Common use of Most Favored Covenant Status Clause in Contracts

Most Favored Covenant Status. If any Credit Party at any time after the Closing Date, issues or guarantees any Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to any Credit Party, other than those set forth herein or in any of the other Credit Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If the Borrower or any Credit Party of its Subsidiaries at any time after the Closing DateDate enters into or modifies any Material Indebtedness Agreement, issues or guarantees any such that such Material Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, Agreement includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to the Borrower or any Credit Partyof its Subsidiaries, other than those set forth herein or in any of the other Credit Loan Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain such Material Indebtedness Agreement contains any such provisions, provisions that either individually or in the aggregate, aggregate are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party one or more of the Borrowers at any time after the Closing Restatement Date, issues or guarantees any unsecured Indebtedness for money borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (50,000,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that which are applicable to any Credit Partysuch Borrower or Borrowers, other than those set forth herein or in any of the other Credit Loan Documents, the Borrower Holdings shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall shall, at the instruction of the Majority Lenders, so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein)Holdings, the BorrowerBorrowers, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Majority Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Majority Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party Should the Borrower at any time after the Closing Effective Date, issues issue or guarantees guarantee any Indebtedness denominated in Dollars for money borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (10,000,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “"change of control”") that which are applicable to any Credit Partythe Borrower, other than those set forth herein or in any of the other Credit Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that which either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party Should the Borrower at any time after the Closing Effective Date, issues issue or guarantees guarantee any unsecured Indebtedness denominated in U.S. dollars for money borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (10,000,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “"change of control”") that which are applicable to any Credit Partythe Borrower, other than those set forth herein or in any of the other Credit Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that which either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Loan Party at any time after the Closing Date, issues Date enters into or guarantees modifies any Material Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, Agreement such that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, Material Indebtedness Agreement includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to any Credit Loan Party, other than those set forth herein or in any of the other Credit Loan Documents, the Borrower Representative shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower Representative (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain such Material Indebtedness Agreement contains any such provisions, provisions that either individually or in the aggregate, aggregate are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the BorrowerBorrowers, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party at any time after the Closing Date, issues Date enters into or guarantees modifies any Material Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, Agreement such that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, Material Indebtedness Agreement includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to any Credit Party, other Party and are more restrictive than those the covenants set forth herein or in any of the other Credit Loan Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a good faith determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain such Material Indebtedness Agreement contains any such provisions, provisions that either individually or in the aggregate, aggregate are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party one or more of the Borrowers at any time after the Closing Date, issues or guarantees any unsecured Indebtedness denominated in Dollars for money borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (25,000,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “"change of control”") that which are applicable to any Credit Partysuch Borrower or Borrowers, other than those set forth herein or in any of the other Credit Loan Documents, the Borrower Holdings shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall shall, at the instruction of the Majority Lenders, so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein)Holdings, the BorrowerBorrowers, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Majority Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Majority Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party Should the Borrower at any time after the Closing Effective Date, issues issue or guarantees guarantee any unsecured Indebtedness for money borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (50,000,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “"change of control”") that which are applicable to any Credit Partythe Borrower, other than those set forth herein or in any of the other Credit Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that which either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party at any time after the Closing Dateenters into, issues or guarantees shall have entered into, or modifies any Material Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, Agreement such that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, Material Indebtedness Agreement includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to any Credit Party, other than those set forth herein or in any of the other Credit Loan Documents, the Administrative Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Administrative Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain such Material Indebtedness Agreement contains any such provisions, provisions that either individually or in the aggregate, aggregate are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the BorrowerBorrowers, the Administrative Agent and the Required Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and or the Required Lenders.

Most Favored Covenant Status. If (a) the Borrower or any Credit Party of its Subsidiaries at any time after the Closing Date, issues Effective Date enters into or guarantees modifies any Material Indebtedness Agreement in connection with Indebtedness which has or had an aggregate initial principal amount exceeding of $5,000,000 (to the extent, if any, that any such Credit Party is 50 million or more and was incurred and permitted to do so under Section 9.4 hereof7.2(l), and (b) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty such Material Indebtedness Agreement or other similar instrument, which agreement, indenture, guaranty or instrument, modification thereof includes affirmative or negative business or financial covenants (or any affirmative covenants that pertain to any matter governed by Section 7 or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to the Borrower or any Credit Partyof its Subsidiaries, other than those set forth herein or in any of the other Credit Loan Documents, then the Borrower shall promptly so notify the Administrative Agent and the Lenders in writing and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that such Material Indebtedness Agreement of the Borrower or any of the above-referenced documents or instruments contain its Subsidiaries contains any such provisions, provisions that either individually or in the aggregate, : (i) are materially more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein)herein and (ii) are materially more restrictive to the Borrower or its Subsidiaries than (A) any other Material Indebtedness Agreement entered into for Indebtedness incurred and permitted under Section 7.2(l) or (B) the provisions of that certain Multicurrency Note Purchase Agreement and Private Shelf Agreement, dated as of May 21, 2008, as amended, by and between the Borrower and Prudential Investment Management, Inc., the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party at any time after the Closing Date, issues or guarantees any Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, that any such Credit Party is permitted to do so under Section 9.4 8.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to any Credit Party, other than those set forth herein or in any of the other Credit Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If the Borrower or any Credit Party of its Subsidiaries at any time after the Closing DateEffective Date modifies the Kadant Inc. Multi-Currency Note Purchase and Private Shelf Agreement dated as of May 21, issues 2008 (the “Prudential Agreement”) or guarantees enters into or modifies any Material Indebtedness Agreement that refinances, restates or replaces (including after the repayment in an aggregate amount exceeding $5,000,000 (to full of the extentPrudential Agreement) at any time, if anyor extends the Prudential Agreement, such that any the Prudential Agreement or such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, Material Indebtedness Agreement includes affirmative or negative business or financial covenants (or any affirmative covenants that pertain to any matter governed by Section 7 or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to the Borrower or any Credit Partyof its Subsidiaries, other than those set forth herein or in any of the other Credit Loan Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain such Material Indebtedness Agreement contains any such provisions, provisions that either individually or in the aggregate, aggregate are materially more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth hereinherein and are materially more restrictive than the provisions in the Prudential Agreement, as of the Effective Date), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party Should the Borrower at any time after the Closing Effective Date, issues issue or guarantees guarantee any unsecured Indebtedness denominated in U.S. dollars for money borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (5,000,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “"change of control”") that which are applicable to any Credit Partythe Borrower, other than those set forth herein or in any of the other Credit Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that which either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If The Senior Subordinated Notes, and any Credit Party at any time after the Closing Date, issues or guarantees any Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrumentinstrument evidencing the Senior Subordinated Notes, which agreement, indenture, guaranty or instrument, includes shall not include any affirmative or negative business or financial covenants (or any events of default or other type of restriction that which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “'put” ' or mandatory prepayment of such Indebtedness upon the occurrence of a “'change of control”') that are applicable to any Credit Party, other the Borrowers which are more restrictive than those set forth herein or in any of the other Credit Loan Documents. To the extent any amendment, extension, renewal or refinancing of the Senior Subordinated Notes, or any indenture, guaranty or other similar instrument evidencing such amendment, extension, renewal or refinancing of the Senior Subordinated Notes includes affirmative or negative business or financial covenants (or any events of default or other type of restriction which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any 'put' or mandatory prepayment of such Indebtedness upon the occurrence of a 'change of control') applicable to the Borrowers which are more restrictive than those set forth herein or in any of the other Loan Documents, the Borrower Borrowers shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower Borrowers (after a determination has been made by the Required Lenders Banks that any of the above-referenced documents or instruments contain any such provisions, that which either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness Banks than any of the provisions set forth herein), the BorrowerBorrowers, the Administrative Agent and the Lenders Banks shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required LendersBanks, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required LendersBanks, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required LendersBanks.

Most Favored Covenant Status. If any Credit Party Should the Company at any time after the Closing Effective Date, issues issue or guarantees guarantee any unsecured Indebtedness denominated in Dollars for money borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (10,000,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “"change of control”") that which are applicable to any Credit Partythe Company, other than those set forth herein or in any of the other Credit Documents, the Borrower Company shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower Company (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that which either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the BorrowerCompany, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If the Borrower or any Credit Party of its Subsidiaries at any time after the Closing DateDate enters into or modifies any Material Indebtedness Agreement, issues or guarantees any such that such Material Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, Agreement includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to the Borrower or any Credit Partyof its Subsidiaries, other than those set forth herein or in any of the other Credit Loan Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain such Material Indebtedness Agreement contains any such provisions, provisions that either individually or in the aggregate, aggregate are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party Should the Borrower at any time after the Closing Effective Date, issues issue or guarantees guarantee any unsecured Indebtedness denominated in U.S. dollars for money borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (2,500,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to any Credit Partythe Borrower, other than those set forth herein or in any of the other Credit Documents, the Borrower shall promptly so notify the Administrative Table of Contents Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders. Except with respect to those documents set forth on Annex IX hereto, the Borrower covenants and agrees that no later than 30 days after the date hereof, the Borrower shall have caused any document relating to any Indebtedness that would violate the provisions of this section 9.11 to be: (a) amended so that such document no longer violates the provisions of this section 9.11, provided that any such amendment shall be reasonably satisfactory to the Administrative Agent; or (b) terminated.

Most Favored Covenant Status. If any Credit Party one or more of the Borrowers at any time after the Closing Restatement Date, issues or guarantees any unsecured Indebtedness for money ​ ​ borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (100,000,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that which are applicable to any Credit Partysuch Borrower or Borrowers, other than those set forth herein or in any of the other Credit Loan Documents, the Borrower Holdings shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall shall, at the instruction of the Majority Lenders, so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein)Holdings, the BorrowerBorrowers, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Majority Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Majority Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party at any time after the Closing Date, issues Date enters into or guarantees modifies any Material Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, Agreement such that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, Material Indebtedness Agreement includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, including any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to any Credit Party, other than those set forth herein or in any of the other Credit Loan Documents, the Borrower Borrowers shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative any Agent shall so request requests by written notice to the Borrower Borrowers (at the direction of the Required Lenders and after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain such Material Indebtedness Agreement contains any such provisions, provisions that either individually or in the aggregate, aggregate are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the BorrowerBorrowers, the Administrative Agent and the Required Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party at any time after the Closing Date, issues or guarantees any Material Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, instrument includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to any Credit Party, other than those set forth herein or in any of the other Credit Loan Documents, the Borrower Company shall promptly so notify the Administrative Global Agent and the Lenders and, if the Administrative Global Agent shall so request by written notice to the Borrower Company (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that either individually or in the aggregate, aggregate are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the BorrowerCompany, the Administrative Global Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Global Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Global Agent and the Required Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Global Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party Should the Borrower at any time after the Closing Effective Date, issues issue or guarantees guarantee any unsecured Indebtedness denominated in U.S. dollars for money borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (2,500,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to any Credit Partythe Borrower, other than those set forth herein or in any of the other Credit Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders. Except with respect to those documents set forth on Annex X hereto, the Borrower covenants and agrees that no later than 30 days after the date hereof, the Borrower shall have caused any document relating to any Indebtedness that would violate the provisions of this section 9.11 to be: (a) amended so that such document no longer violates the provisions of this section 9.11, provided that any such amendment shall be reasonably satisfactory to the Administrative Agent; or (b) terminated.

Most Favored Covenant Status. If any Credit Party at any time after the Closing Date, issues or guarantees any Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “"change of control”") that are applicable to any Credit Party, other than those set forth herein or in any of the other Credit Documents, the Borrower Borrowers shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower Borrowers (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the BorrowerBorrowers, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party Should the Borrower at any time after the Closing Effective Date, issues issue or guarantees guarantee any unsecured Indebtedness denominated in U.S. dollars for money borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (10,000,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “"change of control”") that which are applicable to any Credit Partythe Borrower, other than those set forth herein or in any of the other Credit Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that which either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness Lenders than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders. Notwithstanding the foregoing, the following types of covenants of the Borrower which are included in guaranties of Indebtedness of Foreign Subsidiaries (including so-called "comfort letters" issued by the Borrower in respect of Indebtedness of Foreign Subsidiaries) shall not be subject to the requirements of this section 8.10: (i) covenants of the Borrower to maintain the net worth or financial ratios of a Foreign Subsidiary at specified levels; (ii) covenants of the Borrower to loan or advance funds or make capital contributions to, or otherwise make investments in, a Foreign Subsidiary; and (iii) covenants of the Borrower to cause loans or advances to a Foreign Subsidiary which are made by the Borrower or its other Subsidiaries to be subordinated to other Indebtedness of such Foreign Subsidiary.

Most Favored Covenant Status. If any Credit Party at any time after the Closing Date, issues Date enters into or guarantees modifies any Material Indebtedness in an aggregate amount exceeding $5,000,000 Agreement (to the extent, if any, that other than any such Credit Party is Material Indebtedness Agreement permitted to do so under by Section 9.4 7.04 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, such that such Material Indebtedness Agreement includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “"change of control”") that are applicable to any Credit Party, other than those set forth herein or in any of the other Credit Loan Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain such Material Indebtedness Agreement contains any such provisions, provisions that either individually or in the aggregate, aggregate are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party at any time after the Closing Date, issues Date enters into or guarantees modifies any Material Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, Agreement such that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, Material Indebtedness Agreement includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”Change in Control) that are applicable to any Credit Party, other than those set forth herein or in any of the other Credit Loan Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain such Material Indebtedness Agreement contains any such provisions, provisions that either individually or in the aggregate, aggregate are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party Should the Company at any time after the Closing Effective Date, issues issue or guarantees guarantee any unsecured Indebtedness denominated in Dollars for money borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (10,000,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “"change of control”") that which are applicable to any Credit Partythe Company, other than those set forth herein or in any of the other Credit Documents, the Borrower Company shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower Company (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that which either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than that any of the provisions set forth herein), the BorrowerCompany, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party Should Alterra at any time after the Closing Datedate hereof, issues issue or guarantees guarantee or amend any Indebtedness denominated in U.S. dollars for money borrowed or represented by bonds, notes, debentures, or similar securities in an aggregate amount exceeding $5,000,000 (10,000,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrumentinstrument or amendment thereto, which amendment, agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “"change of control”") that which are applicable to any Credit PartyAlterra, other than those set forth herein or in any of the other Credit Documents, the Borrower Alterra shall promptly so notify the Administrative Agent and the Lenders and, and if the Administrative Agent shall so request by written notice to the Borrower Alterra (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that which either individually or in the aggregate, are more favorable to the holders of such unsecured other Indebtedness than any of the provisions set forth herein), the BorrowerAlterra, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders.. Terms used herein and defined in the Credit Agreement (as herein defined) still have the meanings set forth therein. For the purposes of this letter, the following terms shall have the meanings herein specified unless the context otherwise requires:

Most Favored Covenant Status. If any Credit Party at any time after the Closing Date, issues Date enters into or guarantees modifies any Material Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, Agreement such that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, Material Indebtedness Agreement includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “"change of control”") that are applicable to any Credit Party, other than those set forth herein or in any of the other Credit Loan Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders Lender and, if the Administrative Agent Lender shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders Lender that any of the above-referenced documents or instruments contain such Material Indebtedness Agreement contains any such provisions, provisions that either individually or in the aggregate, aggregate are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent Borrower and the Lenders Lender shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required LendersLender, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required LendersLender, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required LendersLender.

Most Favored Covenant Status. If any Credit Party at any time after the Closing Date, issues Date enters into or guarantees modifies any Material Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, Agreement such that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, Material Indebtedness Agreement includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to any Credit Party, other than those set forth herein or in any of the other Credit Loan Documents, the Borrower Holdings shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower Holdings (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain such Material Indebtedness Agreement contains any such provisions, provisions that either individually or in the aggregate, aggregate are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the BorrowerHoldings, the Administrative Agent and the Lenders shall promptly amend this Agreement within 30 days after such Material Indebtedness Agreement has been entered into or modified to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Loan Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party at any time after the Closing Date, issues or guarantees any Indebtedness in an aggregate amount exceeding $5,000,000 (to the extent, if any, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “put” or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”) that are applicable to any Credit Party, other than those set forth herein or in any of the other Credit Documents, the Borrower Borrowers shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower Borrowers (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the BorrowerBorrowers, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party Should the Borrower at any time after the Closing DateAugust 1, issues 1997, issue any unsecured Indebtedness, or guarantees guarantee any Indebtedness secured or unsecured Indebtedness, denominated in U.S. dollars or any other currency, for money borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (5,000,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “change of control”specified financial ratios or other specified financial measurements) that which are applicable to the Borrower and/or any Credit Partyof its Subsidiaries, other than those set forth herein or in any of the other Credit Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that which either individually or in the aggregate, are more favorable to the holders applicable creditors of such unsecured Indebtedness the Borrower than any of the particular provisions set forth herein), the Borrower, the Administrative Agent and the Required Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders. If after any such provisions have been so incorporated into any of the Credit Documents, the entire amount of the other Indebtedness from which such provisions were incorporated is repaid, redeemed, prepaid or otherwise retired, the Lenders will promptly upon request of the Borrower cause the Credit Documents to be amended so as to eliminate such provisions which had been previously incorporated therein.

Most Favored Covenant Status. If any Credit Party Should the Company at any time after the Closing Datedate hereof, issues issue or guarantees guarantee or amend any Indebtedness denominated in U.S. dollars for money borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (10,000,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrumentinstrument or amendment thereto, which amendment, agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that which would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “"change of control”") that which are applicable to any Credit Partythe Company, other than those set forth herein or in any of the other Credit Documents, the Borrower Company shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower Company (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that which either individually or in the aggregate, are more favorable to the holders of such unsecured other Indebtedness than any of the provisions set forth herein), the BorrowerCompany, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders.

Most Favored Covenant Status. If any Credit Party Should the Borrower at any time after the Closing Effective Date, issues issue or guarantees guarantee any unsecured Indebtedness denominated in U.S. dollars for money borrowed or represented by bonds, notes, debentures or similar securities in an aggregate amount exceeding $5,000,000 (2,500,000, to the extentany lender or group of lenders acting in concert with one another, if anyor one or more institutional investors, that any such Credit Party is permitted to do so under Section 9.4 hereof) pursuant to a loan agreement, credit agreement, note purchase agreement, indenture, guaranty or other similar instrument, which agreement, indenture, guaranty or instrument, includes affirmative or negative business or financial covenants (or any events of default or other type of restriction that would have the practical effect of any affirmative or negative business or financial covenant, including, without limitation, any “"put” " or mandatory prepayment of such Indebtedness upon the occurrence of a “"change of control”") that are applicable to any Credit Partythe Borrower, other than those set forth herein or in any of the other Credit Documents, the Borrower shall promptly so notify the Administrative Agent and the Lenders and, if the Administrative Agent shall so request by written notice to the Borrower (after a determination has been made by the Required Lenders that any of the above-referenced documents or instruments contain any such provisions, that either individually or in the aggregate, are more favorable to the holders of such unsecured Indebtedness than any of the provisions set forth herein), the Borrower, the Administrative Agent and the Lenders shall promptly amend this Agreement to incorporate some or all of such provisions, in the discretion of the Administrative Agent and the Required Lenders, into this Agreement and, to the extent necessary and reasonably desirable to the Administrative Agent and the Required Lenders, into any of the other Credit Documents, all at the election of the Administrative Agent and the Required Lenders. Except with respect to those documents set forth on Annex X hereto, the Borrower covenants and agrees that no later than 30 days after the date hereof, the Borrower shall have caused any document relating to any Indebtedness that would violate the provisions of this section 9.11 to be: (a) amended so that such document no longer violates the provisions of this section 9.11, provided that any such amendment shall be reasonably satisfactory to the Administrative Agent; or (b) terminated.