Set-Off

Any loss covered under Insuring Agreement 1. will be reduced by a set-off consisting of any amounts owed by you to the "employee" causing the loss.

If an Event of Default occurs and is continuing, each Lender and its affiliates are authorized to set off any deposits or obligations owed to them by the Borrower or any other Loan Party against the obligations of the Borrower or such Loan Party under this agreement, without notice to any Loan Party or other Person, to the fullest extent permitted by applicable law. Any amounts set off shall be paid to the Administrative Agent for further application, and the Defaulting Lender shall provide a statement describing the obligations owed to it as to which it exercised the right of setoff.

If an Event of Default has occurred, Buyer has the right to set-off and apply any amounts due and payable by Seller or Guarantor against any deposits, credits, indebtedness, or claims held by Buyer or its affiliates. Buyer agrees to promptly notify Seller and Guarantor after any set-off and application. Buyer may also retain, suspend payment or performance, or decline to remit any amount or property due to Seller or Guarantor if an Event of Default has occurred.

In addition to any rights and remedies of Buyer hereunder and by law, Buyer shall have the right, without prior notice to Seller, any such notice being expressly waived by Seller to the extent permitted by applicable law, to set-off and appropriate and apply against any Obligation from Seller to Buyer any and all deposits (general or special

Any such set-off shall be without prejudice to the Seller's right to contest or object to the indemnification claim and/or the Claimed Amount pursuant to Article 8 of this Agreement.

Any loss covered under this bond shall be reduced by a set-off consisting of any amount owed to the Employee causing the loss if such loss is covered under Insuring Agreement (A)

Any Early Termination Amount payable to one party (the "Payee") by the other party (the "Payer") will be reduced by its set-off against any other amounts ("Other Amounts") payable by the Payee to the Payer. The Non-defaulting Party or the Non-affected Party may exercise the option to set-off without prior notice to the Defaulting Party or the Affected Party. The set-off may be made in the currency in which the other amount is denominated at the rate of exchange at which such party would be able, in good faith and using commercially reasonable procedures, to purchase the relevant amount of such currency. X will give notice to the other party of any set-off effected under this Section 6(f).

Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Section 9.6 (Joint and Several Obligations), and without prejudice to any other right or remedy it has or may have, the Purchaser may set off or recoup any liability it owes to a Vendor or a Guarantor against any liability for which the Purch

Either Party made deduct or setoff from payments to the other Party under the Agreement any amounts: (1) for which the Party must reimburse the other Party, (2) which a Party pays on the other Party's behalf under the Agreement, or (3) which a Party owes to the other Party under this Agreement or the MESPA for damages for breach of this Agreement or the MESPA, in each case with respect only to amounts that are not in dispute between the Parties under any of the Transaction Documents.

The Secured Obligations will be paid by the Grantors without regard to any equities between the Grantors and the Collateral Agent and/or any Secured Party or any right of set-off or cross-claim. Any indebtedness owing by the Collateral Agent and/or any Secured Party to the Grantors may be set off and applied by the Collateral Agent against the Secured Obligations in accordance with the Credit Agreement.

In addition to any rights and remedies of Agent and Lender provided by this Agreement and by law, the Agent and Lender shall have the right, without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time

The Bank may, at any time and without notice, apply any credit balance to which the Guarantor is entitled on any account with the Bank in or towards satisfaction of the Guaranteed Monies. For this purpose, the Bank is authorised to purchase, at the Exchange Rate, such other currencies as may be necessary to effect such application with the monies standing to the credit of such account.

Any Early Termination Amount payable to one party (the "Payee") by the other party (the "Payer") will be reduced by its set-off against any other amounts ("Other Amounts") payable by the Payee to the Payer. The Non-defaulting Party or the Non-affected Party may exercise the option to set-off without prior notice to the Defaulting Party or the Affected Party. The set-off may be made in the currency in which the other amount is denominated at the rate of exchange at which such party would be able, in good faith and using commercially reasonable procedures, to purchase the relevant amount of such currency. X will give notice to the other party of any set-off effected under this Section 6(f).

Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Section 9.6 (Joint and Several Obligations), and without prejudice to any other right or remedy it has or may have, the Purchaser may set off or recoup any liability it owes to a Vendor or a Guarantor against any liability for which the Purch

Each Borrower shall make all payments hereunder regardless of any counterclaim, compensation or set-off.

Position Holder Trust shall have the right to set-off against any amounts owed to Servicer by it any amounts due from Servicer to it with respect to a finally determined Position Holder Trust Claim.

Lender shall have the right to set-off and appropriate and apply against any amount due and payable by Borrower hereunder any and all deposits, credits, indebtedness or claims held or owing by Lender or any Affiliate thereof to or for the credit or the account of Borrower.

In accordance with Article 411 of the Russian Civil Code, none of the Parties may effect any set-off (whether or not the relevant claims are based on the same grounds and whether or not they have become due and payable), deduction or withholding of any kind (including any present or future taxes, accruals, levies, withholdings or similar charges of any kind).

Notwithstanding anything to the contrary in this Agreement, either Party may at any time deduct and set-off (including a draw on any security held by either Party) against any part of the balance due or to become due to the other Party under this Agreement, including any Delay Liquidated Damages due or accrued but not paid by Contractor to Owner hereunder and any other amounts payable by Contractor to Owner hereunder that are not subject to an unresolved dispute.

If an Event of Default occurs and is continuing, the Revolving Lenders are authorized to set off and apply any deposit held for any Loan Party against any amount due and payable by any Loan Party under the Loan Documents.

The [Guarantor] agrees that the Bank may at any time and without notice to the [Guarantor] set off any liability of the [Guarantor] to the Bank against any liability of the Bank to the [Guarantor], whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Guarantee Agreement. The rights of the Bank under this clause are in addition to any other rights and remedies (including other rights of set-off) that the Bank may have.