Common use of Equalization Clause in Contracts

Equalization. Each Bank agrees with the other Banks that if, at any time, it shall obtain any Advantage over the other Banks or any thereof in respect of the Indebtedness of the Borrower to the Banks, it shall purchase from the other Banks, for cash and at par, such additional participation in the Indebtedness of the Borrower to the Banks 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as aforesaid shall be recovered in whole or in part from the Bank receiving the Advantage, each such purchase shall be rescinded and the purchase price restored (but without interest unless the Bank receiving the Advantage is required to pay interest on the Advantage to the Person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 agrees with the other Banks that if it, at any time, shall receive any payment for or on behalf of the Borrower on any Indebtedness of the Borrower to that Bank by reason of offset of any deposit or other Indebtedness of the Borrower to the Banks, it will apply such payment first to any and all Indebtedness of the Borrower to the Banks 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). The 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 setoff) with respect to such participation as fully as if such Bank were a direct creditor of the Borrower in the amount of such participation.

Equalization. Each Bank agrees with the other Banks that if, at any time, it shall obtain any Advantage over the other Banks or any thereof in respect of the Indebtedness of the Borrower Borrowers to the Banks, it shall purchase from the other Banks, for cash and at par, such additional participation in the Indebtedness of the Borrower Borrowers to the Banks 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as aforesaid shall be recovered in whole or in part from the Bank receiving the Advantage, each such purchase shall be rescinded and the purchase price restored (but without interest unless the Bank receiving the Advantage is required to pay interest on the Advantage to the Person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 agrees with the other Banks that if it, at any time, shall receive any payment for or on behalf of the Borrower Borrowers on any Indebtedness of the Borrower Borrowers to that Bank by reason of offset of any deposit or other Indebtedness of the Borrower Borrowers to the Banks, it will apply such payment first to any and all Indebtedness of the Borrower Borrowers to the Banks 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). The Borrower agrees Borrowers agree 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 setoff) with respect to such participation as fully as if such Bank were was a direct creditor of the Borrower Borrowers in the amount of such participation.

Equalization. Each (a) If any Bank agrees with the other Banks that if, (a "Benefitted Bank") shall at any timetime receive any payment of all or part of its Pro Rata Share of the Loan, it shall obtain or interest thereon, or receive any Advantage over the property in respect thereof (whether voluntarily or involuntarily by set-off) in a greater proportion than any such payment to and property received by any other Banks or any thereof Bank, in respect of the Indebtedness such other Bank's Pro Rata Share of the Borrower to the BanksLoan, it or interest thereon, and such greater proportionate payment or receipt of property is not expressly permitted hereunder, such Benefitted Bank shall purchase for cash from the other Banks, for cash and at par, Bank such additional participation in the Indebtedness portion of each such other Bank's Pro Rata Share of the Borrower to Loan, or shall provide such other Bank with the Banks benefits of any such property, or the proceeds thereof, as shall be necessary to nullify cause such Benefitted Bank to share the Advantage. If excess payment or benefits of such collateral or proceeds ratably with each Bank; PROVIDED, HOWEVER, that if all or any portion of such Advantage resulting in the purchase of an additional participation as aforesaid shall be excess payment or benefits is thereafter recovered in whole or in part from the Bank receiving the Advantagesuch Benefitted Bank, each such purchase shall be rescinded 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 and benefits returned, to the extent of such recovery, but without interest. The Company and the recovery. Each Guarantor agree that each Bank agrees with the other Banks that if it, at any time, shall receive any payment for or on behalf so purchasing a portion of another Bank's Pro Rata Share of the Borrower on any Indebtedness Loan may exercise all rights of the Borrower to that Bank by reason of offset of any deposit or other Indebtedness of the Borrower to the Banks, it will apply such payment first to any and all Indebtedness of the Borrower to the Banks 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). The 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 setoffset-off) with respect to such participation portion as fully as if such Bank were a the direct holder of such portion. (b) In addition to any rights and remedies of the Co-Agents, the Administrative Agent and the Banks provided by law, upon the occurrence of an Event of Default pursuant to this Agreement, each Bank shall have the right, without prior notice to the Company or the Guarantor, any such notice being expressly waived by the Company and the Guarantor, to the extent permitted by applicable law, to set off and apply against any indebtedness, whether owing from such Bank to the Company or the Guarantor, at, or at any time after, the occurrence of any of the above-mentioned events. To the extent permitted by applicable law, the aforesaid right of set off may be exercised by such Bank against the Company or the Guarantor or against any trustee in bankruptcy, custodian, debtor-in-possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Borrower Company or the Guarantor, or against anyone else claiming through or against the Company or the Guarantor or against any such trustee in bankruptcy, custodian, debtor-in-possession, assignee for the amount benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that any such participationright of set off shall not have been exercised by such Bank prior to the making, filing or issuance, or service upon such Bank of, notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant.

Equalization. Each Bank agrees with the other Banks that if, at any time, it shall obtain any Advantage over the other Banks or any thereof in respect of the Indebtedness of the Borrower Loan Parties to the Banks, it shall purchase from the other Banks, for cash and at par, such additional participation in the Indebtedness of the Borrower Loan Parties to the Banks 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 agrees with the other Banks that if it, at any time, shall receive any payment for or on behalf of the Borrower Loan Parties on any Indebtedness of the Borrower Loan Parties to that Bank by reason of offset of any deposit or other Indebtedness of the Borrower Loan Parties to the Banks, it will apply such payment first to any and all Indebtedness of the Borrower Loan Parties to the Banks 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). The Borrower agrees Loan Parties agree 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 setoff) with respect to such participation as fully as if such Bank were was a direct creditor of the Borrower Loan Parties in the amount of such participation.

Equalization. Each Bank agrees with the other Banks that if, at any time, it shall obtain any Advantage over the other Banks or any thereof in respect of the Indebtedness Obligations of the Borrower Borrowers to the Banks, it shall purchase from the other Banks, for cash and at par, such additional participation in the Indebtedness Obligations of the Borrower Borrowers to the Banks 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 agrees with the other Banks that if it, at any time, shall receive any payment for or on behalf of the Borrower Borrowers on any Indebtedness Obligations of the Borrower Borrowers to that Bank by reason of offset of any deposit or other Indebtedness Obligations of the Borrower Borrowers to the Banks, it will apply such payment first to any and all Indebtedness Obligations of the Borrower Borrowers to the Banks 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). The Borrower agrees Borrowers agree 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 setoff) with respect to such participation as fully as if such Bank were a direct creditor of the Borrower Borrowers in the amount of such participation.

Equalization. Each (a) If any Bank agrees with the other Banks that if, (a "Benefitted Bank") shall at any timetime receive any payment of all or part of its pro rata share of the Loans, it shall obtain or interest thereon, or receive any Advantage over the other Banks or any thereof collateral in respect thereof (whether voluntarily or involuntarily) in a greater proportion than any such payment to and collateral received by any other Bank, taking into consideration such other Bank's pro rata share of the Indebtedness Loans, or interest thereon, and such greater proportionate payment or receipt of the Borrower to the Bankscollateral is not expressly permitted hereunder, it such Benefitted Bank shall purchase for cash from the other Banks, for cash and at par, Bank such additional participation in the Indebtedness portion of each such other Bank's pro rata share of the Borrower to Loans, or shall provide such other Bank with the Banks benefits of any such collateral, or the proceeds thereof, as shall be necessary to nullify cause such Benefitted Bank to share the Advantage. If excess payment or benefits of such collateral or proceeds ratably with each Bank; PROVIDED, HOWEVER, that if all or any portion of such Advantage resulting in the purchase of an additional participation as aforesaid shall be excess payment or benefits is thereafter recovered in whole or in part from the Bank receiving the Advantagesuch Benefitted Bank, each such purchase shall be rescinded 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 and benefits returned, to the extent of the such recovery, but without interest. Each The Company agrees that each Bank agrees with the other Banks that if it, at any time, shall receive any payment for or on behalf so purchasing a portion of another Bank's pro rata share of the Borrower on any Indebtedness Loans may exercise all rights of the Borrower to that Bank by reason of offset of any deposit or other Indebtedness of the Borrower to the Banks, it will apply such payment first to any and all Indebtedness of the Borrower to the Banks 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). The 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 setoffset-off) with respect to such participation portion as fully as if such Bank were a direct the original holder of such portion. (b) In addition to any rights and remedies of the Administrative Agent or the Banks provided by law, upon the occurrence of an Event of Default pursuant to this Agreement, each Bank shall have the right, without prior notice to the Company, any such notice being expressly waived by the Company, to the extent permitted by applicable law, to set off and apply against any indebtedness or obligations, whether owing from such Bank to the Company, at, or at any time after, the occurrence of any of the above-mentioned events. To the extent permitted by applicable law, the aforesaid right of set off may be exercised by such Bank against the Company or against any trustee in bankruptcy, custodian, debtor-in-possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of the Borrower Company, or against anyone else claiming through or against the Company or against any such trustee in bankruptcy, custodian, debtor-in-possession, assignee for the amount benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that any such participationright of set off shall not have been exercised by such Bank prior to the making, filing or issuance, or service upon such Bank of, notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant. Notwithstanding the foregoing, none of the Banks shall be permitted to exercise any right of offset or set-off referred to in this Section 11.14 without the prior written consent of the Administrative Agent.

Equalization. Each Bank agrees with the other Bank or Banks that ifif it, at any time, it shall obtain any Advantage over the other Banks or any thereof in respect of the Indebtedness of the Borrower to the Banks, it shall purchase from the other Banks, for cash and at par, such additional participation in the Indebtedness of the Borrower to the Banks 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 agrees with the other Banks that if it, at any time, shall receive any payment for or on behalf of the Borrower on any Indebtedness of the Borrower to that Bank by reason of offset of any deposit or other Indebtedness of the Borrower to the Banks, it will apply such payment first to any and all Indebtedness of the Borrower to the Banks 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). The 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 setoff) with respect to such participation as fully as if such Bank were was a direct creditor of the Borrower in the amount of such participation.

Equalization. Each (a) If any Bank agrees with the other Banks that if, (a "Benefitted Bank") shall at any timetime receive any payment of all or part of its Pro Rata Share of the Loans, it shall obtain or interest thereon, or receive any Advantage over the property in respect thereof (whether voluntarily or involuntarily by set-off) in a greater proportion than any such payment to and property received by any other Banks or any thereof Bank, in respect of the Indebtedness such other Bank's Pro Rata Share of the Borrower to the BanksLoans, it or interest thereon, and such greater proportionate payment or receipt of property is not expressly permitted hereunder, such Benefitted Bank shall purchase for cash from the other Banks, for cash and at par, Bank such additional participation in the Indebtedness portion of each such other Bank's Pro Rata Share of the Borrower to Loans, or shall provide such other Bank with the Banks benefits of any such property, or the proceeds thereof, as shall be necessary to nullify cause such Benefitted Bank to share the Advantage. If excess payment or benefits of such collateral or proceeds ratably with each Bank; PROVIDED, HOWEVER, that if all or any portion of such Advantage resulting in the purchase of an additional participation as aforesaid shall be excess payment or benefits is thereafter recovered in whole or in part from the Bank receiving the Advantagesuch Benefitted Bank, each such purchase shall be rescinded 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 and benefits returned, to the extent of the such recovery, but without interest. Each The Borrower agree that each Bank agrees with the other Banks that if it, at any time, shall receive any payment for or on behalf so purchasing a portion of another Bank's Pro Rata Share of the Borrower on any Indebtedness Loans may exercise all rights of the Borrower to that Bank by reason of offset of any deposit or other Indebtedness of the Borrower to the Banks, it will apply such payment first to any and all Indebtedness of the Borrower to the Banks 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). The 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 setoffset-off) with respect to such participation portion as fully as if such Bank were a the direct holder of such portion. (b) In addition to any rights and remedies of the Agent and the Banks provided by law, upon the occurrence of an Event of Default pursuant to this Agreement, each Bank shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower, to the extent permitted by applicable law, to set off and apply against any indebtedness, at, or at any time after, the occurrence of any of the above-mentioned events. To the extent permitted by applicable law, the aforesaid right of set off may be exercised by such Bank against the Borrower or against any trustee in bankruptcy, custodian, debtor-in-possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or against any such trustee in bankruptcy, custodian, debtor-in-possession, assignee for the amount benefit of creditors, receivers, or execution, judgment or attachment creditor, notwithstanding the fact that any such participationright of set off shall not have been exercised by such Bank prior to the making, filing or issuance, or service upon such Bank of, notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena, order or warrant.