Common use of Equalization Provision Clause in Contracts

Equalization Provision. (a) Each Bank agrees with the other Banks that if it, at any time, shall obtain any Advantage over the other Banks, or any thereof, in respect of the Debt (except as to the Canadian Revolving Credit Commitment and under Article III hereof), it shall purchase from such other Banks, for cash and at par, such additional participation in the Debt as shall be necessary to nullify the Advantage. (b) Each Canadian Bank agrees with the other Canadian Banks that if it, at any time, shall obtain any Advantage over the other Canadian Banks, or any thereof, in respect of the Canadian Revolving Credit Commitment, the Canadian Revolving Loans, the Canadian Letters of Credit or any of the obligations incurred in connection with the Canadian Revolving Credit Commitment (except under Article III hereof), it shall purchase from such other Canadian Banks, for cash and at par, such additional participation in the obligations incurred pursuant to the Canadian Revolving Credit Commitment as shall be necessary to nullify the Advantage. (c) Except as set forth in Section 2.11 of this Agreement, only the Canadian Banks shall be obligated, upon the terms and conditions set forth in this Agreement, to fund Canadian Revolving Loans and participate in the issuance of Canadian Letters of Credit; provided that, anything in this Agreement to the contrary notwithstanding, upon the earlier of (i) the occurrence of an Event of Default specified in Section 7.12 hereof, or (ii) the acceleration of the Debt pursuant to Section 8.2 hereof (hereinafter, a "Equalization Event"), each Bank agrees with the other Banks that if it, at any time, shall obtain any Advantage over the other Banks, or any thereof, in respect of the Debt (except under Article III hereof) then outstanding (as calculated, with respect to the outstanding Canadian Revolving Loans, the Canadian Letters of Credit and any other amounts outstanding with respect to the Canadian Revolving Credit Commitment, using the Dollar Equivalent in effect on the Equalization Date, as hereinafter defined), then such Bank having an Advantage shall purchase from the other Banks, including the Canadian Banks, for cash and at par, such additional participation in the Debt as shall be necessary to nullify the Advantage. As used herein, "Equalization Date" shall mean the date that the Equalization Event occurs.

Equalization Provision. (a) Each Prior to the Activation Date, each Bank (other than a Canadian Bank) agrees with the other Banks that if it, at any time, shall obtain any Advantage over the other Banks (other than the Canadian Banks), or any thereof, in respect of the Debt (except as to the Canadian Revolving Credit Commitment and under Article III hereof), it shall purchase from such other Banks, for cash and at par, such additional participation in the Debt as shall be necessary to nullify the Advantage. (b) Each Canadian Bank agrees with On and after the other Canadian Activation Date, (i) only the Domestic Banks that if itshall be obligated, at any timeupon the terms and conditions set forth in this Agreement, shall obtain any Advantage over the other Canadian Banks, or any thereof, in respect of the Canadian Revolving Credit Commitment, the Canadian to fund Revolving Loans, participate in the Canadian issuance of Letters of Credit or any Credit, and, upon the request of the obligations incurred in connection with the Canadian Revolving Credit Commitment (except under Article III hereof)Agent, it shall purchase from such other Canadian Banks, for cash and at par, such additional participation participate in the obligations incurred pursuant to the Canadian Revolving Credit Commitment as shall be necessary to nullify the Advantage. issuance of Swing Loans, and (cii) Except as set forth in Section 2.11 of this Agreement, only the Canadian Banks shall be obligated, upon the terms and conditions set forth in this Agreement, to fund Canadian Revolving Loans and participate in the issuance of Canadian Letters of CreditCAD Loans; provided that, notwithstanding the foregoing obligations or lack thereof on the part of any Domestic Bank or Canadian Bank and anything in this Agreement to the contrary notwithstanding, on or after the Activation Date upon the earlier of (iA) the occurrence of an Event of Default specified in Section 7.12 7.11 hereof, or (iiB) the acceleration of the Debt pursuant to Section 8.2 hereof (hereinafter, a an "Equalization Event"), each Domestic Bank and Canadian Bank agrees with the other Domestic Banks and Canadian Banks that if it, at any time, shall obtain any Advantage over the other Domestic Banks and Canadian Banks, or any thereof, in respect of the Debt (except under Article III hereof) then outstanding (as calculated, with respect to the outstanding Canadian Revolving Loans, the Canadian Letters of Credit CAD Loans and any other amounts outstanding with respect to the Canadian Revolving Credit CommitmentCommitments, using the Dollar Equivalent in effect on the Equalization Date, as hereinafter defined), then such Bank having an Advantage shall purchase from the other Banks, including the Domestic Banks and Canadian Banks, for cash and at par, such additional participation in the Debt as shall be necessary to nullify the Advantage. As used hereinFor purposes of determining whether or not an Advantage exists after an Equalization Event has occurred, "Equalization Date" shall mean Agent shall, as of the date that the Equalization Event occursoccurs (the "Equalization Date"), (i) convert the aggregate amount of the Canadian Commitments to the Dollar Equivalent (using the Dollar Equivalent in effect on the Closing Date) for such amount (the "Converted Amount"); (ii) convert the amount of the Canadian Commitment of each Canadian Bank to the Dollar Equivalent (using the Dollar Equivalent in effect on the Closing Date) for such amount (with respect to each Canadian Bank, the "Converted Commitment Amount" of such Canadian Bank); (iii) add the Converted Amount to the aggregate amount of the Revolving Credit Commitments (the "Equalization Maximum Amount"); and (iv) determine an equalization percentage (the "Equalization Percentage") for (A) each Canadian Bank, by dividing its Converted Commitment Amount by the Equalization Maximum Amount and (B) for each Domestic Bank, by dividing the amount of its Revolving Credit Commitment by the Equalization Maximum Amount. (c) If any such Advantage resulting in the purchase of an additional participation as set forth in subparts (a) or (b) hereof 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. (d) Each Bank further agrees with the other Banks that if it at any time shall receive any payment for or on behalf of Borrower or any Canadian Borrower on any Indebtedness owing by Borrower or such Canadian Borrower to that Bank by reason of offset of any deposit or other Indebtedness, it will apply such payment first to any and all Indebtedness owing by Borrower or such Canadian 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). Borrower and each Canadian Borrower agree that any Bank so purchasing a participation from the other Banks or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank was a direct creditor of Borrower or such Canadian Borrower in the amount of such participation.