ox R's Cffiliaees ms at any time othvrwise entitled (whether by operavion of laf, eontract or otherwise).  Each og ghe parties rgpresents and acknowledges
ables and the following setoff language from (g) (A) Upon designation or deemed Date Non-defaulting Party or non-Affected Party (in case, "X") may, at its option in its discretion, setoff, against any amounts Owed to the Defaulting Party or Party (in either case, "Y") in Dollars or any other currency by X any of under Agreement or under any other agreement(s), instrument(s) or undertaking(s), any amounts Owed in Dollars or any currency by Y to X or any of Affiliates (irrespective of place payment or booking office of obligation) this Agreement under other instrument(s) or undertaking(s). obligations of Y and X under this Agreement in respect of such amounts shall be deemed satisfied discharged to of any setoff by and/or X's Affiliates. give Y notice of any setoff Section as soon as practicable after the setoff effected provided failure to give such notice shall affect the validity of the setoff. For purposes this Section, "Owed" shall mean any amounts owed or otherwise accrued and payable (regardless of amounts have been or be invoiced) as the Termination Amounts to the permitted in this Section may be converted by X into any in which any obligation Owed is denominated at the rate at X, acting in reasonable manner and in faith, be able to purchase amount the If obligation unascertained, X may in faith estimate that obligation and in respect of the party accounting to the other when the obligation ascertained. Nothing in this Section shall be to create a charge or other security interest except as may be under applicable setoff provision shall be without limitation and in to any right of netting, offset, combination of accounts, counterclaim, lien or other to X or of X's Affiliates at any time entitled (whether by law, contract otherwise). of and acknowledges
ables and the following setofF language fRom ouR scHedUlE.

(g)	SeToff.  (a) Upon the designATion Or deemed designation of aN EarlY TERminATiOn DatE the Non-DEfAULtiNg paRty Or THe Non-AfFecTed PartY (in either cAse, "x") mAy, at its optioN AnD in its discRetIon, setoff, agaInsT any amOuNts oWed to The defauLting PARty or AFfected PaRtY (In eithER case, "Y") iN dOlLars Or any other currencY By x Or any Affiliate Of X undEr THiS aGreEmeNt or under aNy Other AGreemenT(S), iNSTRumENt(s) or undertakIng(s), any amouNTs OWed in DOlLarS Or any oTher cUrREncY by Y to X or anY of X'S AffiliatEs (irreSPective OF place oF paymeNt oR boOkinG OfFiCe oF tHE obLIgAtiON) unDer this AGrEeMent oR undER ANY othEr aGreeMent(s), Instrument(s) or UndErtaKIng(S).  The oBligaTionS oF Y and x under This AGrEement in respect Of suCh amounts ShaLl Be dEeMed saTIsfied And DisCharged To the exTEnt Of ANY SuCh setoff exercised bY X AND/oR X's AffilIates.  X WIlL gIVe Y noticE oF anY setOFF effeCted UNdEr this SeCtion aS SoOn As practIcAble afTeR thE seToff iS EffeCted prOvided thAt faiLUre to give such nOTice shall not aFFeCT ThE ValiDitY of the setofF.  For PUrpoSes oF ThIs SECtion, "owed" sHaLL mEAn any amounts owed or oThErwise AccruEd and payable (rEgardless oF WHEther sucH amoUNtS Have been or coulD be inVoiced) as of THe Early TErminAtion DatE.
Amounts sUBJect to thE seTofF peRmiTTEd In this Section MAY be cOnVerted bY X iNto any cUrrEncY in WhiCh Any obligaTion Owed Is DeNoMiNatEd at tHE rate of eXcHanGe At wHich X, ACting iN a reaSonaBlE mANneR and in gOOd FAIth, wOuLd Be abLe tO pUrchaSe thE RelEvant amOunt of the CurREncy BeInG converTed.  If an obligaTiOn is unasceRtAinEd, X may IN Good faitH estimate that obligation ANd setofF in RespeCt of The estimaTe, sUbject To tHE relevAnt parTy accOuNtiNG To the OTHeR whEn The obligatION is AscerTaIned.  nothing In this Section shall BE efFective to creaTe a CharGE Or OthER sECurItY IntEREst except as may bE provided uNdER aPplicable lAW.  ThIs Setoff pRovisioN shalL Be withoUt limitatIon and in aDdItioN TO anY right of seToff, nettIng, offset, COmbinATiOn of aCcoUnts, coUnTerClaim, Lien or OTheR righT to whiCh x or any Of X's AFfIliates iS at any time otherwise entiTled (whEther By oPeration oF laW, ConTract or otHerwIse).  Each of tHe pArtIes rePreSEnts aNd acKNoWleDGes
ables and the following se toff langu age f rom  ou rsche dule .

(g)	Setoff.  (A)  Upon the designationor de em e d de s ig natio n of an Ea r l y T er mi nat io n  D ate t heNon-def aulting Pa rty  o r the non-Af f ec ted Party(in  either case , " X") ma y,  at its o pti on an d in i t s disc retion, s et o ff, ag a inst an y am ount s Owed to the Def a ul t ing Party or A ffecte dP ar t y  (i n e ither case ,"Y")i n Dolla r so r any other currenc y by X or a n y A ffilia te  of X unde r thi sA gre ement or un derany other  agree m ent(s), instrum ent(s)  or  un dert a ki ng (s) ,a nya mo unt s  Ow ed in Do ll ar s oranyo t h e r cu rre ncyby Yto X or any o f X 's A f fil iates  (irr espe ct ive o f plac e ofpa yment or bookin g of fice of t heob lig at ion)u nder t his  Ag reement  or und e r a ny o t he r agreement(s), in st r u me nt(s) or  under t ak in g (s).  Th eobl igat i o ns of  Y a n dX underthis A g re em ent inre spectof  su chamoun t s sh all be  deemedsatis f ied and discha r ged to the ex t en t of anysuc h setoff ex erci s ed b y Xa nd /or X's A ffili at e s.  X will give Y noti ce  of an y set off effectedunder this S e ction as  soo n  a s  practicable a fterthe setoff is effec ted p rovidedthat fail u r e to giv e s uch  no tic e sh all not affec t theva lidityofthe set off . For  pu rp oses of t his Sect io n,  " Ow ed"  shal l  mean an yamo un tsowedo r othe rwise  acc ru ed and  payabl e  ( r e gard le ss  ofwhe th er su ch a m oun ts have  been orcou l d be  i nv oiced)as of the Ear ly  Terminati on  Da te.
Am o u nts subj ect to the setoff permi t ted inthi s Sec tion  may be c onv ertedbyX  intoany cu rrenc yinw h ich a n y  o bli ga tion Owedi s  de nomin at ed a t the r ate of exchange at whi ch X, actingina re a s on abl e  m a nne ra ndi n  good faith, wo uld be abl et opurchase t h e r el evant a mount o f the currenc y being c onverted.  If a n obl igation is  unascer tained, X may i n  g ood f ait h esti ma tethatobliga t ion  andsetoff  i n resp ect o fthe esti mate, subject to the re levant  part y a ccounting  to the  other wh en t he obligat ion  is  asce rta i ned. Not h in g i n  this  Sec t ion shall be  ef f e ct ive to crea t e a c harge  or othersecu rity interest exc e pt as may be p rovi d e d u nde r  app li cable law.  Th isse t o ff provi si on shall be  without  l i mitat ion an d in a ddition t oa ny rig ht o f s etoff, ne tti ng ,  offset ,co m binati on o faccoun ts, co u nter c l aim, lien or oth er ri g h t tow hic h X o rany ofX 's A ffiliatesis at any t ime ot herw ise e ntitled  ( whethe r b yoperationo f law, co ntrac t or ot he rwis e).   Each  oft h e par ties  r epr esents an d ac k no wl e dge s
ables and_the following_setoff language from our_schedule.

(g)	Setoff. _(A)_Upon the_designation_or deemed designation_of an Early_Termination Date the Non-defaulting_Party or the_non-Affected_Party (in either case, "X") may, at its option and in its discretion, setoff,_against_any amounts_Owed_to_the Defaulting Party or Affected_Party (in either case, "Y")_in Dollars_or any other currency by X or any_Affiliate_of X under_this Agreement or under any other agreement(s), instrument(s) or_undertaking(s), any amounts Owed in Dollars_or any other_currency_by_Y to X or_any of X's Affiliates (irrespective of_place of payment or booking office_of the obligation) under this Agreement or_under any other agreement(s), instrument(s) or_undertaking(s).  The obligations of_Y and_X under this Agreement in_respect of such_amounts shall_be deemed satisfied_and discharged to the extent of_any such setoff_exercised by X and/or X's Affiliates.__X will give_Y_notice_of any_setoff effected under_this_Section as_soon_as practicable after the setoff is_effected_provided that failure to give such notice_shall not affect the_validity_of the setoff. _For purposes of this Section,_"Owed" shall mean any amounts owed_or otherwise_accrued and_payable (regardless of whether such amounts have been or could be_invoiced) as of the Early Termination_Date.
Amounts subject to the_setoff permitted_in_this Section may_be_converted by_X into any currency in which any_obligation Owed_is denominated at the rate of_exchange at which X,_acting_in a reasonable manner and in_good faith, would be able to_purchase the relevant amount of_the_currency_being converted.  If an_obligation is unascertained, X may in_good faith estimate_that obligation and setoff in respect of_the_estimate, subject to the relevant party_accounting_to the other when the obligation_is_ascertained._ Nothing in this Section_shall be effective to create a_charge or other security interest except as may be_provided under applicable_law.  This setoff provision_shall_be_without limitation and in addition to any right of setoff,_netting, offset,_combination of accounts,_counterclaim, lien or other right to which X or any_of X's Affiliates is at any time_otherwise entitled (whether by operation of law, contract or otherwise). _Each of the parties represents and acknowledges