Equalization Provision. Each Bank agrees with the other Banks that if it, at any time, shall obtain any Advantage over the other Banks or any thereof in respect of the Debt (except as to Swing Loans and except under Article III hereof), it shall purchase from the other Banks, for cash and at par, such additional participation in the Debt as shall be necessary to nullify the Advantage. If any such Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Bank) ratably to the extent of the recovery. Each Bank further agrees with the other Banks that if it at any time shall receive any payment for or on behalf of any Borrower on any indebtedness owing by such Borrower to that Bank by reason of offset of any deposit or other indebtedness, it will apply such payment first to any and all Debt owing by such Borrower to that Bank (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Each Borrower agrees that any Bank so purchasing a participation from the other Banks or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank was a direct creditor of such Borrower in the amount of such participation.
Equalization Provision. Each Bank agrees with the other Banks that if it at any time shall obtain any Advantage over the other Banks or any thereof in respect of Borrower’s Debt to the Banks including without limitation in respect of the Letters of Credit listed on Exhibit C attached hereto (except as to Swing Loans prior to the Agent’s giving of notice to participate and under Sections 4.06, 4.07, 4.08, 4.09, 4.10 and/or 4.11 hereof), it will purchase from the other Banks, for Cash and at par, such additional participation in Borrower’s Debt to the Banks as shall be necessary to nullify the Advantage. If any said Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Bank receiving the Advantage each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Bank) ratably to the extent of the recovery. Each Bank further agrees with the other Banks that if it at any time shall receive any payment from or on behalf of Borrower on any Indebtedness owing by the Borrower to that Bank by reason of offset as permitted by Section 11.04 hereof, it will apply such payment first to any and all Debt owing by Borrower to that Bank pursuant to this Agreement (including, without limitation, any participation purchased or to be purchased pursuant to this Section 12.13) until Borrower’s Debt has been paid in full. The Borrower agrees that any Bank so purchasing a participation from the other Banks pursuant to this Section may exercise all its rights of payment (including such right of set-off) with respect to such participation as fully as if such Bank were a direct creditor of the Borrower in the amount of such participation.
Equalization Provision. (a) Prior to the Activation Date, each Bank (other than a Canadian Bank) agrees with the other Banks that if it, at any time, shall obtain any Advantage over the other Banks (other than the Canadian Banks), or any thereof, in respect of the Debt (except under Article III hereof), it shall purchase from such other Banks, for cash and at par, such additional participation in the Debt as shall be necessary to nullify the Advantage.
(b) On and after the Activation Date, (i) only the Domestic Banks shall be obligated, upon the terms and conditions set forth in this Agreement, to fund Revolving Loans, participate in the issuance of Letters of Credit, and, upon the request of Agent, participate in the issuance of Swing Loans, and (ii) only the Canadian Banks shall be obligated, upon the terms and conditions set forth in this Agreement, to fund CAD Loans; provided that, notwithstanding the foregoing obligations or lack thereof on the part of any Domestic Bank or Canadian Bank and anything in this Agreement to the contrary notwithstanding, on or after the Activation Date upon the earlier of (A) the occurrence of an Event of Default specified in Section 7.11 hereof, or (B) the acceleration of the Debt pursuant to Section 8.2 hereof (hereinafter, an "Equalization Event"), each Domestic Bank and Canadian Bank agrees with the other Domestic Banks and Canadian Banks that if it, at any time, shall obtain any Advantage over the other Domestic Banks and Canadian Banks, or any thereof, in respect of the Debt (except under Article III hereof) then outstanding (as calculated, with respect to the outstanding CAD Loans and any other amounts outstanding with respect to the Canadian Commitments, using the Dollar Equivalent in effect on the Equalization Date, as hereinafter defined), then such Bank having an Advantage shall purchase from the other Domestic Banks and Canadian Banks, for cash and at par, such additional participation in the Debt as shall be necessary to nullify the Advantage. For purposes of determining whether or not an Advantage exists after an Equalization Event has occurred, Agent shall, as of the date that the Equalization Event occurs (the "Equalization Date"),
(i) convert the aggregate amount of the Canadian Commitments to the Dollar Equivalent (using the Dollar Equivalent in effect on the Closing Date) for such amount (the "Converted Amount");
(ii) convert the amount of the Canadian Commitment of each Canadian Bank to the Dollar Equivalent (using the Dollar ...
Equalization Provision. (a) Equalization Prior to an Equalization Event. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other Lenders or any thereof in respect of the Applicable Debt (except as to (i) Swing Loans, (ii) any Special Foreign Commitment, and (iii) amounts under Article III hereof), such Lender shall purchase from the other Lenders, for cash and at par, such additional participation in the Applicable Debt as shall be necessary to nullify the Advantage.
Equalization Provision. (a) Equalization Within Commitments Prior to an Equalization Event. Each Revolving Lender agrees with the other Revolving Lenders that if it, at any time, shall obtain any Advantage over the other Revolving Lenders, or any thereof, in respect of the Applicable Debt (except as to Swing Loans and amounts under Article III hereof), such Revolving Lender shall purchase from the other Revolving Lenders, for cash and at par, such additional participation in the Applicable Debt as shall be necessary to nullify the Advantage. Each Term A Lender agrees with the other Term A Lenders that if it, at any time, shall obtain any Advantage over the other Term A Lenders, or any thereof, in respect of the Applicable Debt (except as to amounts under Article III hereof), such Term A Lender shall purchase from the other Term A Lenders, for cash and at par, such additional participation in the Applicable Debt as shall be necessary to nullify the Advantage. Each Term B Lender agrees with the other Term B Lenders that if it, at any time, shall obtain any Advantage over the other Term B Lenders, or any thereof, in respect of the Applicable Debt (except as to amounts under Article III hereof), such Term B Lender shall purchase from the other Term B Lenders, for cash and at par, such additional participation in the Applicable Debt as shall be necessary to nullify the Advantage.
Equalization Provision. (a) Each Bank agrees with the other Banks that if it, at any time, shall obtain any Advantage over the other Banks, or any thereof, in respect of the Debt, it shall purchase from such other Banks, for cash and at par, such additional participation in the Debt as shall be necessary to nullify the Advantage.
(b) Each Bank further agrees with the other Banks that if it any time shall receive any payment for or on behalf of U.S. Borrower or any Indebtedness owing by U.S. Borrower to that Bank by reason of offset of any deposit or other Indebtedness, it will apply such payment first to any and all Indebtedness owing by U.S. Borrower to that Bank pursuant to this Agreement (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). U.
Equalization Provision. 7273 ARTICLE IX.
Equalization Provision. Each Bank agrees with the other Banks that if it, at any time, shall obtain any Advantage over the other Banks or any thereof in respect of the Debt (except under Article III hereof), it shall purchase from the other Banks, for cash and at par, such additional participation in the Debt as shall be necessary to nullify the Advantage. If any such Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the
Equalization Provision. Each Bank agrees with the other Banks that if it, at any time, shall obtain any Advantage over the other Banks or any thereof in respect of the Debt (except as to Swing Loans as set forth in subpart 2 of Section 2.1A hereof or subpart 2 of Section 2.1B hereof and except under Article III hereof), it shall purchase from the other Banks, for cash and at par, such additional participation in the Applicable Debt as shall be necessary to nullify the Advantage. If any such Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Bank) ratably to the extent of the recovery. Each Bank further agrees with the other Banks that if it at any time shall receive any payment for or on behalf of Borrower on any indebtedness owing by Borrower to that Bank by reason of offset of any deposit or other indebtedness, it will apply such payment first to any and all Debt owing by Borrower to that Bank (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement), subject to the Payment Conditions. Borrower agrees that any Bank so purchasing a participation from the other Banks or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank was a direct creditor of Borrower in the amount of such participation.
8. The Credit Agreement is hereby amended to delete SCHEDULE 1 thereof in its entirety and to insert in place thereof a new SCHEDULE 1, in the form of SCHEDULE 1 attached hereto.
9. Concurrently with the execution of this First Amendment Agreement, Borrower shall:
(a) pay to Agent an amendment fee, which shall be applied on a Pro Rata Basis, to each Bank with a Tranche B Commitment, in an amount equal to ten (10) basis points times the amount of each such Bank's Tranche B Commitment;
(b) cause each Guarantor of Payment to consent and agree to and acknowledge the terms of this First Amendment Agreement; and
(c) pay all legal fees and expenses of Agent in connection with this First Amendment Agreement.
10. Borrower hereby represents and warrants to Agent and the Banks ...
Equalization Provision
