Common use of Most Favored Covenant Status Clause in Contracts

Most Favored Covenant Status. Should the Borrower at any time after the Effective Date, issue or 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 $2,500,000, to any lender or group of lenders acting in concert with one another, or one or more institutional investors, 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 the 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. Should the Borrower at any time after the Effective Date, issue or 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 $2,500,000, to any lender or group of lenders acting in concert with one another, or one or more institutional investors, 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 the 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 X 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. Should the Borrower Alterra at any time after the Effective Datedate hereof, issue or guarantee or amend any unsecured Indebtedness denominated in U.S. dollars for money borrowed or represented by bonds, notes, debentures debentures, or similar securities in an aggregate amount exceeding $2,500,00010,000,000, to any lender or group of lenders acting in concert with one another, or one or more institutional investors, 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 the BorrowerAlterra, 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. Except with respect to those documents Terms used herein and defined in the Credit Agreement (as herein defined) still have the meanings set forth on Annex X heretotherein. For the purposes of this letter, the Borrower covenants and agrees that no later than 30 days after the date hereof, the Borrower following terms 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 meanings herein specified unless the provisions of this section 9.11, provided that any such amendment shall be reasonably satisfactory to the Administrative Agent; or (b) terminated.context otherwise requires:

Most Favored Covenant Status. Should the Borrower at any time after the Effective Date, issue or 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 $2,500,00010,000,000, to any lender or group of lenders acting in concert with one another, or one or more institutional investors, 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 the 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. Except with respect to those documents set forth on Annex X heretoNotwithstanding the foregoing, the Borrower following types of covenants and agrees that no later than 30 days after the date hereof, 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 have caused any document relating not be subject to any Indebtedness that would violate the provisions requirements of this section 9.11 to be8.10: (ai) amended so that 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 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) terminatedForeign Subsidiary.

Most Favored Covenant Status. Should the Borrower at The Senior Subordinated Notes, and any time after the Effective Date, issue or 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 $2,500,000, to any lender or group of lenders acting in concert with one another, or one or more institutional investors, 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 the Borrower, other 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 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) terminatedBanks.

Most Favored Covenant Status. Should the Borrower at any time after the Effective DateAugust 1, 1997, issue any unsecured Indebtedness, or guarantee any secured or unsecured Indebtedness 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 $2,500,0005,000,000, to any lender or group of lenders acting in concert with one another, or one or more institutional investors, 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 BorrowerBorrower and/or any of 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. Except with respect to those documents set forth on Annex X heretoIf after any such provisions have been so incorporated into any of the Credit Documents, the Borrower covenants and agrees that no later than 30 days after entire amount of the date hereofother Indebtedness from which such provisions were incorporated is repaid, redeemed, prepaid or otherwise retired, the Lenders will promptly upon request of the Borrower shall have caused any document relating cause the Credit Documents to any Indebtedness that would violate the provisions of this section 9.11 to be: (a) be amended so that as to eliminate 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) terminatedwhich had been previously incorporated therein.

Most Favored Covenant Status. Should If the Borrower or any of its Subsidiaries at any time after the Effective DateDate modifies the Kadant Inc. Multi-Currency Note Purchase and Private Shelf Agreement dated as of May 21, issue 2008 (the “Prudential Agreement”) or guarantee enters into or modifies any unsecured Material Indebtedness denominated Agreement that refinances, restates or replaces (including after the repayment in U.S. dollars for money borrowed full of the Prudential Agreement) at any time, or represented by bondsextends the Prudential Agreement, notes, debentures such that the Prudential Agreement or similar securities in an aggregate amount exceeding $2,500,000, such Material Indebtedness Agreement includes negative covenants (or any affirmative covenants that pertain to any lender or group of lenders acting in concert with one another, or one or more institutional investors, 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 (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 BorrowerBorrower or any of 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. 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. Should the Borrower at any time after the Effective Date, issue or 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 $2,500,000, to any lender or group of lenders acting in concert with one another, or one or more institutional investors, 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 the 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. Should the Borrower Company at any time after the Effective Datedate hereof, issue or guarantee or amend 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 $2,500,00010,000,000, to any lender or group of lenders acting in concert with one another, or one or more institutional investors, 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 the BorrowerCompany, 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. 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.