Final Equalisation definition
Final Equalisation. The provisions of this Clause 26.9 shall be applied at such time or times after the Enforcement Date as the Security Agent shall consider appropriate, (provided that such provisions will, unless otherwise agreed by all the Banks, be applied at least once by no later than the first anniversary of the Enforcement Date), as follows:
(a) before each occasion on which it intends to implement the provisions of this Clause 26.9, the Security Agent shall send a notice to each Bank requiring it to notify the Security Agent of (i) the aggregate amount of Indebtedness incurred by each Group Company and each US Obligor to such Bank (actually or contingently) under its Facilities and each Finance Document as at the date of such notice and which has not been paid or cash cover or other security provided therefor as at the date of such notice; and (ii) the aggregate amount (if any) paid by such Bank under or pursuant to the Intercreditor Agreement by reason of a breach or an alleged breach by any of the Finance Parties of the terms of the Intercreditor Agreement (including payments made under or in respect of the Letter of Credit or pursuant to Clause 21.15 (Security Agent and Letter of Credit)) which has not already been reported under (i) above and which has not been repaid or reimbursed to such Bank as at the date of such notice (its "Bank Loss").
(b) Each Bank shall deliver the information requested by the Security Agent no later than 10 Business Days after receipt by it of a notice pursuant to sub-clause (a) above.
(c) Based on the information given to it under Clause 26.9(b) (subject to any adjustments it regards as appropriate) the Security Agent shall calculate the balancing credit or balancing payment (if any) due to or from each Bank, being the amount required to be paid or received in order to equalise such Bank's Proportion of Bank Loss with its Proportion of Aggregate Commitments, and shall notify each Bank of the amount (if any) payable or receivable by each Bank accordingly.
(d) Forthwith upon receipt of a written request by the Security Agent, each relevant Bank shall pay to the Security Agent the amount of the balancing payment notified as payable by it under Clause 26.9(c) and the Security Agent shall, as soon as practicable, pay to each Bank to which a balancing credit is due, the amount of such credit, provided that where an amount is claimed by a Bank for an unmatured liability, then the amount of the relevant Reserve shall be paid into an interest-b...