Common use of Equivalent Consideration Clause in Contracts

Equivalent Consideration. (a) If the Bank Facility shall be amended, modified or supplemented after the date hereof and during the Covenant Relief Period, whether directly or indirectly, and the effect of such amendment, modification or supplement shall be to (i) increase the margin used to determine the interest rate applicable to any loan under the Bank Facility during the Covenant Relief Period, or (ii) change the reference rate used to determine such interest rate and the effect of such change shall be an increase in the interest rate applicable to any loan under the Bank Facility during the Covenant Relief Period compared to the rate that would be in force without giving effect to such amendment, modification or supplement, then the interest rate applicable to any Note shall be the interest rate otherwise in effect therefor plus a number of Basis Points equal to the interest rate increase (expressed in Basis Points) applicable from time to time to any loan under the Bank Facility as a result of such amendment. The increased interest rate applicable to the Notes shall be effective as of the date of effectiveness of the increased interest rate applicable to such loan and shall remain in effect until the earlier of (A) the end of the Covenant Relief Period or (B) the date such increased interest rate shall no longer apply to such loan. (b) If, during the Covenant Relief Period, any fee shall be paid to any Lender solely in its capacity as a Lender under the Bank Facility (and not, for greater certainty, as a “Fronting Lender” or “Agent”, as defined in the Bank Facility) in excess of, or in addition to, any fee payable to such Lender under the Bank Facility as in effect on the date hereof, then a fee shall be paid to the holder of each Note in an amount which bears the same relationship to the principal amount of such Note as the amount of such excess or such addition bears to the amount of the Bank Facility related obligation or commitment to which such excess or addition relates. (c) If, during the Covenant Relief Period, any consideration shall be paid to each Lender solely in their capacity as such (and not, for greater certainty, in any of their capacities as a counterparty under any Hedging Agreement or Banking Services Agreement and not including (i) any withholding tax gross-up payment or other compensatory payment made to a Lender on account of any increased costs or reduced returns incurred or suffered by such Lender from a change in law, compliance by such Lender with regulatory requirements or otherwise; (ii) any extension fee payable to the Lenders solely in connection with extending the maturity date of the Bank Facility; or (iii) any other amounts payable to any Lender in connection with transactions, advisory services or other services of any kind entered into or provided by such Lender to the Company or any Affiliate of the Company where such transactions or services are not directly related to the Bank Facility), other than as specified in the foregoing paragraphs (a) and (b), then the equivalent of such consideration shall be paid to each holder of Notes.

Equivalent Consideration. (a) If any of the Bank Facility Note Agreements shall be amended, modified or supplemented after the date hereof First Amendment Date and during the Covenant Relief Period, whether directly or indirectly, and the effect of such amendment, modification or supplement shall be to (i) to increase the margin used to determine the interest rate applicable to any loan notes issued under the Bank Facility during the Covenant Relief Period, or (ii) change the reference rate used to determine such interest rate and the effect of such change shall be an increase in the interest rate applicable to any loan under the Bank Facility Note Agreements during the Covenant Relief Period compared to the rate that would be in force without giving effect to such amendment, modification or supplement, then the interest rate applicable to any Note Accommodation (or the stamping fee in the case of Bankers’ Acceptances and the Issuance Fee in the case of Letters of Credit) shall be the interest rate (or fee) otherwise in effect therefor plus a number of Basis Points basis points equal to the interest rate increase (expressed in Basis Pointsbasis points) applicable from time to time to any loan outstanding note under the Bank Facility Note Agreements as a result of such amendment. The In addition, the standby fees payable pursuant to Section 4.2(g) of the Credit Agreement will increase by 20% of the amount that the stamping fee applicable to Bankers’ Acceptances increases. Any such increased interest rate (or fee) applicable to the Notes Accommodations or any such increased standby fee shall be effective as of the date of effectiveness of the increased interest rate applicable to such loan notes and shall remain in effect until the earlier of (A) the end of the Covenant Relief Period or (B) the date such increased interest rate shall no longer apply to such loannotes. (b) If, during the Covenant Relief Period, any fee shall be paid to any Lender noteholder under the Note Agreements solely in its their capacity as such a Lender under the Bank Facility (and not, for greater certainty, as a “Fronting Lender” or “Agent”, as defined in the Bank Facility) noteholder in excess of, or in addition to, any fee payable to such Lender noteholder under the Bank Facility Note Agreements as in effect on the date hereofFirst Amendment Date, then a fee shall be paid to the holder of each Note Lender in an amount which bears the same relationship to the principal amount of Individual Commitment Amount held by such Note Lender as the amount of such excess or such addition bears to the principal amount of the Bank Facility related obligation or commitment notes to which such excess or addition relates. (c) If, during the Covenant Relief Period, any consideration shall be paid to each Lender noteholder under the Note Agreements solely in their capacity as such (and not, for greater certainty, in any of their capacities as a counterparty under any Hedging Agreement or Banking Services Agreement and not including (i) any withholding tax gross-up payment or other compensatory payment made to a Lender noteholder on account of any increased costs or reduced returns incurred or suffered by such Lender noteholder from a change in law, compliance by such Lender noteholder with regulatory requirements or otherwise; (ii) any extension fee payable to any of the Lenders noteholders solely in connection with extending the maturity date of any of the Bank FacilityOutstanding Notes held from time to time by such noteholders; or (iii) any other amounts payable to any Lender noteholder in connection with transactions, advisory services or other services of any kind entered into or provided by such Lender noteholder to the Company Borrower or any Affiliate of the Company Borrower where such transactions or services are not directly related to the Bank FacilityNote Agreements), other than as specified in the foregoing paragraphs (a) and (b), then the equivalent of such consideration shall be paid to each holder of NotesLender.

Equivalent Consideration. (a) If the Bank Facility at any time any Note Document shall be amended, modified or supplemented after the date hereof and during the Covenant Relief Periodsupplemented, whether directly or indirectly, and the effect of such amendment, modification or supplement shall be to (i) to increase the margin used to determine the interest rate applicable to any loan under the Bank Facility during the Covenant Relief Period, or (ii) change the reference rate used to determine such interest rate and the effect of such change shall be an increase in the interest rate applicable to any loan under the Bank Facility during the Covenant Relief Period compared to the rate that would be in force without giving effect to such amendment, modification or supplementNotes issued thereunder, then the interest rate applicable to any Note Accommodation (or the acceptance fee in the case of Bankers' Acceptances and the issuance fee in the case of Letters of Credit) shall be the interest rate (or fee) otherwise in effect therefor plus a number of Basis Points basis points equal to the interest rate increase (expressed in Basis Pointsbasis points) applicable from time to time to any loan outstanding note under the Bank Facility Note Purchase Agreements as a result of such amendment, modification or supplement. The In addition, the standby fees payable under this Agreement will increase by 25% of the amount that the acceptance fee applicable to Bankers' Acceptances increases. Any such increased interest rate (or fee) applicable to the Notes Accommodations or any such increased standby fee shall be effective as of the date of effectiveness of the increased interest rate applicable to such loan notes and shall remain in effect until the earlier of (A) the end of the Covenant Relief Period or (B) the date such increased interest rate shall no longer apply to such loannotes. (b) If, during the Covenant Relief Period, If any fee shall be paid to any Lender noteholder under the Note Purchase Agreements solely in its their capacity as such a Lender under the Bank Facility (and not, for greater certainty, as a “Fronting Lender” or “Agent”, as defined in the Bank Facility) noteholder in excess of, or in addition to, any fee payable to such Lender noteholder under the Bank Facility Note Purchase Agreements as in effect on the date hereofof the Note Purchase Agreement or the most recent amendment and restatement thereto, as the case may be, then a fee shall be paid to the holder of each Note Lender in an amount which bears the same relationship to the principal amount of Commitment held by such Note Lender as the amount of such excess or such addition bears to the principal amount of the Bank Facility related obligation or commitment Notes to which such excess or addition relates. (c) If, during the Covenant Relief Period, If any consideration shall be paid to each Lender noteholder under a Note Purchase Agreement solely in their capacity as such (and not, for greater certainty, in any of their capacities as a counterparty under any Hedging Agreement or Banking Services Agreement Swap and not including (i) any withholding tax gross-up payment or other compensatory payment made to a Lender noteholder on account of any increased costs or reduced returns incurred or suffered by such Lender noteholder from a change in law, compliance by such Lender noteholder with regulatory requirements or otherwise; (ii) any extension fee payable to any of the Lenders noteholders solely in connection with extending the maturity date of any of the Bank FacilityNotes held from time to time by such noteholders; or (iii) any other amounts payable to any Lender such noteholder in connection with transactions, advisory services or other services of any kind entered into or provided by such Lender noteholder to the Company Borrower or any Affiliate of the Company Borrower where such transactions or services are not directly related to the Bank FacilityNote Purchase Agreements), other than as specified in the foregoing paragraphs subparagraphs (a) and (b), then the equivalent of such consideration shall be paid to each holder Lender. For certainty, the foregoing subparagraphs (b) and (c) shall not apply to make-whole fees or premiums under the Note Purchase Agreements as they are in effect as of Notesthe date hereof.

Equivalent Consideration. (a) If If, at any time after the Bank Second Amendment Effective Date, any Material Credit Facility shall be amended, modified or supplemented after the date hereof and during the Covenant Relief Periodsupplemented, whether directly or indirectly, and the effect of such amendment, modification or supplement shall be to (i) to increase the margin used to determine the interest rate applicable to any loan under the Bank Facility during the Covenant Relief Period, or (ii) change the reference rate used to determine such interest rate and the effect of such change shall be an increase in the interest rate applicable to any loan under the Bank Facility during the Covenant Relief Period compared to the rate that would be in force without giving effect to such amendment, modification or supplementDebt incurred thereunder, then the interest rate applicable to any Note the Notes shall be the interest rate otherwise in effect therefor plus a number of Basis Points basis points equal to the interest rate increase (expressed in Basis Pointsbasis points) applicable from time to time to any loan Debt outstanding under the Bank such Material Credit Facility as a result of such amendment, modification or supplement. The Any such increased interest rate applicable to the Notes shall be effective as of the date of effectiveness of the increased interest rate applicable to such loan Material Credit Facility and shall remain in effect until the earlier of (A) the end of the Covenant Relief Period or (B) the date such increased interest rate shall no longer apply to such loanMaterial Credit Facility. (b) If, during the Covenant Relief Period, If any fee shall be paid to any Lender lender under any Material Credit Facility solely in its capacity as a Lender under the Bank Facility (and not, for greater certainty, as a “Fronting Lender” or “Agent”, as defined in the Bank Facility) lender in excess of, or in addition to, any fee payable to such Lender the lenders under the Bank Facility as in effect on after the date hereofSecond Amendment Effective Date, then a pro rata fee shall be paid to the holder of each Note Holder in an amount which bears the same relationship to the principal amount of the Notes held by such Note Holder as the amount of such excess or such addition bears to the principal amount of the Bank Material Credit Facility related obligation or commitment held by the Lender to which such excess or addition relates. (c) If, during the Covenant Relief Period, If any consideration shall be paid to each Lender lender under a Material Credit Facility solely in their its capacity as such (and not, for greater certainty, in any of their its capacities as a counterparty under any Hedging Agreement or Banking Services Agreement Swap Contract and not including (i) any withholding tax gross-up payment or other compensatory payment made to a Lender lender on account of any increased costs or reduced returns incurred or suffered by such Lender lender from a change in law, compliance by such Lender lender with regulatory requirements or otherwise; (ii) any extension fee payable to any of the Lenders lenders solely in connection with extending the maturity date of the Bank such Material Credit Facility; (iii) any increase in any variable rate caused by a change to the underlying prime rate, base rate, London InterBank Offered Rate or equivalent, or (iiiiv) any other amounts payable to any Lender such lender in connection with transactions, advisory services or other services of any kind entered into or provided by such Lender lender to the Company or any Affiliate of the Company where such transactions or services are not directly related to the Bank Material Credit Facility), other than as specified in the foregoing paragraphs subparagraphs (a) and (b), then the pro rata equivalent of such consideration shall be paid to each holder in an amount which bears the same relationship to the principal amount of Notesthe Notes held by such holder as the amount of such consideration bears to the principal amount of the Material Credit Facility held by the lender to which such consideration was paid.