Common use of Equalization Provision Clause in Contracts

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as aforesaid shall be recovered in whole or in part from the Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank receiving the Advantage is required to pay interest on the Advantage to the Person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 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as aforesaid shall be recovered in whole or in part from the Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank receiving the Advantage is required to pay interest on the Advantage to the Person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 Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks 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 Banksapplicable 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 Bank Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably Ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders that if it at any time shall receive any payment for or on behalf of any Borrower Borrowers on any indebtedness Indebtedness owing by such Borrower Borrowers to that Bank 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 such Borrower Borrowers to that Bank Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Each Borrower agrees Borrowers agree that any Bank Lender so purchasing a participation from the other Banks 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 Bank Lender was a direct creditor of such Borrower Borrowers 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 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 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 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 indebtedness owing by such 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). 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 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, it at any time, time shall obtain any Advantage over the other Banks or any thereof in respect of Borrower’s Debt to the 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 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 Banks, 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 Bank receiving the Advantage, 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 from or on behalf of any Borrower on any indebtedness Indebtedness owing by such the Borrower to that Bank by reason of offset of any deposit or other indebtednessIndebtedness, it will apply such payment first to any and all Debt owing by such 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)12.13) until Borrower’s Debt has been paid in full. Each The 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 were a direct creditor of such the Borrower in the amount of such participation.

Equalization Provision. Each Bank Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders or any thereof in respect of the 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 BanksLenders, 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 Bank Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders 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 Lender (whether by realization upon security, by reason of offset of any deposit or other indebtedness, 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 Debt Obligations owing by such Borrower to that Bank Lender (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 Lender so purchasing a participation from the other Banks Lenders or any thereof pursuant to this Section may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank Lender 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 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 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 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 the 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), subject to the Tranche D Conditions. 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. 15. The Credit Agreement is hereby amended to delete Section 9.9 therefrom and to insert in place thereof the following:

Equalization Provision. Each Bank Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders or any thereof in respect of the 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 BanksLenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders 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 Lender (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, 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 Debt owing by such Borrower to that Bank Lender (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 Lender so purchasing a participation from the other Banks Lenders or any thereof pursuant to this Section may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank Lender was a direct creditor of such Borrower in the amount of such participation.

Equalization Provision. Each Bank Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders 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 BanksLenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders 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 Lender 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 Lender (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 Lender so purchasing a participation from the other Banks 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 Bank Lender was a direct creditor of such Borrower in the amount of such participation.

Equalization Provision. Each Bank Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders or any thereof in respect of the 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 BanksLenders, 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 Bank Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders that if it at any time shall receive any payment for or on behalf of any Borrower on any indebtedness Indebtedness owing by such Borrower pursuant to that Bank this Agreement (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, 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 Debt Obligations owing by such Borrower to that Bank Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Each Borrower agrees that any Bank Lender so purchasing a participation from the other Banks Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank Lender 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 the Debt (except as to Swing Loans and except under Article III hereofhereof and except as to Competitive Bid Loans), 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 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 indebtedness owing by such 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). 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 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 8.5 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 8.5 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 Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders 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 BanksLenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders 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 Lender 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 Lender (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 Lender so purchasing a participation from the other Banks 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 Bank Lender was a direct creditor of such Borrower in the amount of such participation.

Equalization Provision. Each Bank Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders or any thereof in respect of the 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 BanksLenders, 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 Bank Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders that if it at any time shall receive any payment for or on behalf of any Borrower on any indebtedness Indebtedness owing by such any Borrower pursuant to that Bank this Agreement (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, 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 Debt Obligations owing by such Borrower to that Bank Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Each Borrower Credit Party agrees that any Bank Lender so purchasing a participation from the other Banks Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank was Lender were a direct creditor of such Borrower Credit Party in the amount of such participation.

Equalization Provision. Each Bank Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders or any thereof in respect of the Debt (except as to Swing Loans and 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 BanksLenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders that if it at any time shall receive any payment for or on behalf of any Borrower Borrowers on any indebtedness owing by such Borrower Borrowers to that Bank Lender 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 Borrowers to that Bank Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Each Borrower agrees Borrowers agree that any Bank Lender so purchasing a participation from the other Banks 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 Bank Xxxxxx was a direct creditor of such Borrower Borrowers 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 the 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 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 Borrowers 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 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 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 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 the Debt owing by such Borrower to that Bank (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any 10 other Section of this Agreement), subject to the Tranche D Conditions. 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 the Debt Obligations (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 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 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 Indebtedness owing by such Borrower to that Bank by reason of offset of any deposit or other indebtednessIndebtedness, it will apply such payment first to any and all Debt Obligations owing by such Borrower to that Bank (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Each Borrower Bxxxxxxx agrees that any Bank so purchasing a participation from the other Banks or any thereof pursuant to this Section 8.5 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 Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders or any thereof in respect of the 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 BanksLenders, 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 Bank Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders that if it at any time shall receive any payment for or on behalf of any Borrower on any indebtedness Indebtedness owing by such Borrower pursuant to that Bank this Agreement (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, 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 Debt Obligations owing by such Borrower to that Bank Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Each Borrower Credit Party agrees that any Bank Lender so purchasing a participation from the other Banks Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank was Lender were a direct creditor of such Borrower Credit Party in the amount of such participation.

Equalization Provision. Each Bank Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders or any thereof in respect of the 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 BanksLenders, 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 Bank Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders that if it at any time shall receive any payment for or on behalf of any Borrower on any indebtedness owing by such any Borrower to that Bank Lender pursuant to this Agreement (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, 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 Debt Obligations owing by such Borrower to that Bank Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Each Borrower Credit Party agrees that any Bank Lender so purchasing a participation from the other Banks Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank was Lender were a direct creditor of such Borrower Credit Party in the amount of such participation.

Equalization Provision. Each Bank Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders 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 BanksLenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders 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 Lender 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 Lender (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 Lender so purchasing a participation from the other Banks Lenders or any thereof pursuant to this Section may exercise all its rights of payment (including Table of Contents the right of set-off) with respect to such participation as fully as if such Bank Lender 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, it at any time, time shall obtain any Advantage over the other Banks or any thereof in respect of Borrower's Debt to the Debt Banks including without limitation in respect of the letters of credit described in Schedule 3.06 hereof (except as to Swing Loans and 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 Banks, 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 Bank receiving the Advantage, 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 from or on behalf of any Borrower on any indebtedness Indebtedness owing by such the Borrower to that Bank by reason of offset of any deposit or other indebtednessIndebtedness, it will apply such payment first to any and all Debt owing by such 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)12.12) until Borrower's Debt has been paid in full. Each The 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 were a direct creditor of such the 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 the 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 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 any Borrower to that Bank (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, 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 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 of 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 Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders or any thereof in respect of the 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 BanksLenders, 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 Bank Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders 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 Lender pursuant to this Agreement (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, 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 Debt Obligations owing by such Borrower to that Bank Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Each Borrower Credit Party agrees that any Bank Lender so purchasing a participation from the other Banks Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank was Lender were a direct creditor of such Borrower Credit Party 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 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 a 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 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 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 Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks 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 Banksapplicable 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 Bank Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably Ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders that if it at any time shall receive any payment for or on behalf of any Borrower Borrowers on any indebtedness Indebtedness owing by such Borrower Borrowers to that Bank 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 such Borrower Borrowers to that Bank Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Each Borrower agrees Borrowers agree that any Bank Lender so purchasing a participation from the other Banks 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 Bank Xxxxxx was a direct creditor of such Borrower Borrowers 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 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 Indebtedness owing by such Borrower to that Bank by reason of offset of any deposit or other indebtednessIndebtedness, 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 Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders or any thereof in respect of the Debt Obligations (except as to Swing Loans Letters of Credit prior to Agent's giving of notice to participate and except under Article III hereof), it shall purchase from the other BanksLenders, 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 Bank Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders that if it at any time shall receive any payment for or on behalf of any Borrower on any indebtedness Indebtedness owing by such Borrower to that Bank Lender (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, 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 Debt Obligations owing by such Borrower to that Bank Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Each Borrower agrees that any Bank Lender so purchasing a participation from the other Banks Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank Lender 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 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.the

Equalization Provision. Each Bank agrees with the other Banks that if it, it at any time, time shall obtain any Advantage over the other Banks or any thereof in respect of Borrower's Debt to the Debt Banks including without limitation in respect of the letters of credit described in Schedule 3.01 hereof (except as to Swing Loans and 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 Banks, 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 Bank receiving the Advantage, 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 from or on behalf of any Borrower on any indebtedness Indebtedness owing by such the Borrower to that Bank by reason of offset of any deposit or other indebtednessIndebtedness, it will apply such payment first to any and all Debt owing by such 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)12.13) until Borrower's Debt has been paid in full. Each The 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 were a direct creditor of such the Borrower in the amount of such participation.

Equalization Provision. Each Bank Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders or any thereof in respect of the 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 BanksLenders, 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 Bank Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders 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 Lender (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, 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 Debt Obligations owing by such Borrower to that Bank Lender (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 Lender so purchasing a participation from the other Banks Lenders or any thereof pursuant to this Section may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank Lender was a direct creditor of such Borrower in the amount of such participation.

Equalization Provision. Each Bank Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders or any thereof in respect of the Debt (except as to Swing Loans and except under Article ‎Article III hereof), it shall purchase from the other BanksLenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders 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 Lender 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 Lender (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 Lender so purchasing a participation from the other Banks 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 Bank Lender was a direct creditor of such Borrower in the amount of such participation.

Equalization Provision. Each Bank Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks applicable Lenders or any thereof in respect of the Applicable Debt (except as to including Letters of Credit and Swing Loans and except but excluding amounts under Article III hereof), it shall purchase from the other Banksapplicable 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 Bank Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably Ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders that if it at any time shall receive any payment for or on behalf of any Borrower Borrowers on any indebtedness Indebtedness owing by such Borrower Borrowers to that Bank 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 such Borrower Borrowers to that Bank Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Each Borrower agrees Borrowers agree that any Bank Lender so purchasing a participation from the other Banks 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 Bank Xxxxxx was a direct creditor of such Borrower Borrowers 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 the Debt (except as to Swing Loans and except under Article III hereofand except as to Competitive Bid Loans), 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 8.4 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 Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders 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 BanksLenders, 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 Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders 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 Lender 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 Lender (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 Lender so purchasing a participation from the other Banks 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 Bank Lender 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 the 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 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 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 indebtedness owing by such 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). 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 Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders or any thereof in respect of the 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 BanksLenders, 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 Bank Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders that if it at any time shall receive any payment for or on behalf of any Borrower on any indebtedness Indebtedness owing by such any Borrower to that Bank Lender (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, 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 Debt Obligations owing by such Borrower to that Bank Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Each Borrower Credit Party agrees that any Bank Lender so purchasing a participation from the other Banks Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank was Lender were a direct creditor of such Borrower Credit Party 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 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 Xxxxxxxx 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 Lender agrees with the other Banks Lenders that if it, at any time, shall obtain any Advantage over the other Banks Lenders or any thereof in respect of the Debt Obligations (except as to Swing Loans and except under Article III hereof), it shall purchase from the other BanksLenders, 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 Bank Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such BankLender) ratably to the extent of the recovery. Each Bank Lender further agrees with the other Banks Lenders that if it at any time shall receive any payment for or on behalf of any Borrower on any indebtedness Indebtedness owing by such Borrower to that Bank Lender (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, 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 Debt Obligations owing by such Borrower to that Bank Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.4 or any other Section of this Agreement). Each Borrower Credit Party agrees that any Bank Lender so purchasing a participation from the other Banks Lenders or any thereof pursuant to this Section 8.4 may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank was Lender were a direct creditor of such Borrower Credit Party 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 the 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 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 any Borrower to that Bank (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, 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 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 of 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 the Debt (except as to Swing Loans as set forth in 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 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.