Common use of Equalization Provision Clause in Contracts

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt (except under Article III hereof), it shall purchase from the other applicable Lenders, 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aforesaid shall be recovered in whole or in part from the Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers on any Indebtedness owing by Borrowers to that Lender by reason of offset of any deposit or other Indebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree that any Lender so purchasing a participation from the other Lenders 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 Lender was a direct creditor of Borrowers in the amount of such participation.

Equalization Provision. Each Lender Bank agrees with the other Lenders Banks that if it, at any time, shall obtain any Advantage over the other applicable Lenders Banks or any thereof in respect of the Applicable Debt (except as to Swing Loans and except under Article III hereof), it shall purchase from the other applicable LendersBanks, 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shall be recovered in whole or in part from the Lender Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such LenderBank) Ratably ratably to the extent of the recovery. Each Lender Bank further agrees with the other Lenders Banks that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender Bank by reason of offset of any deposit or other Indebtednessindebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers Borrower to that Lender Bank (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree Borrower agrees that any Lender Bank so purchasing a participation from the other Lenders Banks or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender Bank was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt Obligations (except as to Swing Loans and Letters of Credit prior to Agent’s giving of notice to participate and except under Article III hereof), it shall purchase from the other applicable Lenders, for cash and at par, such additional participation in the Debt Obligations 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender (whether by realization upon security, by reason of offset of any deposit or other Indebtednessindebtedness, by counterclaim or cross-action or by the enforcement of any right under any Loan Document), it will apply such payment first to any and all Applicable Debt Obligations owing by Borrowers Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree Borrower agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section may exercise all of its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt (except as to Swing Loans and except under Article III hereof), it shall purchase from the other applicable Lenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender by reason of offset of any deposit or other Indebtednessindebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree Borrower agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender Bank agrees with the other Lenders Banks that if it, at any time, shall obtain any Advantage over the other applicable Lenders Banks or any thereof in respect of the Applicable Debt (except under Article III hereofhereof and except as to Competitive Bid Loans), it shall purchase from the other applicable LendersBanks, 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 Lender Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender Bank receiving the Advantage is required to pay interest on the Advantage to the Person person recovering the Advantage from such LenderBank) Ratably ratably to the extent of the recovery. Each Lender Bank further agrees with the other Lenders Banks that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender Bank by reason of offset of any deposit or other Indebtednessindebtedness, it will apply such payment first to any and all Applicable Debt indebtedness owing by Borrowers Borrower to that Lender 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). Borrowers agree Borrower agrees that any Lender Bank so purchasing a participation from the other Lenders Banks or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender Bank was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt (except as to Swing Loans and Letters of Credit prior to Agent's giving of notice to participate and except under Article III hereof), it shall purchase from the other applicable Lenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other Indebtednessindebtedness, by counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise), it will apply such payment first to any and all Applicable Debt owing by Borrowers Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree Borrower agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section may exercise all of its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender Bank agrees with the other Lenders Banks that if it, it at any time, time shall obtain any Advantage over the other applicable Lenders Banks or any thereof in respect of Borrower’s Debt to the Applicable Debt 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 Article III Sections 4.06, 4.07, 4.08, 4.09, 4.10 and/or 4.11 hereof), it shall will purchase from the other applicable LendersBanks, for cash Cash and at par, such additional participation in Borrower’s Debt to the Debt Banks as shall be necessary to nullify the Advantage. If any such said Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Lender Bank receiving the Advantage, Advantage each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such LenderBank) Ratably ratably to the extent of the recovery. Each Lender Bank further agrees with the other Lenders Banks that if it at any time shall receive any payment for from or on behalf of Borrowers Borrower on any Indebtedness owing by Borrowers the Borrower to that Lender Bank by reason of offset of any deposit or other Indebtednessas permitted by Section 11.04 hereof, it will apply such payment first to any and all Applicable Debt owing by Borrowers Borrower to that Lender 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)12.13) until Borrower’s Debt has been paid in full. Borrowers agree The Borrower agrees that any Lender Bank so purchasing a participation from the other Lenders or any thereof Banks pursuant to this Section may exercise all its rights of payment (including the such right of set set-off) with respect to such participation as fully as if such Lender was Bank were a direct creditor of Borrowers the Borrower in the amount of such participation.

Equalization Provision. Each Lender Bank agrees with the other Lenders Banks that if it, it at any time, time shall obtain any Advantage over the other applicable Lenders Banks or any thereof in respect of Borrower’s Debt to the Applicable Debt Banks including without limitation in respect of the letters of credit described in Schedule 3.01 hereof (except as to Swing Loans prior to the Agent’s giving of notice to participate and under Article III Sections 4.06, 4.07, 4.08, 4.09, 4.10 and/or 4.11, hereof), it shall will purchase from the other applicable LendersBanks, for cash and at par, such additional participation in Borrower’s Debt to the Debt Banks as shall be necessary to nullify the Advantage. If any such said Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Lender Bank receiving the Advantage, Advantage each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such LenderBank) Ratably ratably to the extent of the recovery. Each Lender Bank further agrees with the other Lenders Banks that if it at any time shall receive any payment for from or on behalf of Borrowers Borrower on any Indebtedness owing by Borrowers the Borrower to that Lender Bank by reason of offset of any deposit or other Indebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers Borrower to that Lender 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)12.13) until Borrower’s Debt has been paid in full. Borrowers agree The Borrower agrees that any Lender Bank so purchasing a participation from the other Lenders or any thereof Banks pursuant to this Section may exercise all its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was Bank were a direct creditor of Borrowers the Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt Obligations (except as to Swing Loans and Letters of Credit prior to Agent’s giving of notice to participate and except under Article III hereof), it shall purchase from the other applicable Lenders, for cash and at par, such additional participation in the Debt Obligations 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness owing by Borrowers Borrower pursuant to that Lender this Agreement (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other Indebtednessindebtedness, by counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise), it will apply such payment first to any and all Applicable Debt Obligations owing by Borrowers Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Borrowers agree Borrower agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt (except under Article III hereof), it shall purchase from the other applicable Lenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender by reason of offset of any deposit or other Indebtednessindebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree Borrower agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt (except as to Swing Loans and except under Article III hereof), it shall purchase from the other applicable Lenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender by reason of offset of any deposit or other Indebtednessindebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree Borrower agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set offset‑off) with respect to such participation as fully as if such Lender was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt Obligations (except as to Swing Loans and Letters of Credit prior to Agent's giving of notice to participate and except under Article III hereof), it shall purchase from the other applicable Lenders, for cash and at par, such additional participation in the Debt Obligations 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers any Borrower on any Indebtedness indebtedness owing by Borrowers any Borrower to that Lender pursuant to this Agreement (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other Indebtednessindebtedness, by counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise), it will apply such payment first to any and all Applicable Debt Obligations owing by Borrowers such Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Borrowers agree Each Credit Party agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was were a direct creditor of Borrowers such Credit Party in the amount of such participation.

Equalization Provision. Each Lender Bank agrees with the other Lenders Banks that if it, at any time, shall obtain any Advantage over the other applicable Lenders Banks or any thereof in respect of the Applicable 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 applicable LendersBanks, 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 Lender Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such LenderBank) Ratably ratably to the extent of the recovery. Each Lender Bank further agrees with the other Lenders Banks that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender Bank by reason of offset of any deposit or other Indebtednessindebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers Borrower to that Lender 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. Borrowers agree Borrower agrees that any Lender Bank so purchasing a participation from the other Lenders Banks or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender Bank was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt Obligations (except under Article III hereof), it shall purchase from the other applicable Lenders, for cash and at par, such additional participation in the Debt Obligations 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness owing by Borrowers Borrower to that Lender (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other Indebtednessindebtedness, by counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise), it will apply such payment first to any and all Applicable Debt Obligations owing by Borrowers Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.4 or any other Section of this Agreement). Borrowers agree Each Credit Party agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section 8.4 may exercise all of its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was were a direct creditor of Borrowers such Credit Party in the amount of such participation.

Equalization Provision. Each Lender Bank agrees with the other Lenders Banks that if it, it at any time, time shall obtain any Advantage over the other applicable Lenders Banks or any thereof in respect of Borrower’s Debt to the Applicable Debt 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 Article III Sections 4.06, 4.07, 4.08, 4.09, 4.10 and/or 4.11 hereof), it shall will purchase from the other applicable LendersBanks, for cash Cash and at par, such additional participation in Borrower’s Debt to the Debt Banks as shall be necessary to nullify the Advantage. If any such said Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Lender Bank receiving the Advantage, Advantage each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such LenderBank) Ratably ratably to the extent of the recovery. Each Lender Bank further agrees with the other Lenders Banks that if it at any time shall receive any payment for from or on behalf of Borrowers Borrower on any Indebtedness owing by Borrowers the Borrower to that Lender Bank by reason of offset of any deposit or other Indebtednessas permitted by Section 11.04 hereof, it will apply such payment first to any and all Applicable Debt owing by Borrowers Borrower to that Lender 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)12.13) until Borrower’s Debt has been paid in full. Borrowers agree The Borrower agrees that any Lender Bank so purchasing a participation from the other Lenders or any thereof Banks pursuant to this Section may exercise all its rights of payment (including the such right of set offset‑off) with respect to such participation as fully as if such Lender was Bank were a direct creditor of Borrowers the Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt Obligations (except as to Swing Loans and Letters of Credit prior to Agent’s giving of notice to participate and except under Article III hereof), it shall purchase from the other applicable Lenders, for cash and at par, such additional participation in the Debt Obligations 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness owing by Borrowers Borrower pursuant to that Lender this Agreement (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other Indebtednessindebtedness, by counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise), it will apply such payment first to any and all Applicable Debt Obligations owing by Borrowers Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Borrowers agree Each Credit Party agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was were a direct creditor of Borrowers such Credit Party in the amount of such participation.

Equalization Provision. Each Lender Bank agrees with the other Lenders Banks that if it, it at any time, time shall obtain any Advantage over the other applicable Lenders Banks or any thereof in respect of Borrower's Debt to the Applicable Debt Banks including without limitation in respect of the letters of credit described in Schedule 3.06 hereof (except under Article III Sections 4.06, 4.07, 4.08, 4.09, 4.10 and/or 4.11, hereof), it shall will purchase from the other applicable LendersBanks, for cash and at par, such additional participation in Borrower's Debt to the Debt Banks as shall be necessary to nullify the Advantage. If any such said Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Lender Bank receiving the Advantage, Advantage each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such LenderBank) Ratably ratably to the extent of the recovery. Each Lender Bank further agrees with the other Lenders Banks that if it at any time shall receive any payment for from or on behalf of Borrowers Borrower on any Indebtedness owing by Borrowers the Borrower to that Lender Bank by reason of offset of any deposit or other Indebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers Borrower to that Lender 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)12.12) until Borrower's Debt has been paid in full. Borrowers agree The Borrower agrees that any Lender Bank so purchasing a participation from the other Lenders or any thereof Banks pursuant to this Section may exercise all its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was Bank were a direct creditor of Borrowers the Borrower in the amount of such participation.

Equalization Provision. Each Lender Bank agrees with the other Lenders Banks that if it, at any time, shall obtain any Advantage over the other applicable Lenders Banks or any thereof in respect of the Applicable Debt (except as to Swing Loans prior to Agent's giving of notice to participate and except under Article III hereof), it shall purchase from the other applicable LendersBanks, 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 Lender Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such LenderBank) Ratably ratably to the extent of the recovery. Each Lender Bank further agrees with the other Lenders Banks that if it at any time shall receive any payment for or on behalf of Borrowers any Borrower on any Indebtedness indebtedness owing by Borrowers any Borrower to that Lender Bank (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other Indebtednessindebtedness, by counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise) it will apply such payment first to any and all Applicable Debt owing by Borrowers such Borrower to that Lender Bank (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree Each Borrower agrees that any Lender Bank so purchasing a participation from the other Lenders Banks or any thereof pursuant to this Section may exercise all of its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender Bank was a direct creditor of Borrowers such Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt Obligations (except as to Swing Loans and Letters of Credit prior to Agent’s giving of notice to participate and except under Article III hereof), it shall purchase from the other applicable Lenders, for cash and at par, such additional participation in the Debt Obligations 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers any Borrower on any Indebtedness owing by Borrowers any Borrower to that Lender (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other Indebtednessindebtedness, by counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise) it will apply such payment first to any and all Applicable Debt Obligations owing by Borrowers such Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Borrowers agree Each Credit Party agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was were a direct creditor of Borrowers such Credit Party in the amount of such participation.

Equalization Provision. Each Lender Bank agrees with the other Lenders Banks that if it, at any time, shall obtain any Advantage over the other applicable Lenders Banks or any thereof in respect of the Applicable Debt (except as to Swing Loans prior to Agent's giving of a notice to participate and except under Article III hereof), it shall purchase from the other applicable LendersBanks, 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 Lender Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such LenderBank) Ratably ratably to the extent of the recovery. Each Lender Bank further agrees with the other Lenders Banks that if it at any time shall receive any payment for or on behalf of Borrowers any Borrower on any Indebtedness indebtedness owing by Borrowers to that Lender Bank by reason of offset of any deposit or other Indebtednessindebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers such Borrower to that Lender Bank (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree Each Borrower agrees that any Lender Bank so purchasing a participation from the other Lenders Banks or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender Bank was a direct creditor of Borrowers such Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt (except as to Swing Loans and except under Article III hereof), it shall purchase from the other applicable Lenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender by reason of offset of any deposit or other Indebtednessindebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree Borrower agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section may exercise all its rights of payment (including Table of Contents the right of set set-off) with respect to such participation as fully as if such Lender was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt Obligations (except as to Swing Loans and Letters of Credit prior to Agent’s giving of notice to participate and except under Article III hereof), it shall purchase from the other applicable Lenders, for cash and at par, such additional participation in the Debt Obligations 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other Indebtednessindebtedness, by counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise), it will apply such payment first to any and all Applicable Debt Obligations owing by Borrowers Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree Borrower agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section may exercise all of its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt (except under Article ‎Article III hereof), it shall purchase from the other applicable Lenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender by reason of offset of any deposit or other Indebtednessindebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree Borrower agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender Bank agrees with the other Lenders Banks that if it, at any time, shall obtain any Advantage over the other applicable Lenders Banks or any thereof in respect of the Applicable 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 applicable LendersBanks, 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 Lender Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such LenderBank) Ratably ratably to the extent of the recovery. Each Lender Bank further agrees with the other Lenders Banks that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender Bank by reason of offset of any deposit or other Indebtednessindebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers Borrower to that Lender Bank (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree Borrower agrees that any Lender Bank so purchasing a participation from the other Lenders Banks or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender Bank was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt (except under Article III hereof), it shall purchase from the other applicable Lenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers on any Indebtedness owing by Borrowers to that Lender by reason of offset of any deposit or other Indebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree that any Lender so purchasing a participation from the other Lenders 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 Lender Xxxxxx was a direct creditor of Borrowers in the amount of such participation.

Equalization Provision. Each Lender Bank agrees with the other Lenders Banks that if it, it at any time, time shall obtain any Advantage over the other applicable Lenders Banks or any thereof in respect of Borrower's Debt to the Applicable Debt Banks including without limitation in respect of the letters of credit described in Schedule 3.06 hereof (except under Article III Sections 4.06, 4.07, 4.08, 4.09, 4.10 and/or 4.11, hereof), it shall will purchase from the other applicable LendersBanks, for cash and at par, such additional participation in Borrower's Debt to the Debt Banks as shall be necessary to nullify the Advantage. If any such said Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Lender Bank receiving the Advantage, Advantage each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such LenderBank) Ratably ratably to the extent of the recovery. Each Lender Bank further agrees with the other Lenders Banks that if it at any time shall receive any payment for from or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender Bank by reason of offset of any deposit or other Indebtednessindebtedness, it will apply such payment first to any and all Applicable Debt indebtedness owing by Borrowers Borrower to that Lender Bank pursuant to this Amended Credit Agreement (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement)12.12) until Borrower's Debt has been paid in full. Borrowers agree Borrower agrees that any Lender Bank so purchasing a participation from the other Lenders Banks or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was Bank were a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt Obligations (except as to Swing Loans and Letters of Credit prior to Agent’s giving of notice to participate and except under Article III hereof), it shall purchase from the other applicable Lenders, for cash and at par, such additional participation in the Debt Obligations 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender pursuant to this Agreement (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other Indebtednessindebtedness, by counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise), it will apply such payment first to any and all Applicable Debt Obligations owing by Borrowers Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Borrowers agree Each Credit Party agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was were a direct creditor of Borrowers such Credit Party in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt Obligations (except as to Swing Loans and Letters of Credit prior to Agent’s giving of notice to participate and except under Article III hereof), it shall purchase from the other applicable Lenders, for cash and at par, such additional participation in the Debt Obligations 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers any Borrower on any Indebtedness owing by Borrowers any Borrower pursuant to that Lender this Agreement (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other Indebtednessindebtedness, by counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise) it will apply such payment first to any and all Applicable Debt Obligations owing by Borrowers such Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Borrowers agree Each Credit Party agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was were a direct creditor of Borrowers such Credit Party in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt (except under Article III hereofhereof or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans), it shall purchase from the other applicable Lenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers on any Indebtedness indebtedness owing by Borrowers to that Lender by reason of offset of any deposit or other Indebtednessindebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrowers agree that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender Xxxxxx was a direct creditor of Borrowers in the amount of such participation.

Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other applicable Lenders or any thereof in respect of the Applicable Debt Obligations (except as to Letters of Credit prior to Agent's giving of notice to participate and except under Article III hereof), it shall purchase from the other applicable Lenders, for cash and at par, such additional participation in the Debt Obligations 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) Ratably ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness owing by Borrowers Borrower to that Lender (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other Indebtednessindebtedness, by counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise), it will apply such payment first to any and all Applicable Debt Obligations owing by Borrowers Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Borrowers agree Borrower agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender Bank agrees with the other Lenders Banks that if it, at any time, shall obtain any Advantage over the other applicable Lenders Banks or any thereof in respect of the Applicable Debt (except as to Swing Loans as set forth in Section 2.1C and except under Article III hereof), it shall purchase from the other applicable LendersBanks, 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 Lender Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender Bank receiving the Advantage is required to pay interest on the Advantage to the Person person recovering the Advantage from such LenderBank) Ratably ratably to the extent of the recovery. Each Lender Bank further agrees with the other Lenders Banks that if it at any time shall receive any payment for or on behalf of Borrowers Borrower on any Indebtedness indebtedness owing by Borrowers Borrower to that Lender Bank by reason of offset of any deposit or other Indebtednessindebtedness, it will apply such payment first to any and all Applicable Debt indebtedness owing by Borrowers Borrower to that Lender 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). Borrowers agree Borrower agrees that any Lender Bank so purchasing a participation from the other Lenders Banks or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender Bank was a direct creditor of Borrowers Borrower in the amount of such participation.

Equalization Provision. Each Lender Bank agrees with the other Lenders Banks that if it, it at any time, time shall obtain any Advantage over the other applicable Lenders Banks or any thereof in respect of Borrower's Debt to the Applicable Debt Banks including without limitation in respect of the letters of credit described in Schedule 3.01 hereof (except under Article III Sections 4.06, 4.07, 4.08, 4.09, 4.10 and/or 4.11, hereof), it shall will purchase from the other applicable LendersBanks, for cash and at par, such additional participation in Borrower's Debt to the Debt Banks as shall be necessary to nullify the Advantage. If any such said Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Lender Bank receiving the Advantage, Advantage each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such LenderBank) Ratably ratably to the extent of the recovery. Each Lender Bank further agrees with the other Lenders Banks that if it at any time shall receive any payment for from or on behalf of Borrowers Borrower on any Indebtedness owing by Borrowers the Borrower to that Lender Bank by reason of offset of any deposit or other Indebtedness, it will apply such payment first to any and all Applicable Debt owing by Borrowers Borrower to that Lender 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)12.13) until Borrower's Debt has been paid in full. Borrowers agree The Borrower agrees that any Lender Bank so purchasing a participation from the other Lenders or any thereof Banks pursuant to this Section may exercise all its rights of payment (including the right of set set-off) with respect to such participation as fully as if such Lender was Bank were a direct creditor of Borrowers the Borrower in the amount of such participation.