Common use of Most Favored Lender Status Clause in Contracts

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or is otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders Holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders Holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders Holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders Holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In the event that the Company shall If at any time after (including, for the avoidance of doubt, on the date of this Agreement enter intothe Second Amendment) any Senior Debt Facility contains any covenant (whether set forth as a covenant, assume undertaking, event of default, restriction or other such provision (or any thereof shall be amended or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of modified)) similar in nature to the Company provisions set out in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms 10.6 of this Agreement shall, without any further action with respect to Permitted Supplier Financings and such covenant (howsoever expressed) is more restrictive on the part of the Company or any of would be more beneficial to the holders of Notes than the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses provisions of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment Section 10.6 of this Agreement to include (any such Additional Covenantscovenant, provided that the execution and delivery of a “More Favorable Covenant”), then (i) such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional More Favorable Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed automatically incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporatedAgreement, mutatis mutandimutandis, as if set forth fully in this Agreementfull herein, effective beginning on as of the date on which when such amendment or modification is More Favorable Covenant shall have become effective under such Senior Debt Facility, and (ii) the relevant Reference Company shall provide a More Favored Lender Notice in respect of such More Favorable Covenant. Any More Favorable Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) pursuant to this Section 10.12, (a) shall thereafter be waived, amended or otherwise modified under this Agreement at such time as the applicable Senior Debt Facility shall be so waived, amended or otherwise modified, provided that (A) if a Default or Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed to be so waived, amended or otherwise modified hereunder at such time, if it should occur, when such Default or Event of Default no longer exists and (B) if any Additional Covenant that has been incorporated herein pursuant fee or other cash consideration is given to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith lenders under the relevant Reference Agreementapplicable Senior Debt Facility for the waiver, amendment or other modification of such More Favorable Covenant, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination equivalent of such Additional Covenant; provided that the failure of fee or other cash consideration shall also be given pro rata to the holders of the Notes at substantially the same time, and the Company to execute and deliver any such amendment (b) shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, be deemed automatically deleted from this Agreement at such time as such applicable Senior Debt Facility shall be terminated and no amounts shall be outstanding thereunder provided above that, if a Default or Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Section 9.9Agreement at such time, if it should occur, when such Default or Event of Default no longer exists.

Most Favored Lender Status. In the event that any amounts are outstanding under any of the Company shall Private Placement Facilities at any time after such time, and with respect to the terms and provisions of the Private Placement Documents as in effect on the Closing Date, deem this Agreement to be automatically amended (such amendment to be effective as of the date of the applicable incurrence, creation, assumption or amendment or modification) to include the representations, warranties, covenants and/or event of default provisions of the applicable Private Placement Documents (or amendment or modification thereof), in the event and only to the extent (i) Sections 6A(1) (Consolidated Interest Coverage Ratio), 6A(2) (Consolidated Funded Debt Leverage Ratio), 6G (Limitations on Liens and Encumbrances), or 6I (Guarantees) of the Private Placement Facilities are more favorable to a Private Placement Lender than, or are in addition to, those already set forth and contained in this Agreement enter into, assume and the other Loan Documents or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness (ii) a security interest is granted pursuant to Section 6C of the Company in excess Private Placement Facilities; provided, however, that, so long as no Default or Event of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsDefault shall then exist, the terms any such amendment of this Agreement shall, without any further action on shall be deemed (i) to terminate automatically upon (a) the part repayment in full and termination of the Company Private Placement Facilities or any (b) the effective date of the holders deletion of such more favorable provisions in respect of such Private Placement Facilities pursuant to the Notes, be deemed terms thereof or (ii) to be amended automatically and in like manner and effect upon the effectiveness of any amendment of such more favorable provisions in respect of the Private Placement Facilities pursuant to include each Additional Covenant contained in such Reference Agreementthe terms thereof. The Company further covenants to promptly execute and deliver at its expense Within ten (including, without limitation10) Business Days thereafter, the fees and expenses of counsel for the holders of the Notes) an Co-Borrowers shall deliver a written conforming amendment to this Agreement in form and substance satisfactory other Loan Document, or new loan document, as applicable. Prior to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to amendments or other documents by the effectiveness of such amendment as provided for in Co-Borrowers, this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, Agreement shall be deemed incorporated by reference into this Agreement and replace to contain each such Additional Covenant as originally incorporated, mutatis mutandimore favorable (or, as if set forth fully in this Agreementthe case may be, effective beginning on such additional) representation, warranty, covenant and/or event of default provision for purposes of determining the date on which such amendment or modification is effective under the relevant Reference Agreement rights and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant obligations hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that (a) If the Company agrees to any addition, amendment, waiver, deletion, termination or other modification of any affirmative or negative covenant, default, event of default or comparable provision (however named or designated) set forth in the Credit Agreement then in effect (a “Credit Agreement Modification”) which is more or less restrictive on the Company or any Subsidiary than the provisions contained in this Agreement, then the Company shall, within five (5) Business Days of each such Credit Agreement Modification which shall at any time have occurred after the Series A Closing Day, provide a notice to the holders of the Notes in respect of each such Credit Agreement Modification. Each of the provisions set forth on Schedule 10.7 are on the date hereof (and immediately upon the effectiveness of a Credit Agreement Modification which shall have occurred after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenantshereof, the terms of such Credit Agreement Modification shall be automatically) incorporated by reference into this Agreement shall(each such Credit Agreement Modification and each of the provisions set forth on Schedule 10.7 as so incorporated is herein referred to as an “Incorporated Provision”)), without mutatis mutandis, as if set forth fully herein; provided, that at any further action time as a Default or Event of Default has occurred and is continuing, no Credit Agreement Modification which is less restrictive on the part of the Company or any Subsidiary will be deemed incorporated into this Agreement without the prior written consent of the holders Required Holders, which written consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in no event shall an Incorporated Provision (i) amend or modify any provision otherwise set forth herein to make such provision less restrictive as to the Company or any Subsidiary than the corresponding provision set forth in this Agreement, as amended from time to time (without giving effect to this Section 10.7), or (ii) delete the parenthetical phrase set forth in Section 10.4(i). (b) Except as contemplated by Section 10.7(a), no Incorporated Provision shall be modified unless such Incorporated Provision is amended or waived in accordance with the provisions of Section 17 and then only to the extent of such amendment or waiver. (c) In connection with any Credit Agreement Modification, the Company and the Required Holders agree within 30 days of the Noteswritten request of either the Company or the Required Holders, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an enter into a formal amendment to this Agreement Agreement, in form and substance satisfactory to the Required Holders evidencing Holders, acting reasonably, to document the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment applicable amendments to this Agreement arising from any such Credit Agreement Modification. If any fee, supplemental or additional interest or other consideration is given to reflect such amendmentany lender under a Credit Agreement Modification as consideration for or as an inducement to enter into any Credit Agreement Modification, modification, removal or termination the equivalent of such Additional Covenant; provided that the failure of fee, supplemental or additional interest or other consideration shall be paid to the holders of the Notes and with respect to such Credit Agreement Modification that is incorporated into this Agreement at the Company same time as such fee, supplemental or additional interest or other consideration is paid to execute and deliver any such amendment shall not adversely affect lender. For the automatic incorporation avoidance of doubt, the amount of any amended payment (whether as fee or modified Additional Covenants into, or interest) to any holder of Notes then being made shall be deemed equivalent to any similar payment under the automatic removal or termination Credit Agreement if such payment to such holder of Additional Covenants from, this Notes represents the same percentage of the then outstanding principal amount of such Notes as the percentage of all then outstanding Debt under the Credit Agreement as provided above in this Section 9.9represented by the aggregate amount of such similar payments under the Credit Agreement.

Most Favored Lender Status. In Issue or permit any Domestic Subsidiary to issue any Indebtedness senior in rank to the event that Notes to be issued hereunder, unless upon the issuance of Notes hereunder, such Notes will be and will remain at least pari passu in rank and privileges with any then existing Indebtedness of the Company, including any Material Credit Facility. Upon issuance, the Company shall at agrees to cause any time after Notes issued hereunder to be secured equally with any then existing Indebtedness of the Company, including any Material Credit Facility. The Company will not enter into, assume or otherwise become bound or obligated, or permit any Subsidiary of the Company to, enter into, assume or otherwise become bound or obligated under any agreement or amendment to any agreement existing on the date hereof creating or evidencing Indebtedness in excess of this Agreement $25,000,000 (including, without limitation, any amendment to any Material Credit Facility) containing one or more Additional Covenants or additional defaults, unless the prior written consent of the Required Holders to such agreement shall have been obtained; provided, however, that if the Company or any Subsidiary shall enter into, assume or otherwise become bound by or obligated under any such agreement creating or evidencing Indebtedness without the prior written consent of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsRequired Holders, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional CovenantsCovenants or Additional Defaults, provided provided, that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.13, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall (a) If at any time after the date of this Agreement any Credit Agreement contains a covenant (whether constituting a covenant or event of default) by an Obligor (i) to maintain the Leverage Ratio (or a similar covenant or limitation on Indebtedness contained in any such Credit Agreement) at a level more favorable to the lenders under such Credit Agreement than the level set forth in Section 10.7, (ii) to maintain a minimum amount of Consolidated Net Worth (or a similar covenant contained in any such Credit Agreement) at a level more favorable to the lenders under such Credit Agreement than the level set forth in Section 10.8, (iii) to maintain the Fixed Charge Coverage Ratio (or a similar covenant contained in any such Credit Agreement) at a level more favorable to the lenders under such Credit Agreement than the level set forth in Section 10.9, (iv) constituting an Additional Covenant (in addition to the covenants described in clauses (i), (ii) and (iii) above) or (v) constituting an Additional Default (any such provision, together with all definitions and interpretive provisions from such Credit Agreement to the extent used in relation thereto, a “Most Favorable Covenant”), then the Obligors shall provide a Most Favored Lender Notice in respect of such Most Favorable Covenant. Such Most Favorable Covenant shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such Most Favorable Covenant shall have become effective under such Credit Agreement (unless such date is prior to the date of the Closing, in which case such covenant will be deemed incorporated effective as of the date of the Closing). Thereafter, upon the request of any holder of a Note, the Obligors shall enter intointo any additional agreement or amendment to this Agreement reasonably requested by such holder to further evidence any of the foregoing. (b) Any Most Favorable Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) pursuant to this Section 9.11 (i) shall be deemed automatically amended herein to reflect any subsequent amendments made to such Most Favorable Covenant under the applicable Credit Agreement (provided that, assume if a Default or an Event of Default then exists and the amendment of such Most Favorable Covenant would make such covenant less restrictive on the Company, then such Incorporated Covenant shall only be deemed automatically amended at such time, if it should occur, when such Default or Event of Default no longer exists) and (ii) shall be deemed automatically deleted from this Agreement at such time as such Most Favorable Covenant is deleted or otherwise become bound by removed from the applicable Credit Agreement or obligated such applicable Credit Agreement shall be terminated (provided that, if a Default or an Event of Default then exists, then such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time, if it should occur, when such Default or Event of Default no longer exists); provided, however, that if any fee or other consideration is paid to the lenders under any agreement creating such Credit Agreement for such amendment or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenantsdeletion, the terms equivalent of this Agreement shall, without any further action on the part of the Company such fee or any of other consideration shall be paid to the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to Notes upon the effectiveness of such amendment as provided for or deletion. Upon the occurrence of any event described in this Section 9.9, but shall merely be for the convenience sub-clause (i) of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notespreceding sentence, upon the request of the CompanyObligors or any holder of Notes, the holders of Notes (if applicable) and the Obligors shall enter into an any additional agreement or amendment to this Agreement to reflect reasonably requested by the Obligors or a holder of Notes, as the case may be, evidencing the amendment of any such amendmentIncorporated Covenants. Upon the occurrence of any event described in sub-clause (ii) of the second preceding sentence, modificationupon the request of the Obligors, removal or termination of such Additional Covenant; provided that the failure of the holders of Notes shall enter into any additional agreement or amendment to this Agreement reasonably requested by the Notes Obligors evidencing the deletion and the Company to execute and deliver termination of any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9Incorporated Covenants.

Most Favored Lender Status. In the event that the Company shall (a) If at any time after the date of this Agreement Parent, the Issuer or any Subsidiary Guarantor is a party to, shall enter into, into or shall assume or otherwise become bound by or obligated under any agreement creating Principal Credit Facility (or evidencing Indebtedness any amendment thereto) that contains a Most Favored Covenant, then the Issuer shall provide a Most Favored Lender Notice in respect of such Most Favored Covenant. Such Most Favored Covenant shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the Company date when such Most Favored Covenant shall have become effective under such Principal Credit Facility (unless such date is prior to the date of this Agreement, in excess which case such covenant will be deemed incorporated effective as of $10,000,000 the date of this Agreement) and any event of default in principal amount (other than Indebtedness permitted by respect of any such Most Favored Covenant so included herein shall be deemed to be an Event of Default under Section 10.611(c) (after giving effect to any grace or cure provisions under such Principal Credit Facility). Thereafter, upon the request of any holder of a Note (and, prior to the Second Closing, any Purchaser), the Issuer shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder to further evidence any of the foregoing. (i) Any Most Favored Covenant incorporated into this Agreement (herein referred to as an “Reference AgreementIncorporated Covenant”) containing one pursuant to this Section 9.10 shall be deemed automatically amended herein to reflect any subsequent amendments made to such Most Favored Covenant under the applicable Principal Credit Facility (provided that, if a Default or more Additional Covenantsan Event of Default then exists and the amendment of such Incorporated Covenant would make such covenant less restrictive on the Issuer, then the prior written consent thereto of the Required Holders shall be required as a condition to such amendment) and (ii) any Incorporated Covenant shall be deemed automatically deleted from this Agreement at such time as such Most Favored Covenant is deleted or otherwise removed from the applicable Principal Credit Facility or such applicable Principal Credit Facility shall be terminated (provided that, if a Default or an Event of Default then exists, then the prior written consent thereto of the Required Holders shall be required as a condition to such deletion or removal); provided, however, that if any fee or other consideration is paid to the lenders under such Principal Credit Facility for such amendment or deletion, the terms equivalent of this Agreement shall, without any further action on the part of the Company such fee or any of other consideration shall be paid to the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to Notes upon the effectiveness of such amendment as provided for or deletion. Upon the occurrence of any event described in this Section 9.9, but shall merely be for the convenience clause (i) of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notespreceding sentence, upon the request of the CompanyIssuer or any holder of Notes, the holders of Notes and the Issuer shall enter into an any additional agreement or amendment to this Agreement to reflect reasonably requested by the Issuer or a holder of Notes, as the case may be, evidencing the amendment of any such amendmentIncorporated Covenant. Upon the occurrence of any event described in clause (ii) of the second preceding sentence, modificationupon the request of the Issuer, removal or termination of such Additional Covenant; provided that the failure of the holders of Notes shall enter into any additional agreement or amendment to this Agreement reasonably requested by the Notes Issuer evidencing the deletion and the Company to execute and deliver termination of any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9Incorporated Covenant.

Most Favored Lender Status. In the event that the Company Issuer shall at any time after the date of this Agreement August 22, 2013 enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Issuer in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.64.06) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement Second Supplemental Indenture shall, without any further action on the part of the Company Issuer or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Issuer further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders Holders of the Notes) an amendment to this Agreement Second Supplemental Indenture in form and substance satisfactory to the Series HH Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.93.09, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 3.09 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this AgreementSecond Supplemental Indenture, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 3.09 is subsequently removed or terminated from the relevant Reference Agreement or the Company Issuer is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyIssuer, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Issuer otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 3.09 and the Company Issuer and the Series HH Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders Holders of the Series HH Notes, upon the request of the CompanyIssuer, shall enter into an amendment to this Agreement Second Supplemental Indenture to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders Holders of the Series HH Notes and the Company Issuer to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement Second Supplemental Indenture as provided above in this Section 9.93.09. Notwithstanding anything herein to the contrary, no Additional Covenant or any amendment or modification thereof which affects the Trustee’s own rights, duties or immunities under the Original Indenture may be incorporated into this Second Supplemental Indenture without its consent thereto.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall (a) If at any time after the date Execution Date, a Primary Credit Facility contains a Financial Covenant by the Company that is more favorable to the lenders under such Primary Credit Facility than the covenants, definitions and/or defaults contained in this Agreement (any such provision (including any necessary definition), a “More Favorable Covenant”), then the Company shall provide a Most Favored Lender Notice (as defined herein below) in respect of such More Favorable Covenant. Unless waived in writing by the Required Holders, within 15 days after each holder’s receipt of such notice, such More Favorable Covenant shall be deemed automatically incorporated by reference into Section 10 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Covenant shall have become effective under such Primary Credit Facility. (b) Any More Favorable Covenant incorporated into this Agreement enter into(herein referred to as an “Incorporated Covenant”) pursuant to this Section 9.9 (i) shall be deemed automatically amended herein to reflect any subsequent amendments made to such More Favorable Covenant under the applicable Primary Credit Facility; provided that, assume if the amendment of such More Favorable Covenant would make such covenant less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time, if it should occur, when such Default or Event of Default no longer exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such More Favorable Covenant is deleted or otherwise become bound by removed from the applicable Primary Credit Facility or obligated such applicable Primary Credit Facility ceases to be a Primary Credit Facility or shall be terminated; provided that, if a Default or an Event of Default then exists, such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time, if it should occur, when such Default or Event of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under any agreement creating such Primary Credit Facility for such amendment or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenantsdeletion, the terms equivalent of this Agreement shallsuch fee or other consideration shall be given, without any further action on the part of the Company or any of pro rata, to the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall (a) If at any time after the date of this Agreement Parent, the Issuer or any Subsidiary Guarantor is a party to, shall enter into, into or shall assume or otherwise become bound by or obligated under any agreement creating Principal Credit Facility (or evidencing Indebtedness any amendment thereto) that contains an Additionala Most Favored Covenant, then the Issuer shall provide a Most Favored Lender Notice in respect of such AdditionalMost Favored Covenant. Such AdditionalMost Favored Covenant shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the Company date when such AdditionalMost Favored Covenant shall have become effective under such Principal Credit Facility (unless such date is prior to the date of the Closing, in excess which case such covenant will be deemed incorporated effective as of $10,000,000 the date of the Closing) and any event of default in principal amount (other than Indebtedness permitted by respect of any such AdditionalMost Favored Covenant so included herein shall be deemed to be an Event of Default under Section 10.611(c) (after giving effect to any grace or cure provisions under such Principal Credit Facility). Thereafter, upon the request of any holder of a Note, the Issuer shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder to further evidence any of the foregoing. (i) Any AdditionalSubject to clause (d) below, (i) any Most Favored Covenant incorporated into this Agreement (herein referred to as an “Reference AgreementIncorporated Covenant”) containing one pursuant to this Section 9.10 shall be deemed automatically amended herein to reflect any subsequent amendments made to such AdditionalMost Favored Covenant under the applicable Principal Credit Facility (provided that, if a Default or more Additional Covenantsan Event of Default then exists and the amendment of such Incorporated Covenant would make such covenant less restrictive on the Issuer, then the prior written consent thereto of the Required Holders shall be required as a condition to such amendment) and (ii) any Incorporated Covenant shall be deemed automatically deleted from this Agreement at such time as such AdditionalMost Favored Covenant is deleted or otherwise removed from the applicable Principal Credit Facility or such applicable Principal Credit Facility shall be terminated (provided that, if a Default or an Event of Default then exists, then the prior written consent thereto of the Required Holders shall be required as a condition to such deletion or removal); provided, however, that if any fee or other consideration is paid to the lenders under such Principal Credit Facility for such amendment or deletion, the terms equivalent of this Agreement shall, without any further action on the part of the Company such fee or any of other consideration shall be paid to the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to Notes upon the effectiveness of such amendment as provided for or deletion. Upon the occurrence of any event described in this Section 9.9, but shall merely be for the convenience clause (i) of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notespreceding sentence, upon the request of the CompanyIssuer or any holder of Notes, the holders of Notes and the Issuer shall enter into an any additional agreement or amendment to this Agreement to reflect reasonably requested by the Issuer or a holder of Notes, as the case may be, evidencing the amendment of any such amendmentIncorporated Covenant. Upon the occurrence of any event described in clause (ii) of the second preceding sentence, modificationupon the request of the Issuer, removal or termination of such Additional Covenant; provided that the failure of the holders of Notes shall enter into any additional agreement or amendment to this Agreement reasonably requested by the Notes Issuer evidencing the deletion and the Company to execute and deliver termination of any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9Incorporated Covenant.

Most Favored Lender Status. In the event that the Company shall (a) If at any time after the date of this Agreement Parent, the Issuer or any Subsidiary Guarantor is a party to, shall enter into, into or shall assume or otherwise become bound by or obligated under any agreement creating Principal Credit Facility (or evidencing Indebtedness any amendment thereto) that contains an Additional Covenant, then the Issuer shall provide a Most Favored Lender Notice in respect of such Additional Covenant. Such Additional Covenant shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the Company date when such Additional Covenant shall have become effective under such Principal Credit Facility (unless such date is prior to the date of the Closing, in excess which case such covenant will be deemed incorporated effective as of $10,000,000 the date of the Closing) and any event of default in principal amount (other than Indebtedness permitted by respect of any such Additional Covenant so included herein shall be deemed to be an Event of Default under Section 10.611(c) (after giving effect to any grace or cure provisions under such Principal Credit Facility). Thereafter, upon the request of any holder of a Note, the Issuer shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder to further evidence any of the foregoing. (i) Any Additional Covenant incorporated into this Agreement (herein referred to as an “Reference AgreementIncorporated Covenant”) containing one pursuant to this Section 9.10 shall be deemed automatically amended herein to reflect any subsequent amendments made to such Additional Covenant under the applicable Principal Credit Facility (provided that, if a Default or more an Event of Default then exists and the amendment of such Incorporated Covenant would make such covenant less restrictive on the Issuer, then the prior written consent thereto of the Required Holders shall be required as a condition to such amendment) and (ii) any Incorporated Covenant shall be deemed automatically deleted from this Agreement at such time as such Additional CovenantsCovenant is deleted or otherwise removed from the applicable Principal Credit Facility or such applicable Principal Credit Facility shall be terminated (provided that, if a Default or an Event of Default then exists, then the prior written consent thereto of the Required Holders shall be required as a condition to such deletion or removal); provided, however, that if any fee or other consideration is paid to the lenders under such Principal Credit Facility for such amendment or deletion, the terms equivalent of this Agreement shall, without any further action on the part of the Company such fee or any of other consideration shall be paid to the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to Notes upon the effectiveness of such amendment as provided for or deletion. Upon the occurrence of any event described in this Section 9.9, but shall merely be for the convenience clause (i) of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notespreceding sentence, upon the request of the CompanyIssuer or any holder of Notes, the holders of Notes and the Issuer shall enter into an any additional agreement or amendment to this Agreement to reflect reasonably requested by the Issuer or a holder of Notes, as the case may be, evidencing the amendment of any such amendmentIncorporated Covenant. Upon the occurrence of any event described in clause (ii) of the second preceding sentence, modificationupon the request of the Issuer, removal or termination of such Additional Covenant; provided that the failure of the holders of Notes shall enter into any additional agreement or amendment to this Agreement reasonably requested by the Notes Issuer evidencing the deletion and the Company to execute and deliver termination of any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9Incorporated Covenant.

Most Favored Lender Status. In the event that (a) If the Company shall at agrees to any time after addition, amendment, waiver, deletion, termination or other modification of any affirmative or negative covenant, default, event of default or comparable provision (however named or designated) set forth in the date of Credit Agreement (a "Credit Agreement Modification") which is more or less restrictive on the Company or any Subsidiary than the provisions contained in this Agreement enter intoAgreement, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness then the Company shall, within five (5) Business Days, provide a notice to the holders of the Company Notes in excess respect of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (each such Credit Agreement Modification. Immediately upon the effectiveness of a “Reference Agreement”) containing one or more Additional CovenantsCredit Agreement Modification, the terms of such Credit Agreement Modification shall be automatically incorporated by reference into this Agreement shall(such Credit Agreement Modification as so incorporated is herein referred to as an "Incorporated Provision")), without mutatis mutandis, as if set forth fully herein; provided, that at any further action time as a Default or Event of Default has occurred and is continuing, no Credit Agreement Modification which is less restrictive on the part of the Company or any Subsidiary will be deemed incorporated into this Agreement without the prior written consent of the holders Required Holders, which written consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in no event shall an Incorporated Provision amend or modify any provision otherwise set forth herein to make such provision less restrictive as to the Company or any Subsidiary than the corresponding provision set forth in the 2002 Note Agreement, as in effect on the Series A Closing Day. (b) Except as contemplated by Section 10.7(a), no Incorporated Provision shall be modified unless such Incorporated Provision is amended or waived in accordance with the provisions of Section 17 and then only to the extent of such amendment or waiver. (c) In connection with any Credit Agreement Modification, the Company and the Required Holders agree within 30 days of the Noteswritten request of either the Company or the Required Holders, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an enter into a formal amendment to this Agreement Agreement, in form and substance satisfactory to the Required Holders evidencing Holders, acting reasonably, to document the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment applicable amendments to this Agreement arising from any such Credit Agreement Modification. If any fee, supplemental or additional interest or other consideration is given to reflect such amendmentany lender under a Credit Agreement Modification as consideration for or as an inducement to enter into any Credit Agreement Modification, modification, removal or termination the equivalent of such Additional Covenant; provided that the failure of fee, supplemental or additional interest or other consideration shall be paid to the holders of the Notes and with respect to such Credit Agreement Modification that is incorporated into this Agreement at the Company same time as such fee, supplemental or additional interest or other consideration is paid to execute and deliver any such amendment shall not adversely affect lender. For the automatic incorporation avoidance of doubt, the amount of any amended payment (whether as fee or modified Additional Covenants into, or interest) to any holder of Notes then being made shall be deemed equivalent to any similar payment under the automatic removal or termination Credit Agreement if such payment to such holder of Additional Covenants from, this Notes represents the same percentage of the then outstanding principal amount of such Notes as the percentage of all then outstanding Debt under the Credit Agreement as provided above in this Section 9.9represented by the aggregate amount of such similar payments under the Credit Agreement.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.. Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement

Most Favored Lender Status. In the event that the Company shall (a) If at any time after the date of this Agreement enter into(i) any Credit Agreement contains a covenant (whether constituting a covenant or event of default) by an Obligor (A) to maintain the Leverage Ratio (or a similar covenant or limitation on Indebtedness contained in any such Credit Agreement) at a level more favorable to the lenders under such Credit Agreement than the level set forth in Section 10.7, assume (B) to maintain a minimum amount of Consolidated Net Worth (or otherwise become bound by a similar covenant contained in any such Credit Agreement), (C) to maintain the Fixed Charge Coverage Ratio (or obligated a similar covenant contained in any such Credit Agreement) at a level more favorable to the lenders under such Credit Agreement than the level set forth in Section 10.9, (D) constituting an Additional Covenant (in addition to the covenants described in clauses (i), (ii) and (iii) above) or (E) constituting an Additional Default, together with all definitions and interpretive provisions from such Credit Agreement to the extent used in relation thereto, or (ii) the Required Holders, acting in their sole discretion, determine that the Parent Guarantor or any Subsidiary has provided any other creditor with greater rights, protections, compensation or other benefits under any agreement creating or evidencing instruments relating to Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to Notes have received under this Agreement or any other Financing Agreement (any such provision described in form and substance satisfactory to clauses (i) or (ii) above, a “Most Favorable Covenant”), then the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery Obligors shall provide a Most Favored Lender Notice in respect of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties heretoMost Favorable Covenant. Notwithstanding the foregoing, (A) if any Additional Such Most Favorable Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed automatically incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporatedAgreement, mutatis mutandimutandis, as if set forth fully in this Agreementfull herein, effective beginning on as of the date on which when such amendment or modification is Most Favorable Covenant shall have become effective under such Credit Agreement (unless such date is prior to the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the NotesClosing, in which case such covenant will be deemed incorporated effective as of the date of the Closing). Thereafter, upon the request of any holder of a Note, the CompanyObligors shall, shall as soon as reasonably practicable, enter into an any additional agreement or amendment to this Agreement and any other Financing Agreement reasonably requested by such holder to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure further evidence any of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9foregoing.

Most Favored Lender Status. In 7.14.1. The Borrower will not enter into or permit any amendment to the event that the Company shall at Prudential Agreement or any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing Prudential Note Document to include one or more Additional CovenantsCovenants or Additional Defaults, unless prior written consent to such amendment shall have been obtained from the Majority Banks; provided, however, in the event that any such amendment shall be entered into without the prior written consent of the Majority Banks, the terms of this Agreement shall, without any further action on the part of the Company Borrower, the Majority Banks or any of the holders of the NotesAdministrative Agent, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementamendment. The Company Borrower further covenants to promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of Banks and the NotesAdministrative Agent) an amendment to this Agreement in form and substance content satisfactory to the Required Holders Majority Banks evidencing the amendment of this Agreement to include such Additional CovenantsCovenants and Additional Defaults to which the Majority Banks granted consent, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.97.14.1, but shall merely be for the convenience of the parties hereto. 7.14.2. Notwithstanding The Borrower will not enter into or amend any agreement governing or evidencing Indebtedness for borrowed money (other than the foregoingPrudential Agreement and other than Capital Leases) in a principal amount committed or outstanding of $10,000,000 or more under one agreement, or a series of related agreements, that includes one or more Additional Covenants or Additional Defaults (other than covenants pertaining to the conversion of such Indebtedness to equity), unless prior to entering into such agreement or amendment, (Ai) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace Borrower offered such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on or Additional Default to the date on which such amendment or modification is effective under the relevant Reference Agreement Banks and (Bii) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date Majority Banks have accepted such Additional Covenant is removed or terminated from Additional Default, the relevant Reference Agreement or Borrower has executed and delivered at its expense (including the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In reasonable fees and expenses of counsel for the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 Banks and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into Administrative Agent) an amendment to this Agreement to reflect such amendment, modification, removal or termination of include such Additional Covenant; Covenants and Additional Defaults in this Agreement, provided that in no event shall the failure Borrower enter into or amend any agreement to restrict payments on the Obligations or restrict the ability of the holders Borrower to enter into amendments and modifications of this Agreement or the other Loan Documents without the prior written consent of the Notes and Majority Banks; provided, further, in the Company to execute and deliver event that the Borrower or any Subsidiary shall enter into, assume or otherwise become bound by or obligated under any such amendment shall not adversely affect the automatic incorporation of any amended or modified agreement that includes Additional Covenants intoor Additional Defaults, without executing and delivering such amendment to this Agreement, the terms of this Agreement shall, without any further action on the part of the Borrower, the Majority Banks or the automatic removal or termination of Administrative Agent, be deemed to be amended automatically to include each Additional Covenants from, this Agreement as provided above Covenant and each Additional Default contained in this Section 9.9such agreement.

Most Favored Lender Status. In the event that the Company Fund shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Fund in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company Fund or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Fund further covenants to promptly CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. Note Purchase Agreement execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company Fund is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyFund, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Fund otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company Fund and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the CompanyFund, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company Fund to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. (i) In the event that the Company or any Subsidiary shall amend any Principal Credit Facility at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing such that such Principal Credit Facility contains one or more Additional CovenantsCovenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Principal Credit Facility. (ii) If this Agreement is deemed amended to include any Additional Covenant or Additional Default, and thereafter such Additional Covenant or Additional Default in any Principal Credit Facility is excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified, then the related Additional Covenant or Additional Default included in this Agreement pursuant to the requirements of this paragraph 6Q shall, without any further action on the part of the Company or any of the holders of the Notes, be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified in this Agreement. ; provided if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Covenant or Additional Default is to be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified under this paragraph 6Q, the prior written consent of the Required Holders shall be required as a condition to the exclusion, termination, loosening, relaxation, tightening, amendment or other modification of any such Additional Covenant or Additional Default, as the case may be; and provided, further, that in no event shall the covenants, defaults or any related definitions contained in this Agreement as in effect on the date of this Agreement be deemed amended or construed to be loosened or relaxed by operation of the terms of this paragraph 6Q(ii), and only any such Additional Covenant or Additional Default shall be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified pursuant to the terms hereof. (iii) The Company further covenants to shall promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders Holder(s) evidencing the amendment of this Agreement to include such include, exclude, terminate, loosen, relax, tighten, amend or otherwise modify any Additional CovenantsCovenant or Additional Default, as the case may be, pursuant to clause (i) or clause (ii) above; provided that the execution and delivery of such amendment amendments to this Agreement described herein shall not be a precondition to the effectiveness of such inclusion, exclusion, termination, loosening, relaxation, tightening, amendment as provided for in this Section 9.9or modification, but shall merely be for the convenience of the parties hereto. Notwithstanding . (iv) To the foregoing, extent that (A1) if lenders or holders under any Principal Credit Facility receive any fee or other compensation at the time of or in connection with agreeing or consenting to any action described in clause (ii) above in respect of any Additional Covenant that has been incorporated herein or Additional Default (such fees and compensation being “New Additional Covenant and Default Fees”), (2) as a result, pursuant to this Section 9.9 is subsequently amended clause (ii) above, the corresponding Additional Covenant or modified in the relevant Reference Agreement, such Additional CovenantDefault, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment is similarly excluded, terminated, loosened, relaxed, tightened, amended, or modification is effective under the relevant Reference Agreement otherwise modified, and (B3) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is has not otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of paid the holders of the Notes and fees in connection with such action, then the Company shall pay the holders of the Notes fees and compensation in an aggregate amount equal to execute the product of (i) the New Additional Covenant and deliver Default Fees paid to such lenders and holders in respect of such action and (ii) a fraction of which (A) the numerator is the aggregate principal amount of Notes then outstanding and (B) the denominator is the aggregate principal amount of all Indebtedness (including unused commitments of the lenders) under the Principal Credit Facilities then outstanding; and (v) The Company covenants and agrees to give prompt written notice in reasonable detail to the holders of the Notes of each and every occasion in which each and every Additional Covenant or Additional Default in any such amendment shall not adversely affect the automatic incorporation of any Principal Credit Facility is included, excluded, terminated, loosened, relaxed, tightened, amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9otherwise modified.

Most Favored Lender Status. In The Company shall not, and shall not permit any Subsidiary to, enter into, assume or otherwise be bound or obligated under Material Debt Agreement (as defined below) containing one or more Additional Financial Covenants or Additional Defaults, without the event prior written consent of the Required Lenders; provided that if the Company or any Subsidiary shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness Material Debt Agreement without the prior written consent of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsRequired Lenders, the terms of this Agreement shall, without any further action on the part of the Company Company, the Administrative Agent or any of the holders of the NotesLender, be deemed to be amended automatically to include each Additional Financial Covenant and each Additional Default contained in Material Debt Agreement, but only for so long as such Reference Additional Financial Covenant or Additional Default remains in effect under such Material Debt Agreement. The Company further covenants to shall promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notesincluding Attorney Costs) an amendment to this Agreement in form and substance satisfactory to the Required Holders Lenders evidencing the amendment of this Agreement to include any such Additional Covenants, Financial Covenant and/or Additional Default; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such the effectiveness of any amendment as provided for in this Section 9.9, but shall merely be for the convenience 8.16. For purposes of the parties hereto. Notwithstanding the foregoing, “Material Debt Agreement” means any agreement (Aor group of related agreements) if under which the Company and/or any Additional Covenant that Subsidiary at any time incurs (directly, by assumption, by operation of law or otherwise) or has been incorporated herein the right to incur (pursuant to this Section 9.9 is subsequently amended or modified committed financing) Indebtedness in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders excess of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant$50,000,000; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment agreement (or group of related agreements) shall not adversely affect cease to be a Material Debt Agreement if the automatic incorporation total amount of any amended Debt and unfunded commitments thereunder is permanently reduced to $30,000,000 or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9less.

Most Favored Lender Status. In the event that (a) If the Company shall at agrees to any time after addition, amendment, waiver, deletion, termination or other modification of any affirmative or negative covenant, default, event of default or comparable provision (however named or designated) set forth in the date of this Credit Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness then in effect (including as a result of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6refinancing, replacement or extension thereof) (a “Reference AgreementCredit Agreement Modification”) containing one which is more or more Additional Covenants, the terms of this Agreement shall, without any further action less restrictive on the part of the Company or any of Subsidiary than the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant provisions contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense this Agreement (including, without limitation, those set forth on Schedule 10.7), then the fees and expenses Company shall, within five (5) Business Days of counsel for each such Credit Agreement Modification, provide a notice to the holders of the NotesNotes in respect of each such Credit Agreement Modification. Each of the provisions set forth on Schedule 10.7 are on the date hereof (and immediately upon the effectiveness of a Credit Agreement Modification which shall have occurred after the date hereof, the terms of such Credit Agreement Modification shall be (subject to the proviso below and subject to the next succeeding sentence), automatically) incorporated by reference into this Agreement (each such Credit Agreement Modification and each of the provisions set forth on Schedule 10.7 as so incorporated is herein referred to as an “Incorporated Provision”), mutatis mutandis, as if set forth fully herein; provided, that at any time a Default or Event of Default has occurred and is continuing, no Credit Agreement Modification which is less restrictive on the Company or any Subsidiary will be deemed incorporated into this Agreement without the prior written consent of the Required Holders, which written consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in no event shall an Incorporated Provision (i) amend or modify any provision otherwise set forth herein to make such provision less restrictive as to the Company or any Subsidiary than the corresponding provision set forth in this Agreement, as amended from time to time (without giving effect to this Section 10.7), except to the limited extent that any provisions set forth on Schedule 10.7 as of the Closing Day (and any modifications to this Agreement effected thereby as of the Closing Day) may be less restrictive as to the Company and its Subsidiaries as of the Closing Day (any such less restrictive provision on Schedule 10.7, a “Closing Day Less Restrictive Provision”), or (ii) delete the parenthetical phrase set forth in Section 10.4(i). For the avoidance of doubt, any change in the modifications effected by Schedule 10.7 as the result of a Credit Agreement Modification after the DB1/ 87639059.10 Closing Day shall be disregarded if it would have the effect of making any Closing Day Less Restrictive Provision less restrictive as to the Company or any Subsidiary. (b) Except as contemplated by Section 10.7(a), no Incorporated Provision shall be modified unless such Incorporated Provision is amended or waived in accordance with the provisions of Section 18 and then only to the extent of such amendment or waiver. (c) In connection with any Credit Agreement Modification, the Company and the Required Holders agree within 30 days of the written request of the Company or the Required Holders, to enter into a formal amendment to this Agreement Agreement, in form and substance satisfactory to the Required Holders evidencing Holders, acting reasonably, to document the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment applicable amendments to this Agreement arising from any such Credit Agreement Modification. If any fee, supplemental or additional interest or other consideration is given to reflect such amendmentany lender under a Credit Agreement Modification as consideration for or as an inducement to enter into any Credit Agreement Modification, modification, removal or termination the equivalent of such Additional Covenant; provided that the failure of fee, supplemental or additional interest or other consideration shall be paid to the holders of the Notes and with respect to such Credit Agreement Modification that is incorporated into this Agreement at the Company same time as such fee, supplemental or additional interest or other consideration is paid to execute and deliver any such amendment shall not adversely affect lender. For the automatic incorporation avoidance of doubt, the amount of any amended payment (whether as fee or modified Additional Covenants into, or interest) to any holder of Notes then being made shall be deemed equivalent to any similar payment under the automatic removal or termination Credit Agreement if such payment to such holder of Additional Covenants from, this Notes represents the same percentage of the then outstanding principal amount of such Notes as the percentage of all then outstanding Debt under the Credit Agreement as provided above in this Section 9.9represented by the aggregate amount of such similar payments under the Credit Agreement.

Most Favored Lender Status. (i) In the event that the Company or any Subsidiary shall amend any Principal Credit Facility at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing such that such Principal Credit Facility contains one or more Additional CovenantsCovenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Principal Credit Facility. (ii) If this Agreement is deemed amended to include any Additional Covenant or Additional Default, and thereafter such Additional Covenant or Additional Default in any Principal Credit Facility is excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified, then the related Additional Covenant or Additional Default included in this Agreement pursuant to the requirements of this paragraph 6Q shall, without any further action on the part of the Company or any of the holders of the Notes, be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified in this Agreement. ; provided if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Covenant or Additional Default is to be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified under this paragraph 6Q, the prior written consent of the Required Holders shall be required as a condition to the exclusion, termination, loosening, relaxation, tightening, amendment or other modification of any such Additional Covenant or Additional Default, as the case may be; and provided, further, that in no event shall the covenants, defaults or any related definitions contained in this Agreement as in effect on the date of this Agreement be deemed amended or construed to be loosened or relaxed by operation of the terms of this paragraph 6Q(ii), and only any such Additional Covenant or Additional Default shall be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified pursuant to the terms hereof. (iii) The Company further covenants to shall promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders Holder(s) evidencing the amendment of this Agreement to include such include, exclude, terminate, loosen, relax, tighten, amend or otherwise modify any Additional CovenantsCovenant or Additional Default, as the case may be, pursuant to clause (i) or clause (ii) above; provided that the execution and delivery of such amendment amendments to this Agreement described herein shall not be a precondition to the effectiveness of such inclusion, exclusion, termination, loosening, relaxation, tightening, amendment as provided for in this Section 9.9or modification, but shall merely be for the convenience of the parties hereto. Notwithstanding . (iv) To the foregoing, extent that (A1) if lenders or holders under any Principal Credit Facility receive any fee or other compensation at the time of or in connection with agreeing or consenting to any action described in clause (ii) above in respect of any Additional Covenant that has been incorporated herein or Additional Default (such fees and compensation being “New Additional Covenant and Default Fees”), (2) as a result, pursuant to this Section 9.9 is subsequently amended clause (ii) above, the corresponding Additional Covenant or modified in the relevant Reference Agreement, such Additional CovenantDefault, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment is similarly excluded, terminated, loosened, relaxed, tightened, amended, or modification is effective under the relevant Reference Agreement otherwise modified, and (B3) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is has not otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of paid the holders of the Notes and fees in connection with such action, then the Company shall pay the holders of the Notes fees and compensation in an aggregate amount equal to execute the product of (i) the New Additional Covenant and deliver Default Fees paid to such lenders and holders in respect of such action and (ii) a fraction of which (A) the numerator is the aggregate principal amount of Notes then outstanding and (B) the denominator is the aggregate principal amount of all Indebtedness (including unused commitments of the lenders) under the Principal Credit Facilities then outstanding; and (v) The Company covenants and agrees to give prompt written notice in reasonable detail to the holders of the Notes of each and every occasion in which each and every Additional Covenant or Additional Default in any such amendment shall not adversely affect the automatic incorporation of any Principal Credit Facility is included, excluded, terminated, loosened, relaxed, tightened, amended or modified Additional Covenants into, or otherwise modified. (h) Paragraph 7(A)(v) of the automatic removal or termination of Additional Covenants from, this Note Agreement as provided above is hereby amended by replacing such paragraph in this Section 9.9.its entirety with the following:

Most Favored Lender Status. In the event that the Company Issuer shall at any time after the date of this Agreement Original Issue Date enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Issuer in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.64.06) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement First Supplemental Indenture shall, without any further action on the part of the Company Issuer or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Issuer further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders Holders of the Notes) an amendment to this Agreement First Supplemental Indenture in form and substance satisfactory to the Series HH Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.93.09, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 3.09 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this AgreementFirst Supplemental Indenture, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 3.09 is subsequently removed or terminated from the relevant Reference Agreement or the Company Issuer is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyIssuer, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Issuer otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 3.09 and the Company Issuer and the Series HH Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders Holders of the Series HH Notes, upon the request of the CompanyIssuer, shall enter into an amendment to this Agreement First Supplemental Indenture to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders Holders of the Series HH Notes and the Company Issuer to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement First Supplemental Indenture as provided above in this Section 9.93.09. Notwithstanding anything herein to the contrary, no Additional Covenant or any amendment or modification thereof which affects the Trustee’s own rights, duties or immunities under the Indenture may be incorporated into this First Supplemental Indenture without its consent thereto.

Most Favored Lender Status. In the event that the Company shall If at any time after the Effective Date, the Existing 5-Year Credit Agreement or any other credit agreement, indenture, loan agreement, note purchase agreement or other similar agreement with respect to any Material Indebtedness (other than any Indebtedness of the Parent Guarantor to any Subsidiary and of any Subsidiary to the Parent Guarantor or any other Subsidiary) (each a “Subject Agreement”) shall contain any covenant or any other provision measuring financial performance (however expressed and whether stated as a ratio, fixed threshold, event of default, mandatory prepayment provision, trigger with respect to collateral, review event or otherwise) that is not in effect on the date hereof and which is more beneficial to the lenders under such Subject Agreement, or is more restrictive on the Parent Guarantor or any of its Subsidiaries than the provisions of this Agreement enter into(each, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness a “Subject Provision”), then the Parent Guarantor shall provide prompt written notice thereof to the Administrative Agent (and furnish the Administrative Agent a copy of the Company definitive documentation for such Subject Agreement). Thereupon, unless waived in excess of $10,000,000 in principal amount (other than Indebtedness permitted writing by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference AgreementLenders, such Additional Covenant, as amended or modified, Subject Provision shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporatedAgreement, mutatis mutandimutandis, as if set forth fully in this Agreement, herein effective beginning on as of the date on which when such amendment or modification is Subject Provision became effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference such Subject Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the NotesThereafter, upon the request of the CompanyRequired Lenders, the Obligors shall enter into an any additional agreement or amendment to this Agreement reasonably requested evidencing any of the foregoing. Any Subject Provision incorporated into this Agreement pursuant to reflect such amendment, modification, removal this Section 6.10 shall remain unchanged and shall not be deemed amended or termination waived under this Agreement notwithstanding any amendment or waiver of such Additional Covenant; provided that Subject Provision under the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9applicable Subject Agreement.

Most Favored Lender Status. In the event that If the Company shall at or any time after the date of this Agreement enter Subsidiary enters into, assume assumes or otherwise become becomes bound by or obligated (including, without limitation, by amendment thereto) under any agreement creating or evidencing Indebtedness of the Company Material Credit Facility, in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) any case containing one or more Additional CovenantsCovenants (other than those in the Credit Agreement on the date of this Agreement) or Additional Defaults (other than those in the Credit Agreement on the date hereof), (a) the Company shall promptly (but in any event within 10 Business Days) provide notice to each holder thereof and (b) the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference AgreementMaterial Credit Facility. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders Holder(s) evidencing the amendment of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.15, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Any Additional Covenant that has been or Additional Default incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, 10.15 shall be deemed incorporated by reference into deleted from this Agreement and replace at such time as such Additional Covenant as originally incorporatedor Additional Default is deleted or otherwise removed from, mutatis mutandior is no longer in effect under, as or pursuant to, the related Material Credit Facility, or if set forth fully the related Material Credit Facility has been terminated; provided, that (i) in no event shall the terms and provisions of the covenants and defaults contained in this Agreement, effective beginning Agreement become less restrictive than the terms and provisions of the covenants and defaults contained in this Agreement on the date on which such amendment Series A Closing Day as a result of this Section 10.15 and (ii) in each case that any consideration is paid or modification is effective provided to any holder of Indebtedness under the relevant Reference Agreement related Material Credit Facility in connection with any such deletion, removal, non-effectiveness or termination (other than reimbursement of expenses and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from repayment in full of the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreementrelated Material Credit Facility in connection with its termination), the Company, beginning on the effective date such Additional Covenant is removed same amount of consideration shall be paid or terminated from the relevant Reference Agreement or the Company otherwise no longer required provided to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In (a) Subject to the event that the Company shall following clause (b), if at any time after (i) any Facility Agreement or (ii) the date of this 2009 USPP Note Agreement enter into(each, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one includes provisions requiring compliance with a financial ratio (however expressed, including without limitation as a covenant, as an event of default, as a review event or more Additional Covenantsas a mandatory prepayment provision), the terms of in any event that is not otherwise included in this Agreement shall, without any further action on the part of the Company a materially equivalent basis or any of that would be more beneficial to the holders of Notes than the relevant similar covenant or like provisions contained in this Agreement (any such provision, an “Additional Covenant”), then the Obligor shall within 30 days thereafter provide notice thereof to the holders of Notes, be deemed which notice shall refer specifically to be amended automatically to include this Section 9.11 and describe in reasonable detail any Additional Covenants. Unless waived in writing by the Required Holders within five Business Days of the holders’ receipt of such notice, each Additional Covenant contained set forth in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, notice shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporatedAgreement, mutatis mutandimutandis, as if set forth fully in this Agreement, herein effective beginning on as of the date on which when such amendment or modification is Additional Covenants became effective under the relevant applicable Reference Agreement Agreement. (b) Provided that no Default or Event of Default shall have occurred and (B) if be continuing, any Additional Covenant that has been incorporated herein pursuant to shall be deemed automatically (x) amended, waived or otherwise modified in this Section 9.9 is subsequently removed or terminated Agreement at such time as each holder of Notes shall have received notice in writing from the relevant Obligor certifying that such Additional Covenant shall have been so amended, waived or otherwise modified under the applicable Reference Agreement or (including, without limitation, as a result of the Company is otherwise no longer required application of any provision contained therein with respect to comply therewith under changes in accounting principles) and (y) deleted from this Agreement at such time as each holder of Notes shall have received notice in writing from the relevant Obligor certifying that such Additional Covenant shall have been deleted from the applicable Reference Agreement, or that the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant applicable Reference Agreement shall have been terminated and that no amounts are outstanding thereunder. If the Parent Guarantor or the Company otherwise no longer required Obligor or any Member shall pay any fee or other compensation to comply with any Person party to the applicable Reference Agreement as an inducement to receiving any amendment, waiver, modification, deletion or termination that is the subject of any notice set forth in the foregoing clause (x) or (y), such Additional Covenantamendment, waiver, modification, deletion or termination shall no longer be not become effective under this Agreement until the Parent Guarantor or remain obligated the Obligor shall have paid the same level of fee or other compensation to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed each holder of Notes (whether a flat fee or terminated pursuant to flat compensation or based on a percentage or other metric of outstanding obligations or otherwise). (c) Notwithstanding anything set forth in this Section 9.9 9.11, no covenant (however expressed) contained in this Agreement as of the date of this Agreement shall be deemed deleted from this Agreement or made less restrictive than the level set with respect to such covenant (however expressed) as of such date, unless amended or otherwise modified in accordance with Section 19. (d) Upon the request by the Obligor or any holder of a Note, the Obligor and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, Notes shall enter into an additional agreement or an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that (as agreed between the failure Obligor and the Required Holders working in good faith) evidencing any of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9foregoing.

Most Favored Lender Status. In the event that the The Company shall at will not, and will not permit any time after the date of this Agreement Subsidiary to, enter into, assume or otherwise become bound by or obligated under any agreement creating evidencing, securing, guaranteeing or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing otherwise relating to Designated Debt that contains, or amend any such agreement to contain, one or more Additional CovenantsCovenants or Additional Defaults, unless the terms of Company or such Subsidiary has offered to make an amendment to this Guarantee and the Credit Agreement, in form and substance satisfactory to the Lender, to add to or amend this Guarantee and the Credit Agreement to contain such Additional Covenants or Additional Defaults; provided, however, in the event that the Company or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, any such agreement without making such offer, or if such offer was made and has not been rejected by the Lender, this Guarantee and the Credit Agreement shall, without any further action on the part of the Company Company, the Borrower or any of the holders of the NotesLender, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the NotesLender) an amendment to this Guarantee and the Credit Agreement in form and substance satisfactory to the Required Holders Lender evidencing the amendment amendments of this Guarantee and the Credit Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.94.1(c), but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time (a) If after the date of this Agreement enter the Company enters into, assume assumes or otherwise become becomes bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenantsnew Financial Covenants or Sale of Assets Covenants in the Primary Credit Agreement, or if after the date of this Agreement the Company amends any Financial Covenant or Sale of Asset Covenant in the Primary Credit Facility to become more restrictive as to the Company or its Subsidiaries than the Financial Covenants or Sale of Assets Covenant in this Agreement, then the Company will promptly, and in any event within 10 days thereafter, notify the holders of the Notes of such new or amended Financial Covenant or Sale of Asset Covenant and the terms of this Agreement shall, whether or not the Company provides such notice and without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional new or amended Financial Covenant contained in such Reference Agreementor Sale of Asset Covenant. The Company further covenants to promptly execute and deliver at its expense (including, including without limitation, the reasonable fees and expenses of counsel for the holders of the Notes) ), an amendment to this Agreement in form and substance satisfactory to evidence the Required Holders evidencing the amendment inclusion of this Agreement to include such Additional Covenantsnew or amended Financial Covenant or Sale of Asset Covenant, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.11(a), but shall merely be for the convenience of the parties hereto. Notwithstanding . (b) If after the foregoing, (A) if any Additional Covenant that has been incorporated herein time this Agreement is amended pursuant to Section 10.11(a) to include in this Section 9.9 Agreement any new or amended Financial Covenant or Sale of Asset Covenant (an “Incorporated Covenant”), such Incorporated Covenant ceases to be in effect under or is subsequently deleted from the Primary Credit Facility or is amended or modified in for the relevant Reference Agreement, such Additional Covenant, purposes of the Primary Credit Facility so as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required become less restrictive with respect to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant hereinits Subsidiaries, the holders of the Notesthen, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes will amend this Agreement to delete or similarly amend or modify, as the case may be, such Incorporated Covenant as in effect in this Agreement, provided that (i) no Default or Event of Default shall be in existence immediately before or after such deletion, amendment or modification, and (ii) if any fees or other remuneration were paid to any lender under the Primary Credit Facility with respect to causing such Incorporated Covenant to cease to be in effect or be deleted or to be so amended or modified, then the Company shall have paid to the holders of the Notes the same fees or other remuneration on a pro rata basis in proportion to the relative outstanding principal amounts of the Notes and the Company principal amount of the Indebtedness outstanding under the Primary Credit Facility. Notwithstanding the foregoing, no amendment to execute and deliver any such amendment shall not adversely affect this Agreement pursuant to this Section 10.11(b) as the automatic incorporation result of any Incorporated Covenant ceasing to be in effect or being deleted, amended or otherwise modified Additional Covenants into, shall cause any Financial Covenant or Sale of Assets Covenant in this Agreement to be less restrictive as to the automatic removal Company or termination its Subsidiaries than such Financial Covenant or Sale of Additional Covenants from, Assets Covenant as contained in this Agreement as provided above in this effect on the date hereof, and as amended other than as the result of the application of Section 9.910.11(a) originally caused by such Incorporated Covenant.

Most Favored Lender Status. In the event that (a) If the Company shall at agrees to any time after addition, amendment, waiver, deletion, termination or other modification of any affirmative or negative covenant, default, event of default or comparable provision (however named or designated) set forth in the date of Credit Agreement (a "Credit Agreement Modification") which is more or less restrictive on the Company or any Subsidiary than the provisions contained in this Agreement enter intoAgreement, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness then the Company shall, within five (5) Business Days, provide a notice to the holders of the Company Notes in excess respect of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (each such Credit Agreement Modification. Immediately upon the effectiveness of a “Reference Agreement”) containing one or more Additional CovenantsCredit Agreement Modification, the terms of such Credit Agreement Modification shall be automatically incorporated by reference into this Agreement shall(such Credit Agreement Modification as so incorporated is herein referred to as an "Incorporated Provision")), without mutatis mutandis, as if set forth fully herein; provided, that at any further action time as a Default or Event of Default has occurred and is continuing, no Credit Agreement Modification which is less restrictive on the part of the Company or any Subsidiary will be deemed incorporated into this Agreement without the prior written consent of the holders Required Holders, which written consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in no event shall an Incorporated Provision amend or modify any provision otherwise set forth herein to make such provision less restrictive as to the Company or any Subsidiary than the corresponding provision set forth in the 2002 Note Agreement, as in effect on the date of the NotesClosing. (b) Except as contemplated by Section 10.7(a), no Incorporated Provision shall be deemed modified unless such Incorporated Provision is amended or waived in accordance with the provisions of Section 17 and then only to be amended automatically to include each Additional Covenant contained in the extent of such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense amendment or waiver. (including, without limitationc) In connection with any Credit Agreement Modification, the fees Company and expenses of counsel for the holders Required Holders agree within 30 days of the Notes) an written request of either the Company or the Required Holders, to enter into a formal amendment to this Agreement Agreement, in form and substance satisfactory to the Required Holders evidencing Holders, acting reasonably, to document the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment applicable amendments to this Agreement arising from any such Credit Agreement Modification. If any fee, supplemental or additional interest or other consideration is given to reflect such amendmentany lender under a Credit Agreement Modification as consideration for or as an inducement to enter into any Credit Agreement Modification, modification, removal or termination the equivalent of such Additional Covenant; provided that the failure of fee, supplemental or additional interest or other consideration shall be paid to the holders of the Notes and with respect to such Credit Agreement Modification that is incorporated into this Agreement at the Company same time as such fee, supplemental or additional interest or other consideration is paid to execute and deliver any such amendment shall not adversely affect lender. For the automatic incorporation avoidance of doubt, the amount of any amended payment (whether as fee or modified Additional Covenants into, or interest) to any holder of Notes then being made shall be deemed equivalent to any similar payment under the automatic removal or termination Credit Agreement if such payment to such holder of Additional Covenants from, this Notes represents the same percentage of the then outstanding principal amount of such Notes as the percentage of all then outstanding Debt under the Credit Agreement as provided above in this Section 9.9represented by the aggregate amount of such similar payments under the Credit Agreement.

Most Favored Lender Status. (i) In the event that the Company or any Subsidiary shall amend the Principal Credit Facility at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of such that the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing Principal Credit Facility contains one or more Additional CovenantsCovenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in the Principal Credit Facility. (ii) If this Agreement is deemed amended to include any Additional Covenant or Additional Default, and thereafter such Reference Additional Covenant or Additional Default in the Principal Credit Facility is excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified, then the related Additional Covenant or Additional Default included in this Agreement pursuant to the requirements of this paragraph 6Q shall, without any further action on the part of the Company or any of the holders of the Notes, be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified in this Agreement. ; provided if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Covenant or Additional Default is to be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified under this paragraph 6Q, the prior written consent of the Required Holders shall be required as a condition to the exclusion, termination, loosening, relaxation, tightening, amendment or other modification of any such Additional Covenant or Additional Default, as the case may be; and provided, further, that in no event shall the covenants, defaults or any related definitions contained in this Agreement as in effect on the date of this Agreement be deemed amended or construed to be loosened or relaxed by operation of the terms of this paragraph 6Q(ii), and only any such Additional Covenant or Additional Default shall be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified pursuant to the terms hereof. (iii) The Company further covenants to shall promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders Holder(s) evidencing the amendment of this Agreement to include such include, exclude, terminate, loosen, relax, tighten, amend or otherwise modify any Additional CovenantsCovenant or Additional Default, as the case may be, pursuant to clause (i) or clause (ii) above; provided that the execution and delivery of such amendment amendments to this Agreement described herein shall not be a precondition to the effectiveness of such inclusion, exclusion, termination, loosening, relaxation, tightening, amendment as provided for in this Section 9.9or modification, but shall merely be for the convenience of the parties hereto. Notwithstanding . (iv) To the foregoing, extent that (A1) if lenders under the Principal Credit Facility receive any fee or other compensation at the time of or in connection with agreeing or consenting to any action described in clause (ii) above in respect of any Additional Covenant that has been incorporated herein or Additional Default (such fees and compensation being “New Bank Additional Covenant and Default Fees”), (2) as a result, pursuant to this Section 9.9 is subsequently amended clause (ii) above, the corresponding Additional Covenant or modified in the relevant Reference Agreement, such Additional CovenantDefault, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment is similarly excluded, terminated, loosened, relaxed, tightened, amended, or modification is effective under the relevant Reference Agreement otherwise modified, and (B3) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is has not otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of paid the holders of the Notes and fees in connection with such action, then the Company shall pay the holders of the Notes fees and compensation in an aggregate amount equal to execute the product of (i) the New Bank Additional Covenant and deliver any Default Fees paid the lenders in respect of such amendment shall not adversely affect action and (ii) a fraction of which (A) the automatic incorporation numerator is the aggregate principal amount of any Notes then outstanding and (B) the denominator is the aggregate principal amount of all loans and unused commitments of the lenders under the Principal Credit Facility then outstanding; and (v) The Company covenants and agrees to give prompt written notice in reasonable detail to the holders of the Notes of each and every occasion in which each and every Additional Covenant or Additional Default in the Principal Credit Facility is included, excluded, terminated, loosened, relaxed, tightened, amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9otherwise modified.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement the Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the Tortoise MLP Fund, Inc. Note Purchase Agreement relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating creating, governing or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (under a “Reference Agreement”) Material Credit Facility containing one or more Additional CovenantsCovenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement; provided, however, that such deemed amendment to this Agreement shall only remain in effect for as long as such Material Credit Facility remains in effect and contains such Additional Covenants or Additional Defaults; provided that the Company shall give the Required Holders prompt written notice of the termination of any Material Credit Facility or the removal of any Additional Covenant or Additional Default, including a certification that such termination or removal has occurred. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders Holder(s) evidencing the amendment of this Agreement to include such Additional CovenantsCovenants and/or Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9paragraph 6K, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, . (Am) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders Paragraph 7A of the Notes, upon the request of the Company, shall enter into an amendment to this Note Agreement to reflect such amendment, modification, removal or termination is hereby amended by replacing clause (xi) of such Additional Covenant; provided that paragraph in its entirety with the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.following:

Most Favored Lender Status. In the event that the The Parent Company shall at will not, and will not permit any time after the date of this Agreement Subsidiary to, enter into, assume or otherwise become bound by or obligated under any agreement creating evidencing, securing, guaranteeing or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing otherwise relating to Designated Debt that contains, or amend any such agreement to contain, one or more Additional CovenantsCovenants or Additional Defaults, unless the terms of Parent Company or such Subsidiary has offered to make an amendment to this Agreement Guaranty and the Amended and Restated Note Purchase Agreements, in form and substance satisfactory to the Required Holders, to add to or amend this Guaranty and the Amended and Restated Note Purchase Agreements to contain such Additional Covenants or Additional Defaults; provided, however, in the event that the Parent Company or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, any such agreement without making such offer, or if such offer was made and has not been rejected by the Required Holders, this Guaranty and the Amended and Restated Note Purchase Agreements shall, without any further action on the part of the Company Parent Company, the Issuer or any of the holders of the NotesNoteholders, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Parent Company further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the NotesNoteholders) an amendment to this Agreement Guaranty and the Amended and Restated Note Purchase Agreements in form and substance satisfactory to the Required Holders evidencing the amendment amendments of this Agreement Guaranty and the Amended and Restated Note Purchase Agreements to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.94.3, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that (a) If the Company or any Subsidiary shall at any time after the date of this Agreement (i) enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing Material Credit Facility which contains one or more Additional CovenantsCovenants or Additional Defaults, or (ii) amend any Material Credit Facility to include one or more Additional Covenants or Additional Defaults, then, in either case, the terms of this Agreement shall, without any further action on the part of the Company Company, any Subsidiary or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant or Additional Default contained in such Reference AgreementMaterial Credit Facility. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the reasonable and documented fees and expenses of counsel for the holders of the NotesNotes for which invoices have been provided to the Company) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.10(a), but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing. (b) During any period when no Default or Event of Default has occurred and is continuing, (A) if any Additional Covenant that has been or Additional Default incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace pursuant to Section 9.10(a) shall automatically without any action required to be taken by the Company or any holder of Notes be deemed deleted from this Agreement at such time as the Material Credit Facility containing such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification Additional Default is effective under the relevant Reference Agreement terminated and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed no amounts of principal or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, interest shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 outstanding thereunder and the Company and shall promptly (but in any event within five Business Days from the Required Holders previously entered into an amendment occurrence thereof) provide written notice thereof to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Companywhich notice shall refer specifically to this Section 9.10, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal include a statement that no Default or termination Event of such Additional Covenant; provided that Default is then in existence and shall describe in reasonable detail the failure of the holders of the Notes relevant Material Credit Facility which has been terminated and the Company to execute Additional Covenant(s) or Additional Default(s) affected thereby. Notwithstanding the foregoing, and deliver any such amendment for the avoidance of doubt, in no event shall not adversely affect the automatic incorporation of any amended covenants or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above defaults in this Section 9.9.agreement be deleted or amended, restated or otherwise modified pursuant to this

Most Favored Lender Status. In the event that the Company shall If at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (or any Subsidiary is a party to or shall enter into any agreement, instrument or other than document relating to the Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any Subsidiary (each such agreement, instrument or other document herein referred to as a "More Favorable Lending Agreement"), which agreement, instrument or other document includes covenants (whether affirmative or negative, and whether maintenance or incurrence ) or defaults or events of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant default that are more restrictive than those contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall or are not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9Agreement (each such covenant, but default or event of default herein referred to as "More Favorable Provision"), then the Company shall merely be for promptly, and in any event within 5 Business Days of entering into any such instrument, agreement or other document (or within 5 Business Days of obtaining knowledge of any existing agreement, instrument or other document which contains such a provision), so advise and notify each holder of a Note in writing. Such writing shall include a verbatim statement (together with an English translation thereof, if applicable) of such More Favorable Provision. Thereupon, unless waived in writing by the convenience Required Holders within 5 Business Days of the parties hereto. Notwithstanding holders' receipt of such notice, such More Favorable Provision shall be deemed incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, effective as of the foregoingdate when such More Favorable Provisions became effective under such other agreement, instrument or document (A) if any Additional Covenant that has been each such More Favorable Provision as incorporated herein pursuant is herein referred to this Section 9.9 is subsequently as an "Incorporated Provision") and no such Incorporated Provision may thereafter be waived, amended or modified in under this Agreement without the relevant Reference Agreement, prior written consent of the Required Holders; each such Additional Covenant, as amended or modified, Incorporated Provision shall be deemed incorporated by reference into this Section 11(c) of the Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if fully set forth fully in this Agreementtherein. Thereafter, effective beginning on upon the date on which such amendment or modification is effective under request of the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference AgreementRequired Holders, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an additional agreement or an amendment to this Agreement to reflect such amendment(as the Required Holders may request), modification, removal or termination evidencing the incorporation of such Additional Covenant; Incorporated Provision substantially as those provided that the failure for in such More Favorable Lending Agreement. Each Incorporated Provision shall (i) remain unchanged herein notwithstanding any subsequent waiver, amendment or other modification of the holders of More Favorable Provision giving rise to such Incorporated Provision (except to the Notes and the Company to execute and deliver extent any such amendment or other modification makes such More Favorable Provision more restrictive) and (ii) be deemed deleted from this Agreement at such time as the applicable More Favorable Lending Agreement shall not adversely affect be fully terminated and no amounts shall be outstanding thereunder so long as at the automatic incorporation time such More Favorable Lending Agreement shall have been so terminated no Default or Event of any amended or modified Additional Covenants into, Default exists under the Agreement. Upon the request of the Company or the automatic removal Required Holders, the Company and the Required Holders shall enter into an additional agreement or termination of Additional Covenants from, an amendment to this Agreement (as provided above in this Section 9.9the Company or the Required Holders may request) evidencing any of the foregoing referenced actions."

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or is otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders Holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders Holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Tortoise MLP Fund, Inc. Note Purchase Agreement Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders Holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders Holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In The Borrower will not, directly or indirectly, and will not permit any other Loan Party to amend, modify, replace or refinance the event Farm Credit Documents to include one or more Additional Covenants or Additional Defaults, unless in each case the Borrower contemporaneously executes an amendment to this Agreement, in form and substance reasonably satisfactory to the Required Lenders, to include such Additional Covenants or Additional Defaults herein; provided, that to the extent that the Company Borrower or any Loan Party shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any such amendment or agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsCovenants or Additional Defaults without amending this Agreement to include such Additional Covenants or Additional Defaults, the terms of this Agreement shallshall nonetheless, without any further action on the part of the Company Borrower or any of the holders of the NotesLender, be deemed to be or amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under agreement. If the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, Borrower shall enter into an amendment any agreement or issue any instrument to this replace or refinance the Farm Credit Indebtedness, the terms in such new or replacement agreement or instrument governing prepayment from the proceeds of asset dispositions shall be materially the same as the applicable prepayment provisions in the Farm Credit Documents as initially in effect.” (e) The Credit Agreement is hereby further amended by (i) adding the words “and the Farm Credit Documents” immediately after the reference to reflect such amendment“the Note Purchase Agreement” contained in the definition of term “Total Senior Indebtedness” and (ii) adding the words “or the Farm Credit Documents” immediately after the references to “the Note Purchase Agreement” contained in Section 2.11(d), modification, removal or termination of such Additional Covenant; provided that the failure Section 7.8 and Section 7.11 of the holders Credit Agreement. For the avoidance of doubt, the Borrower will not be required to prepay any Loans pursuant to Section 2.11(d) with the proceeds of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9Farm Credit Indebtedness.

Most Favored Lender Status. In (a) Subject to the event that the Company shall Section 9.8(b), if at any time after the date of this Agreement Company is party to or shall enter intointo any Major Credit Facility or any other agreement, assume instrument or other document (or any amendment to any Major Credit Facility or such agreement, instrument or other document) providing for or otherwise become bound by evidencing or obligated under any agreement creating or evidencing Indebtedness governing extensions of credit available to the Company in excess an aggregate amount of at least $10,000,000 50,000,000 (or its equivalent in principal amount (other than Indebtedness permitted by Section 10.6the relevant currency of payment) (any of the foregoing, a “Reference Agreement”) containing one or more Additional Covenants), the terms of this which Reference Agreement shall, without includes any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense financial covenant (however expressed including, without limitation, the fees and expenses as a ratio, as a fixed threshold, as an event of counsel for default, or as mandatory prepayment provision), in any event that is not otherwise included in this Agreement or that would be more beneficial to the holders of Notes than the relevant similar covenant or like provisions contained in this Agreement (any such financial covenant, an “Additional Covenant”), then the Company shall, within 30 days after entering into such Reference Agreement, provide notice thereof to the holders of Notes) an amendment , which notice shall refer specifically to this Agreement Section 9.8 and describe in form and substance satisfactory to reasonable detail any such Additional Covenant. Unless waived in writing by the Required Holders evidencing within two Business Days of the amendment holders’ receipt of this Agreement to include such notice, each such Additional Covenants, provided that the execution and delivery of Covenant set forth in such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, notice shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporatedAgreement, mutatis mutandimutandis, as if set forth fully in this Agreement, herein effective beginning on as of the date on which when such amendment or modification is Additional Covenant became effective under the relevant applicable Reference Agreement. (b) Provided that no Default or Event of Default shall have occurred and be continuing, any Additional Covenant which has been incorporated by reference into this Agreement shall be deemed automatically (1) amended, waived or otherwise modified in this Agreement at such time as each holder of Notes shall have received notice in writing from the Company certifying that such Additional Covenant shall have been so amended, waived or otherwise modified under the applicable Reference Agreement and (B2) deleted from this Agreement at such time as each holder of Notes shall have received notice in writing from the Company certifying that such Additional Covenant shall have been deleted from the applicable Reference Agreement or that the applicable Reference Agreement shall have been terminated and that no amounts are outstanding thereunder. If a Default or an Event of Default has occurred and is continuing, any such amendment, waiver, modification or deletion referred to in the immediately preceding sentence shall be made at the option of the Required Holders. If the Company shall pay any fee, additional interest or other consideration to any lender under an applicable Reference Agreement as an inducement to receiving any amendment, modification or deletion that is the subject of any notice set forth in the foregoing clause (1) or (2), then the Company shall pay such fee, additional interest or other consideration to the holders of Notes (if such fee, additional interest or other consideration is measured as a percentage, dollar amount or other metric, as such percentage, dollar amount or metric is applied to the Notes) prior to any such amendment, modification or deletion of any Additional Covenant that has been incorporated herein becoming effective under this Agreement. (c) For the avoidance of doubt, no financial covenant contained in this Agreement as of the date of this Agreement (or as amended pursuant to Section 17) shall be deemed deleted from this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or made less restrictive than the level set forth herein with respect to such covenant (however expressed) as of the date of this Agreement (or as amended pursuant to Section 17) unless amended or otherwise modified in accordance with Section 17. Upon the request by the Company is otherwise no longer required to comply therewith under the relevant Reference Agreementor any holder of a Note, the Company, beginning on Company and the effective date such Additional Covenant is removed holders of Notes shall enter into an additional agreement or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant amendment to this Section 9.9 and Agreement (as agreed between the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders working in good faith) evidencing any of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9foregoing.

Most Favored Lender Status. In (i) Notwithstanding the event that foregoing or anything to the contrary set forth herein, if, after the First Amendment Effective Date (i) any financial covenant set forth in the Material Credit Facility or any other agreements, documents and instruments delivered in connection therewith (together with all definitions and relative components used therein) becomes more restrictive than any corresponding financial covenant set forth in this Section 10.6 (including any financial covenants added hereto after the First Amendment Effective Date) or (ii) any additional financial covenant is added to the Material Credit Facility (each additional, or amended and more restrictive, financial covenant, being an “Additional Financial Covenant”), then this Agreement automatically, and without any further action by the Company or any other party hereto, shall at be amended to apply such more restrictive financial covenant (or such additional financial covenant, as applicable) set forth in the Material Credit Facility in lieu of (or in addition to, as the case may be) such financial covenant set forth in this Section 10.6. The Company shall promptly (and in any time event within three (3) Business Days) notify the holders of the Notes of any such modification and shall promptly deliver all amendment documentation reasonably requested by the holders of the Notes to give further effect to such modifications hereunder. (ii) If after the date of execution of any amendment or other agreement implementing an Additional Financial Covenant, such Additional Financial Covenant is excluded, terminated, loosened, relaxed, amended or otherwise modified under the Material Credit Facility, then and in such event any such Additional Financial Covenant theretofore included in this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of pursuant to the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms requirements of this Agreement shallSection 10.6(d) shall then and thereupon, without any further action on the part of the Company or any of the holders of the Notes, be deemed so excluded, terminated, loosened, relaxed, amended or otherwise modified; provided that (1) if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Financial Covenant is to be so excluded, terminated, loosened, relaxed, amended automatically or otherwise modified under this Section 10.6(d), the prior written consent of the Required Holders shall be required as a condition to include each the exclusion, termination, loosening, relaxation, tightening, amendment or other modification of any such Additional Financial Covenant and (2) in no event shall the financial covenants contained in this Agreement as in effect on the First Amendment Date be deemed or construed to be excluded, terminated, loosened, relaxed or otherwise made less restrictive by operation of the terms of this Section 10.6(d)(ii), and only any such Reference AgreementAdditional Financial Covenant shall be so excluded, terminated, loosened, relaxed, amended or otherwise modified pursuant to the terms hereof. The Company further covenants to shall promptly execute (and deliver at its expense in any event within three (including, without limitation, the fees and expenses of counsel for the holders of the Notes3) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (ABusiness Days) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of notify the holders of the Notes of any such modification and shall promptly deliver all amendment documentation reasonably requested by the holders of the Notes to give further effect to such modifications hereunder. (iii) To the extent that (1) lenders under the Material Credit Facility receive any fee or other compensation for agreeing or consenting to any action described in clause (ii) above in respect of any Additional Financial Covenant, (2) as a result, pursuant to clause (ii) above, the corresponding Additional Financial Covenant, as incorporated into this Agreement, is similarly excluded, terminated, loosened, relaxed, amended, or otherwise modified, and (3) the Company to execute has not otherwise paid the holders of the Notes fees in connection with such action, then the Company shall pay the holders of the Notes equivalent fees and deliver any such amendment shall not adversely affect the automatic incorporation compensation based upon their pro rata holdings of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9Notes.

Most Favored Lender Status. In the event that the Company shall at (a) If any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing Permitted Private Placement Document contains one or more Additional CovenantsCovenants or Additional Defaults, then the terms of this Agreement shallAgreement, without any further action on the part of the Company Borrower, the Administrative Agent or any of the holders Lenders, will unconditionally be deemed on the date of execution of any such amendment or other modification to be automatically amended to include each such Additional Covenant or Additional Default, as the Notescase may be, together with all definitions relating thereto, and any event of default in respect of any such additional or more restrictive covenant(s) so included therein shall be deemed to be amended automatically an Event of Default under clause (e) of Article VII, subject to include each Additional Covenant contained all applicable terms and provisions of this Agreement, including, without limitation, all grace periods, all limitations in such Reference Agreementapplication, scope or duration, and all rights and remedies exercisable by the Administrative Agent and the Lenders hereunder. The Company Borrower further covenants to promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the NotesAdministrative Agent) an amendment to this Agreement in form and substance satisfactory to the Required Holders Lenders evidencing the amendment of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.95.10, but shall merely be for the convenience of the parties hereto. Notwithstanding . (b) If, after the foregoingdate of execution of any amendment or modification of any of the Permitted Private Placement Documents containing one or more Additional Covenants or Additional Defaults that results in the amendment or deemed amendment of this Agreement as contemplated in Section 5.10(a), the subject Additional Covenant or Additional Default is excluded, terminated, loosened, relaxed, amended or otherwise modified under such agreement, or such agreement containing such Additional Covenant or Additional Default itself is terminated and not replaced, then such Additional Covenant or Additional Default, without any further action on the part of the Borrower, the Administrative Agent or any of the Lenders, shall unconditionally be deemed on the date of execution of any such amendment or modification to then and thereupon be so excluded, terminated, loosened, relaxed or otherwise amended or modified under this Agreement and subparagraph (Ae) of Article VII shall be modified accordingly, or if such agreement containing such Additional Covenant or Additional Default itself is terminated and not replaced, such Additional Covenant or Additional Default shall be deemed on the date of such termination to be no longer effective under this Agreement, and this Agreement shall be deemed modified accordingly; provided that (i) if a Default or Event of Default (including as a result of the incorporation herein of any such Additional Covenant that has been incorporated herein or Additional Default) shall exist at the time any such Additional Covenant or Additional Default is to be so excluded, terminated, loosened, relaxed, amended or modified under this Agreement pursuant to this Section 9.9 is subsequently amended or modified in 5.10(b), the relevant Reference Agreement, such Additional Covenant, as amended or modified, prior written consent thereto of the Required Lenders shall be deemed incorporated by reference into this Agreement and replace required as a condition to the exclusion, termination, loosening, relaxation or other amendment or modification of any such Additional Covenant or Additional Default for so long as originally incorporatedsuch Default or Event of Default continues to exist; (ii) in any and all events, mutatis mutandi, as if set forth fully the affirmative and negative covenants and related definitions and Events of Default contained in this Agreement, effective beginning Agreement as in effect on the date on which of this Agreement or as subsequently amended (other than pursuant to operation of Section 5.10(a)) shall not in any event be deemed or construed to be excluded, terminated, loosened or relaxed by operation of the terms of this Section 5.10(b), and only any such amendment Additional Covenant or modification is effective under Additional Default included pursuant to Section 5.10(a) shall be so excluded, terminated, loosened, relaxed, amended or otherwise modified pursuant to the relevant Reference Agreement terms hereof; and (Biii) if in no event shall any Additional Covenant that has been incorporated herein or Additional Default as in effect on the date of this Agreement or as subsequently amended (other than pursuant to operation of Section 5.10(a)) be deemed or construed to be excluded, terminated, loosened or relaxed pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date 5.10(b) in a manner that would cause such Additional Covenant is removed or terminated from Additional Default to be excluded, terminated, loosened, relaxed, amended or otherwise made less restrictive than as in effect on the relevant Reference date of this Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated as subsequently amended (other than pursuant to this operation of Section 9.9 5.10(a)). The Required Lenders will promptly execute and deliver at the Company Borrower’s expense (including the reasonable fees and expenses of counsel for the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into Administrative Agent) an amendment to this Agreement in form and substance satisfactory to reflect such amendment, modification, removal or termination the Required Lenders evidencing the amendment of this Agreement to remove such Additional Covenant; Covenants and Additional Defaults, provided that the failure execution and delivery of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect be a precondition to the automatic incorporation effectiveness of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement such amendment as provided above for in this Section 9.95.10(b), but shall merely be for the convenience of the parties hereto.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement the Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the Tortoise Energy Infrastructure Corporation Note Purchase Agreement relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In the event that the Company shall at The Issuer will not, and will not permit any time after the date of this Agreement Subsidiary to, enter into, assume or otherwise become bound by or obligated under any agreement creating evidencing, securing, guaranteeing or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing otherwise relating to Designated Debt that contains, or amend any such agreement to contain, one or more Additional CovenantsCovenants or Additional Defaults, unless the terms of Issuer or such Subsidiary has offered to make an amendment to this Agreement, in form and substance satisfactory to the Required Holder(s), to add to or amend this Agreement to contain such Additional Covenants or Additional Defaults; provided, however, in the event that the Issuer or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, any such agreement without making such offer, or if such offer was made and has not been rejected by the Required Holder(s), this Agreement shall, without any further action on the part of the Company Company, the Issuer or any of the holders of the Notesholders, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company Issuer further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the Notesholders) an amendment to this Agreement in form and substance satisfactory to the Required Holders Holder(s) evidencing the amendment amendments of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.11, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or is otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders Holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Tortoise MLP Fund, Inc. Note Purchase Agreement further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders Holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders Holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders Holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In (a) If at any time a Material Credit Facility contains an interest coverage or fixed charged covenant (regardless of whether such provision is labeled or otherwise characterized as a covenant, a definition or a default) by the event Company that is more favorable to the lenders under such Material Credit Facility than the covenants, definitions and/or defaults contained in this Agreement (any such provision (including any necessary definition), a “More Favorable Covenant”), then the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Covenant. Unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Covenant shall be deemed automatically incorporated by reference into Section 10 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Covenant shall have become effective under such Material Credit Facility. (b) Any More Favorable Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) pursuant to this Section 10.11 (i) shall be deemed automatically amended herein to reflect any subsequent amendments made to such More Favorable Covenant under the applicable Material Credit Facility; provided that, if a Default or an Event of Default then exists and the amendment of such More Favorable Covenant would make such covenant less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time, if it should occur, when such Default or Event of Default no longer exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such More Favorable Covenant is deleted or otherwise removed from the applicable Material Credit Facility or such applicable Material Credit Facility ceases to be a Material Credit Facility or shall be terminated; provided that, if a Default or an Event of Default then exists, such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time, if it should occur, when such Default or Event of Default no longer exists; provided further, however, that if any time after fee or other consideration shall be given to the lenders under such Material Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (and as amended other than Indebtedness permitted by operation of Section 10.610.11(a)) (a “Reference Agreement”) containing one shall not be loosened or more Additional Covenants, relaxed by operation of the terms of this Agreement shall, without any further action on the part of the Company Section 10.11(b) and only such other Incorporated Covenants shall be so loosened or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory relaxed pursuant to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9terms hereof.

Most Favored Lender Status. In Issue or permit any Domestic Subsidiary to issue any Indebtedness senior in rank to the event that Notes to be issued hereunder, unless upon the issuance of Notes hereunder, such Notes Graybar Electric Company, Inc. will be and will remain at least pari passu in rank and privileges with any then existing Indebtedness of the Company, including any Material Credit Facility. Upon issuance, the Company shall at agrees to cause any time after Notes issued hereunder to be secured equally with any then existing Indebtedness of the Company, including any Material Credit Facility. The Company will not enter into, assume or otherwise become bound or obligated, or permit any Subsidiary of the Company to, enter into, assume or otherwise become bound or obligated under any agreement or amendment to any agreement existing on the date hereof creating or evidencing Indebtedness in excess of this Agreement $25,000,000 (including, without limitation, any amendment to any Material Credit Facility) containing one or more Additional Covenants or additional defaults, unless the prior written consent of the Required Holders to such agreement shall have been obtained; provided, however, that if the Company or any Subsidiary shall enter into, assume or otherwise become bound by or obligated under any such agreement creating or evidencing Indebtedness without the prior written consent of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsRequired Holders, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional CovenantsCovenants or Additional Defaults, provided provided, that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.13, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the The Company shall at will not, and will not permit any time after the date of this Agreement Subsidiary to, enter into, assume or otherwise become bound by or obligated under the Credit Agreement or any agreement creating evidencing, securing, guaranteeing or evidencing Indebtedness of otherwise relating to Debt under the Company in excess of $10,000,000 in principal amount (Credit Agreement or any other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing working capital credit facility that contains, or amend the Credit Agreement or any such agreement to contain, one or more Additional CovenantsCovenants or Additional Defaults, unless the Company or such Subsidiary has offered to make an amendment this Agreement, in form and substance satisfactory to the Required Holders, to add to or amend this Agreement to contain such Additional Covenants or Additional Defaults; provided, however, in the event that the Company or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, the terms of Credit Agreement or any such agreement without making such offer, or if such offer was made and has not been rejected by the Required Holders, this Agreement shall, without any further action on the part of the Company Company, or any of the holders of the Notesholders, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the Notesholders) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment amendments of this Agreement to include such Additional Covenants, Covenants and Additional Defaults; provided that the execution and delivery of such amendment amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.9, but shall merely be for the convenience of the parties hereto.” 1.5. Notwithstanding the foregoing, (ASection 11(b) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment Note Agreement is amended and restated in its entirety to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement read as provided above in this Section 9.9.follows:

Most Favored Lender Status. In the event that the Company Fund shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Fund in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company Fund or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Fund further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company Fund is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyFund, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Fund otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company Fund and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the CompanyFund, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company Fund to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that If the Company shall at any time after the date of this Agreement enter enters into, assume assumes or otherwise become is or becomes bound by or obligated under under, or amends, restates or otherwise modifies, any agreement creating or evidencing any Material Indebtedness of the Company Company, or any refinancing or extension of all or any portion thereof (including, without limitation, the Credit Agreement and the other Loan Documents (as defined in excess of $10,000,000 the Credit Agreement) in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing existence on the Effective Date and as amended, restated, supplemented, modified or replaced from time to time), to include one or more Additional CovenantsCovenants or Additional Defaults or if the Company is otherwise bound by any Additional Covenants and/or Additional Defaults (including without limitation, under the Credit Agreement), the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically and immediately to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement and including such notice, grace or cure periods as are applicable to such Additional Covenant or Additional Default under such agreements; provided that such Additional Covenants and Additional Defaults shall automatically and immediately be deemed to be modified or cease to apply, as applicable, as and when the applicable provisions of such Material Indebtedness originally giving rise to such Additional Covenants or Additional Defaults, as applicable, are modified or cease to apply (including, without limitation, as a result of the repayment in full and irrevocable termination of such Debt), it being understood that (x) any Default or Event of Default existing hereunder in respect of such an Additional Covenant or Additional Default at the time of such modification or cessation shall survive such modification or cessation until cured or waived in accordance with the provisions of this Agreement and (y) for the avoidance of doubt, the foregoing proviso shall not be deemed to cause the cessation of application of any covenant, restriction or default expressly set forth in this Agreement and as amended other than by operation of this Section 9.10. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of one counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include or exclude (as the case may be) such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.10, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In (a) If on the event that the Company shall date of this Agreement or at any time after the date of this Agreement enter into, assume any Material Credit Facility contains a financial covenant (regardless of whether such provision is labeled or otherwise become bound characterized as a covenant, a definition or a default) by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount Issuer that is not contained herein (other than Indebtedness permitted by the covenant contained in Section 10.66.11 of the Primary Credit Facility as of the date hereof) or is more favorable to the lenders under such Material Credit Facility than the financial covenants (including related definitions) contained in this Agreement (any such provision (including any necessary definition), a “Reference More Favorable Covenant”), then the Issuer shall provide a Most Favored Lender Notice in respect of such More Favorable Covenant. Unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Covenant shall be deemed automatically incorporated by reference into Section 10 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Covenant shall have become effective under such Material Credit Facility. (b) Any More Favorable Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) containing one pursuant to this Section 9.10(a) shall be deemed automatically amended herein to reflect any subsequent amendments made to such More Favorable Covenant under the applicable Material Credit Facility; provided that, if a Default or more Additional Covenantsan Event of Default then exists and the amendment of such More Favorable Covenant would make such covenant less restrictive on the Issuer, such Incorporated Covenant shall only be deemed automatically amended at such time, if it should occur, when such Default or Event of Default no longer exists Retail Properties of America, Inc. Note Purchase Agreement and (ii) shall be deemed automatically deleted from this Agreement at such time as such More Favorable Covenant is deleted or otherwise removed from the applicable Material Credit Facility or such applicable Material Credit Facility ceases to be a Material Credit Facility or shall be terminated; provided that, if a Default or an Event of Default then exists, such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time, if it should occur, when such Default or Event of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under such Material Credit Facility for such amendment or deletion, the terms equivalent of this Agreement shallsuch fee or other consideration shall be given, without any further action on the part of the Company or any of pro rata, to the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. (i) In the event that the Company or any Subsidiary shall amend any Principal Credit Facility at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing such that such Principal Credit Facility contains one or more Additional CovenantsCovenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Principal Credit Facility. (ii) If this Agreement is deemed amended to include any Additional Covenant or Additional Default, and thereafter such Additional Covenant or Additional Default in any Principal Credit Facility is excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified, then the related Additional Covenant or Additional Default included in this Agreement pursuant to the requirements of this paragraph 6Q shall, without any further action on the part of the Company or any of the holders of the Notes, be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified in this Agreement. ; provided if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Covenant or Additional Default is to be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified under this paragraph 6Q, the prior written consent of the Required Holders shall be required as a condition to the exclusion, termination, loosening, relaxation, tightening, amendment or other modification of any such Additional Covenant or Additional Default, as the case may be; and provided, further, that in no event shall the covenants, defaults or any related definitions contained in this Agreement as of the Third Amendment Effective Date be deemed amended or construed to be loosened or relaxed by operation of the terms of this paragraph 6Q(ii), and only any such Additional Covenant or Additional Default shall be so excluded, terminated, loosened, relaxed, tightened, amended or otherwise modified pursuant to the terms hereof. (iii) The Company further covenants to shall promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders Holder(s) evidencing the amendment of this Agreement to include such include, exclude, terminate, loosen, relax, tighten, amend or otherwise modify any Additional CovenantsCovenant or Additional Default, as the case may be, pursuant to clause (i) or clause (ii) above; provided that the execution and delivery of such amendment amendments to this Agreement described herein shall not be a precondition to the effectiveness of such inclusion, exclusion, termination, loosening, relaxation, tightening, amendment as provided for in this Section 9.9or modification, but shall merely be for the convenience of the parties hereto. Notwithstanding . (iv) To the foregoing, extent that (A1) if lenders or holders under any Principal Credit Facility receive any fee or other compensation at the time of or in connection with agreeing or consenting to any action described in clause (ii) above in respect of any Additional Covenant that has been incorporated herein or Additional Default (such fees and compensation being “New Additional Covenant and Default Fees”), (2) as a result, pursuant to this Section 9.9 is subsequently amended clause (ii) above, the corresponding Additional Covenant or modified in the relevant Reference Agreement, such Additional CovenantDefault, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment is similarly excluded, terminated, loosened, relaxed, tightened, amended, or modification is effective under the relevant Reference Agreement otherwise modified, and (B3) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is has not otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of paid the holders of the Notes and fees in connection with such action, then the Company shall pay the holders of the Notes fees and compensation in an aggregate amount equal to execute the product of (i) the New Additional Covenant and deliver Default Fees paid to such lenders and holders in respect of such action and (ii) a fraction of which (A) the numerator is the aggregate principal amount of Notes then outstanding and (B) the denominator is the aggregate principal amount of all Indebtedness (including unused commitments of the lenders) under the Principal Credit Facilities then outstanding; and (v) The Company covenants and agrees to give prompt written notice in reasonable detail to the holders of the Notes of each and every occasion in which each and every Additional Covenant or Additional Default in any such amendment shall not adversely affect the automatic incorporation of any Principal Credit Facility is included, excluded, terminated, loosened, relaxed, tightened, amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9otherwise modified.

Most Favored Lender Status. In the event that If the Company shall at any time after the date of this Agreement enter enters into, assume assumes or otherwise become is or becomes bound by or obligated under under, or amends, restates or otherwise modifies, any agreement creating or evidencing any Material Indebtedness of the Company Company, or any refinancing or extension of all or any portion thereof (including, without limitation, the Credit Agreement and the other Loan Documents (as defined in excess of $10,000,000 the Credit Agreement) in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing existence on the Effective Date and as amended, restated, supplemented, modified or replaced from time to time), to include one or more Additional CovenantsCovenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically and immediately to include each Additional Covenant and each Additional Default contained in such Reference agreement and including such notice, grace or cure periods as are applicable to such Additional Covenant or Additional Default under such agreements; provided that such Additional Covenants and Additional Defaults shall automatically and immediately be deemed to be modified or cease to apply, as applicable, as and when the applicable provisions of such Material Indebtedness originally giving rise to such Additional Covenants or Additional Defaults, as applicable, are modified or cease to apply (including, without limitation, as a result of the repayment in full and irrevocable termination of such Debt), it being understood that any Default or Event of Default existing hereunder in respect of such an Additional Covenant or Additional Default at the time of such modification or cessation shall survive such modification or cessation until cured or waived in accordance with the provisions of this Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of one counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include or exclude (as the case may be) such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.10, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In To the event extent that the Company shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or Loan Party is obligated under any agreement creating Repurchase Facility, loan agreement, warehouse facility or evidencing Indebtedness similar credit facility or any Guarantee thereof, in any such case, in an aggregate principal amount that exceeds the Threshold Amount (any of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a foregoing, “Reference AgreementSpecified MFN Debt”) containing one to comply with any financial covenant measured with respect to any Loan Party or with respect to any Loan Party and its Subsidiaries on a consolidated basis, and such financial covenant is more Additional Covenantsrestrictive to any Loan Party than any financial covenant set forth in this Section 6.13, the terms of or is in addition to any financial covenant set forth in this Agreement Section 6.13, then such financial covenant shall, without any with no further action required on the part of any Loan Party, any Lender or the Company or any Administrative Agent, automatically become a part of this Section 6.13 and be incorporated herein, mutatis mutandis, and Holdings hereby covenants to maintain compliance with such financial covenant at all times throughout the remaining term of this Agreement. In connection herewith, Holdings agrees to promptly notify the Administrative Agent of the holders execution of any agreement or other document that would cause the Notes, be deemed provisions of this Section 6.13(f) to be amended automatically become effective. Holdings and the Borrowers further agree to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment any new amendments to this Agreement in form and substance satisfactory to that are reasonably requested by the Administrative Agent or the Required Holders evidencing the amendment of this Agreement Lenders to include evidence all such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties heretonew or modified provisions. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, financial covenant shall be deemed incorporated by reference into automatically deleted from this Agreement and replace at such Additional Covenant time as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment financial covenant is deleted or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently otherwise removed or terminated from the relevant Reference Agreement Specified MFN Debt or the Company is otherwise no longer required to comply therewith under the relevant Reference AgreementSpecified MFN Debt shall have been terminated, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 all commitments thereunder cancelled and the Company all liabilities existing thereunder paid in full (other than unasserted contingent liabilities and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes obligations not then due and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9payable).

Most Favored Lender Status. In (a) If at any time a Material Credit Facility contains a financial covenant or a restricted payments or dividends covenant (regardless of whether such provision is labeled or otherwise characterized as a covenant, a definition or a default) by the event Company that is more favorable to the lenders under such Material Credit Facility than the covenants, definitions and/or defaults contained in this Agreement (any such provision (including any necessary definition), a “More Favorable Covenant”), then the Company shall at any time after provide a Most Favored Lender Notice in respect of such More Favorable Covenant. Such More Favorable Covenant shall be deemed automatically incorporated by reference into Section 10 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Covenant shall have become effective under such Material Credit Facility, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice of such More Favorable Covenant. (b) Any More Favorable Covenant incorporated into this Agreement enter into(herein referred to as an “Incorporated Covenant”) pursuant to this Section 9.8 (i) shall be deemed automatically amended herein to reflect any subsequent amendments made to such More Favorable Covenant under the applicable Material Credit Facility; provided that, assume if a Default or an Event of Default then exists and the amendment of such More Favorable Covenant would make such covenant less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time, if it should occur, when such Default or Event of Default no longer exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such More Favorable Covenant is deleted or otherwise become bound by removed from the applicable Material Credit Facility or obligated such applicable Material Credit Facility ceases to be a Material Credit Facility or shall be terminated; provided that, if a Default or an Event of Default then exists, such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time, if it should occur, when such Default or Event of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under any agreement creating such Material Credit Facility for such amendment or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenantsdeletion, the terms equivalent of this Agreement shallsuch fee or other consideration shall be given, without any further action on the part of the Company or any of pro rata, to the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that If the Company shall at or any time after the date of this Agreement enter Subsidiary enters into, assume assumes or otherwise become becomes bound by or obligated (including, without limitation, by amendment thereto) under any agreement creating or evidencing Indebtedness of the Company Material Credit Facility, in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) any case containing one or more Additional CovenantsCovenants (other than those in the Credit Agreement on the date of this Agreement) 3578247962676392 -51- or Additional Defaults (other than those in the Credit Agreement on the date hereof), (a) the Company shall promptly (but in any event within 10 Business Days) provide notice to each holder thereof and (b) the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference AgreementMaterial Credit Facility. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders Holder(s) evidencing the amendment of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.15, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Any Additional Covenant that has been or Additional Default incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, 10.15 shall be deemed incorporated by reference into deleted from this Agreement and replace at such time as such Additional Covenant as originally incorporatedor Additional Default is deleted or otherwise removed from, mutatis mutandior is no longer in effect under, as or pursuant to, the related Material Credit Facility, or if set forth fully the related Material Credit Facility has been terminated; provided, that (i) in no event shall the terms and provisions of the covenants and defaults contained in this Agreement, effective beginning Agreement become less restrictive than the terms and provisions of the covenants and defaults contained in this Agreement on the date on which such amendment Series A Closing Day as a result of this Section 10.15 and (ii) in each case that any consideration is paid or modification is effective provided to any holder of Indebtedness under the relevant Reference Agreement related Material Credit Facility in connection with any such deletion, removal, non-effectiveness or termination (other than reimbursement of expenses and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from repayment in full of the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreementrelated Material Credit Facility in connection with its termination), the Company, beginning on the effective date such Additional Covenant is removed same amount of consideration shall be paid or terminated from the relevant Reference Agreement or the Company otherwise no longer required provided to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that If the Company shall at any time after the date of this Agreement enter enters into, assume assumes or otherwise become is or becomes bound by or obligated under under, or amends, restates or otherwise modifies, any agreement creating or evidencing any Material Indebtedness of the Company Company, or any refinancing or extension of all or any portion thereof (including without limitation all Senior Note Purchase Documents in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing existence on the date hereof and as amended, restated, supplemented, modified or replaced from time to time), to include one or more Additional CovenantsCovenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the NotesLenders, be deemed to be amended automatically and immediately to include each Additional Covenant and each Additional Default contained in such Reference agreement and including such notice, grace or cure periods as are applicable to such Additional Covenant or Additional Default under such agreements; provided that such Additional Covenants and Additional Defaults shall automatically and immediately be deemed to be modified or cease to apply, as applicable, as and when the applicable provisions of such Material Indebtedness originally giving rise to such Additional Covenants or Additional Defaults, as applicable, are modified or cease to apply (including, without limitation, as a result of the repayment in full and irrevocable termination of such Indebtedness), it being understood that any Default or Event of Default existing hereunder in respect of such an Additional Covenant or Additional Default at the time of such modification or cessation shall survive such modification or cessation until cured or waived in accordance with the provisions of this Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of one counsel for the holders of the NotesAdministrative Agent) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders Lenders evidencing the amendment of this Agreement to include or exclude (as the case may be) such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.95.10, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall If at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount Execution Date a Material Credit Facility (other than Indebtedness permitted a Material Credit Facility that constitutes Acquired Debt) contains a financial covenant (regardless of whether such provision is labeled or otherwise characterized as a covenant, a definition or a default) by Section 10.6) the Company that is more favorable to the lenders under such Material Credit Facility than the covenants, definitions and/or defaults contained in this Agreement (any such provision (including any necessary definition), a “Reference More Favorable Covenant”), then the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Covenant. Unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Covenant shall be deemed automatically incorporated by reference into Section 10 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Covenant shall have become effective under such Material Credit Facility. Any More Favorable Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) containing one pursuant to this Section 9.10 (i) shall be deemed automatically amended herein to reflect any subsequent amendments made to such More Favorable Covenant under the applicable Material Credit Facility; provided that, if a Default or more Additional Covenantsan Event of Default then exists and the amendment of such More Favorable Covenant would make such covenant less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time, if it should occur, when such Default or Event of Default no longer exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such More Favorable Covenant is deleted or otherwise removed from the applicable Material Credit Facility or such applicable Material Credit Facility ceases to be a Material Credit Facility or shall be terminated; provided that, if a Default or an Event of Default then exists, such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time, if it should occur, when such Default or Event of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under such Material Credit Facility for such amendment or deletion, the terms equivalent of this Agreement shallsuch fee or other consideration shall be given, without any further action on the part of the Company or any of pro rata, to the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall If at any time after the date of this Agreement Company or any Subsidiary is a party to or shall enter intointo any agreement, assume instrument or otherwise become bound by or obligated under any agreement creating or evidencing other document (excluding the Credit Agreement, as in effect on the Fourth Amendment Effective Date) relating to Indebtedness of the Company or such Subsidiary (each such agreement, instrument or other document herein referred to as a "More Favorable Lending Agreement"), which agreement, instrument or other document includes covenants (whether affirmative or negative, and whether maintenance or incurrence) or defaults or events of default (excluding any customary covenant or default relating to collateral contained in excess of $10,000,000 in principal amount (other than Indebtedness any agreement, instrument or document secured by Liens permitted by Section 10.610.4(e) or (a “Reference Agreement”h)) containing one or that are more Additional Covenants, the terms of restrictive than those contained in this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall are not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9Agreement (each such covenant or default or event of default herein referred to as "More Favorable Provision"), but then the Company shall merely be for promptly, and in any event within 5 Business Days of entering into or becoming party to any such More Favorable Lending Agreement (or within 5 Business Days of obtaining knowledge of any More Favorable Lending Agreement), so advise and notify each holder of a Note in writing. Such writing shall include a verbatim statement of such More Favorable Provision. Thereupon, unless waived in writing by the convenience Required Holders within 5 Business Days of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreementsuch holders' receipt of such notice, such Additional Covenant, as amended or modified, More Favorable Provision shall be deemed incorporated by reference into in this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreementherein, mutatis mutandis, effective beginning on as of the date on which when such amendment or modification is More Favorable Provision became effective under the relevant Reference such More Favorable Lending Agreement and (B) if any Additional Covenant that has been each such More Favorable Provision as incorporated herein pursuant is herein referred to as an "Incorporated Provision") and no such Incorporated Provision may thereafter be waived, amended or modified under this Section 9.9 is subsequently removed or terminated from Agreement without the relevant Reference Agreement or prior written consent of the Company is otherwise no longer required to comply therewith under Required Holders. Thereafter, upon the relevant Reference Agreementrequest of the Required Holders, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an additional agreement or an amendment to this Agreement to reflect such amendment(as the Required Holders may request), modification, removal or termination evidencing the incorporation of such Additional CovenantIncorporated Provision substantially as provided for in such More Favorable Lending Agreement; provided provided, that the failure no such additional agreement or amendment shall in any way be required to make each Incorporated Provision effective. Each Incorporated Provision shall (i) remain unchanged herein notwithstanding any subsequent waiver, amendment or other modification of the holders of More Favorable Lending Agreement giving rise to such Incorporated Provision (except to the Notes and the Company to execute and deliver any extent that an amendment or other modification results in such amendment provision being more restrictive than such Incorporated Provision, in which case such Incorporated Provision shall not adversely affect the automatic incorporation of any be amended or modified Additional Covenants intoto become equally restrictive), or the automatic removal or termination of Additional Covenants from, and (ii) be deemed deleted from this Agreement at such time as provided above in this Section 9.9the applicable More Favorable Lending Agreement shall be fully terminated and no amounts shall be outstanding thereunder so long as at the time such More Favorable Lending Agreement shall have been so terminated no Default or Event of Default exists hereunder."

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement the First Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Tortoise Energy Capital Corporation Note Purchase Agreement Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In the event that the Company Fund shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Fund in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, ClearBridge Energy MLP Opportunity Fund Inc. Note Purchase Agreement without any further action on the part of the Company Fund or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Fund further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company Fund is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyFund, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Fund otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company Fund and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the CompanyFund, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company Fund to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall If at any time after the Amendment Effective Date (a) the Company enters into any amendment, modification or termination of the net worth covenant in Section 9.1(e) of the Bank Credit Agreement or any related definitions or adds an additional net worth covenant thereto or to any replacement thereof (collectively, the “New Financial Covenant”), then and in any such event the Company shall give written notice thereof to each holder of the Notes not later than thirty days following the date of this Agreement enter intoexecution of such amendment, assume modification, addition or otherwise become bound by termination thereof, as the case may be. Effective on the date of such amendment, modification, addition or obligated under any agreement creating or evidencing Indebtedness termination of the Company net worth covenant in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.69.1(e) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company Bank Credit Agreement, as the case may be, such New Financial Covenant or Covenants and related definitions shall then and thereupon be deemed to have been incorporated herein and/or amended, modified, added or terminated, as the case may be. Any event of default in respect of any of the holders of the Notes, such New Financial Covenant so included herein shall be deemed to be amended automatically an Event of Default pursuant to include each Additional Covenant contained in such Reference Section 11(c) and otherwise subject to all applicable terms and provisions of this Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of one counsel for the holders of the Notes) an each and every amendment to this Agreement in form and substance satisfactory to the Required Holders and the Company evidencing the amendment of this Agreement to include include, modify or exclude, as the case may be, any such Additional CovenantsNew Financial Covenant, provided that the execution and delivery of any such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9amendment, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.”

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of Kxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company Fund shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Fund in excess of $10,000,000 in ClearBridge Energy MLP Fund Inc. Note Purchase Agreement principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company Fund or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Fund further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company Fund is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyFund, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Fund otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company Fund and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the CompanyFund, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company Fund to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement the Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Tortoise Energy Infrastructure Corporation Note Purchase and Private Shelf Agreement Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In (i) Notwithstanding the event that foregoing or anything to the contrary set forth herein, if, after the FirstThird Amendment Effective Date (i) any financial covenant set forth in the Material Credit Facility or any other agreements, documents and instruments delivered in connection therewith (together with all definitions and relative components used therein) becomes more restrictive than any corresponding financial covenant set forth in this Section 10.6 (including any financial covenants added hereto after the FirstThird Amendment Effective Date) or (ii) any additional financial covenant is added to the Material Credit Facility (each additional, or amended and more restrictive, financial covenant, being an “Additional Financial Covenant”), then this Agreement automatically, and without any further action by the Company or any other party hereto, shall at be amended to apply such more restrictive financial covenant (or such additional financial covenant, as applicable) set forth in the Material Credit Facility in lieu of (or in addition to, as the case may be) such financial covenant set forth in this Section 10.6. The Company shall promptly (and in any time event within three (3) Business Days) notify the holders of the Notes of any such modification and shall promptly deliver all amendment documentation reasonably requested by the holders of the Notes to give further effect to such modifications hereunder. (ii) If after the date of execution of any amendment or other agreement implementing an Additional Financial Covenant, such Additional Financial Covenant is excluded, terminated, loosened, relaxed, amended or otherwise modified under the Material Credit Facility, then and in such event any such Additional Financial Covenant theretofore included in this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of pursuant to the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms requirements of this Agreement shallSection 10.6(d) shall then and thereupon, without any further action on the part of the Company or any of the holders of the Notes, be deemed so excluded, terminated, loosened, relaxed, amended or otherwise modified; provided that (1) if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Financial Covenant is to be so excluded, terminated, loosened, relaxed, amended automatically or otherwise modified under this Section 10.6(d), the prior written consent of the Required Holders shall be required as a condition to include each the exclusion, termination, loosening, relaxation, tightening, amendment or other modification of any such Additional Financial Covenant and (2) in no event shall the financial covenants contained in this Agreement as in effect on the First Amendment Date be deemed or construed to be excluded, terminated, loosened, relaxed or otherwise made less restrictive by operation of the terms of this Section 10.6(d)(ii), and only any such Reference AgreementAdditional Financial Covenant shall be so excluded, terminated, loosened, relaxed, amended or otherwise modified pursuant to the terms hereof. The Company further covenants to shall promptly execute (and deliver at its expense in any event within three (including, without limitation, the fees and expenses of counsel for the holders of the Notes3) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (ABusiness Days) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of notify the holders of the Notes of any such modification and shall promptly deliver all amendment documentation reasonably requested by the holders of the Notes to give further effect to such modifications hereunder. (iii) To the extent that (1) lenders under the Material Credit Facility receive any fee or other compensation for agreeing or consenting to any action described in clause (ii) above in respect of any Additional Financial Covenant, (2) as a result, pursuant to clause (ii) above, the corresponding Additional Financial Covenant, as incorporated into this Agreement, is similarly excluded, terminated, loosened, relaxed, amended, or otherwise modified, and (3) the Company to execute has not otherwise paid the holders of the Notes fees in connection with such action, then the Company shall pay the holders of the Notes equivalent fees and deliver any such amendment shall not adversely affect the automatic incorporation compensation based upon their pro rata holdings of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9Notes.

Most Favored Lender Status. In the event that the The Company shall at will not, and will not permit any time after the date of this Agreement Subsidiary to, enter into, assume or otherwise become bound by or obligated under the Credit Agreement or any agreement creating evidencing, securing, guaranteeing or evidencing Indebtedness of otherwise relating to Debt under the Company in excess of $10,000,000 in principal amount (Credit Agreement or any other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing working capital credit facility that contains, or amend the Credit Agreement or any such agreement to contain, one or more Additional CovenantsCovenants or Additional Defaults, unless the Company or such Subsidiary has offered to make an amendment this Agreement, in form and substance satisfactory to the Required Holders, to add to or amend this Agreement to contain such Additional Covenants or Additional Defaults; provided, however, in the event that the Company or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, the terms of Credit Agreement or any such agreement without making such offer, or if such offer was made and has not been rejected by the Required Holders, this Agreement shall, without any further action on the part of the Company Company, or any of the holders of the Notesholders, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the Notesholders) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment amendments of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.18, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.”

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. Note Purchase Agreement Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that (a) If the Company shall at agrees to any time after addition, amendment, waiver, deletion, termination or other modification of any affirmative or negative covenant, default, event of default or comparable provision (however named or designated) set forth in the date of this Credit Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company then in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) effect (a “Reference AgreementCredit Agreement Modification”) containing one which is more or more Additional Covenants, the terms of this Agreement shall, without any further action less restrictive on the part of the Company or any of Subsidiary than the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant provisions contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense this Agreement (including, without limitation, those set forth on Schedule 10.7), then the fees and expenses Company shall, within five (5) Business Days of counsel for such Credit Agreement Modification, provide a notice to the holders of the NotesNotes in respect of each such Credit Agreement Modification. Each of the provisions set forth on Schedule 10.7 are on the date hereof, and immediately upon the effectiveness of a Credit Agreement Modification the terms of such Credit Agreement Modification shall be, automatically incorporated by reference into this Agreement (each such Credit Agreement Modification and each of such provisions set forth on Schedule 10.7 as so incorporated is herein referred to as an “Incorporated Provision”), mutatis mutandis, as if set forth fully herein; provided, that at any time as a Default or Event of Default has occurred and is continuing, no Credit Agreement Modification which is less restrictive on the Company or any Subsidiary will be deemed incorporated into this Agreement without the prior written consent of the Required Holders, which written consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in no event shall an Incorporated Provision amend or modify any provision otherwise set forth herein to make such provision less restrictive as to the Company or any Subsidiary than the corresponding provision set forth in the 2002 Note Agreement, as in effect on the Closing Day. (b) an Except as contemplated by Section 10.7(a), no Incorporated Provision shall be modified unless such Incorporated Provision is amended or waived in accordance with the provisions of Section 17 and then only to the extent of such amendment or waiver. (c) In connection with any Credit Agreement Modification, the Company and the Required Holders agree within 30 days of the written request of either the Company or the Required Holders, to enter into a formal amendment to this Agreement Agreement, in form and substance satisfactory to the Required Holders evidencing Holders, acting reasonably, to document the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment applicable amendments to this Agreement arising from any such Credit Agreement Modification. If any fee, supplemental or additional interest or other consideration is given to reflect such amendmentany lender under a Credit Agreement Modification as consideration for or as an inducement to enter into any Credit Agreement Modification, modification, removal or termination the equivalent of such Additional Covenant; provided that the failure of fee, supplemental or additional interest or other consideration shall be paid to the holders of the Notes and with respect to such Credit Agreement Modification that is incorporated into this Agreement at the Company same time as such fee, supplemental or additional interest or other consideration is paid to execute and deliver any such amendment shall not adversely affect lender. For the automatic incorporation avoidance of doubt, the amount of any amended payment (whether as fee or modified Additional Covenants into, or interest) to any holder of Notes then being made shall be deemed equivalent to any similar payment under the automatic removal or termination Credit Agreement if such payment to such holder of Additional Covenants from, this Notes represents the same percentage of the then outstanding principal amount of such Notes as the percentage of all then outstanding Debt under the Credit Agreement as provided above in this Section 9.9represented by the aggregate amount of such similar payments under the Credit Agreement.

Most Favored Lender Status. In the event that the Company Fund shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Fund in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company Fund or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Fund further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company Fund is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyFund, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Fund otherwise no longer ClearBridge Energy MLP Fund Inc. Note Purchase Agreement required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company Fund and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the CompanyFund, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company Fund to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall If at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount Execution Date a Material Credit Facility (other than Indebtedness permitted a Material Credit Facility that constitutes Acquired Debt) contains a financial covenant (regardless of whether such provision is labeled or otherwise characterized as a covenant, a definition or a default) by Section 10.6) the Company that is more favorable to the lenders under such Material Credit Facility than the covenants, definitions and/or defaults contained in this Agreement (any such provision (including any necessary definition), a “Reference More Favorable Covenant”), then the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Covenant. Unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Covenant shall be deemed automatically incorporated by reference into Section 10 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Covenant shall have become effective under such Material Credit Facility. Any More Favorable Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) containing one pursuant to Global Water Resources, Inc. Note Purchase Agreement this Section 9.10 (i) shall be deemed automatically amended herein to reflect any subsequent amendments made to such More Favorable Covenant under the applicable Material Credit Facility; provided that, if a Default or more Additional Covenantsan Event of Default then exists and the amendment of such More Favorable Covenant would make such covenant less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time, if it should occur, when such Default or Event of Default no longer exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such More Favorable Covenant is deleted or otherwise removed from the applicable Material Credit Facility or such applicable Material Credit Facility ceases to be a Material Credit Facility or shall be terminated; provided that, if a Default or an Event of Default then exists, such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time, if it should occur, when such Default or Event of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under such Material Credit Facility for such amendment or deletion, the terms equivalent of this Agreement shallsuch fee or other consideration shall be given, without any further action on the part of the Company or any of pro rata, to the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or is otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Tortoise MLP Fund, Inc. Note Purchase Agreement Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In Issue or permit any Domestic Subsidiary to issue any Indebtedness senior in rank to the event that Notes to be issued hereunder, unless upon the issuance of Notes hereunder, such Notes will be and will remain at least pari passu in rank and privileges with any then existing Indebtedness of the Company, including any Material Credit Facility. Upon issuance, the Company shall at agrees to cause any time after Notes issued hereunder to be secured equally with any then existing Indebtedness of the Company, including any Material Credit Facility. The Company will not enter into, assume or otherwise become bound or obligated, or permit any Subsidiary of the Company to, enter into, assume or otherwise become bound or obligated under any agreement or amendment to any agreement existing on the date hereof creating or evidencing Indebtedness in excess of this Agreement $25,000,000 (including, without limitation, any amendment to any Material Credit Facility) containing one or more Additional Covenants or additional defaults, unless the prior written consent of the Required Holders to such agreement shall have been obtained; provided, however, that if the Company or any Subsidiary shall enter into, assume or otherwise become bound by or obligated under any such agreement creating or evidencing Indebtedness without the prior written consent of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsRequired Holders, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional CovenantsCovenants or Additional Defaults, provided provided, that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.13, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Graybar Electric Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.Inc.Private Shelf Agreement

Most Favored Lender Status. In the event that the Company Fund shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Fund in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company Fund or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Fund further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant ClearBridge Energy MLP Fund Inc. Note Purchase Agreement Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company Fund is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyFund, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Fund otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company Fund and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the CompanyFund, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company Fund to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement the First Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Xxxxxxxx Xxxxxxxx & Energy Fund, Inc. Master Note Purchase Agreement Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In the event that the Company Fund shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Fund in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”” ) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company Fund or any of the ClearBridge Energy MLP Fund Inc. Note Purchase Agreement holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Fund further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company Fund is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyFund, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Fund otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company Fund and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the CompanyFund, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company Fund to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at The Issuer will not, and will not permit any time after the date of this Agreement Subsidiary to, enter into, assume or otherwise become bound by or obligated under any agreement creating evidencing, securing, guaranteeing or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing otherwise relating to Designated Debt that contains, or amend any such agreement to contain, one or more Additional CovenantsCovenants or Additional Defaults, unless the terms of Issuer or such Subsidiary has offered to make an amendment to this Agreement, in form and substance satisfactory to the Required Holders, to add to or amend this Agreement to contain such Additional Covenants or Additional Defaults; provided, however, in the event that the Issuer or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, any such agreement without making such offer, or if such offer was made and has not been rejected by the Required Holders, this Agreement shall, without any further action on the part of the Company Parent Company, the Issuer or any of the holders of the Notesholders, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company Issuer further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the Notesholders) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment amendments of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9SECTION 10.11, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant - Note: Parent Company would like to discuss this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9requirement.

Most Favored Lender Status. In The Borrower shall not, and shall not permit any Subsidiary to, enter into, assume or otherwise be bound or obligated under any Material Debt Agreement (as defined below) containing one or more Additional Financial Covenants or Additional Defaults, without the event prior written consent of the Required Lenders; provided that if the Company Borrower or any Subsidiary shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness Material Debt Agreement without the prior written consent of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsRequired Lenders, the terms of this Agreement shall, without any further action on the part of the Company Borrower, the Administrative Agent or any of the holders of the NotesLender, be deemed to be amended automatically to include each Additional Financial Covenant and each Additional Default contained in such Reference Material Debt Agreement, but only for so long as such Additional Financial Covenant or Additional Default remains in effect under such Material Debt Agreement. The Company further covenants to Borrower shall promptly execute and deliver at its expense (including, without limitationincluding all reasonable fees and disbursements of any law firm or other external counsel, the fees allocated cost of internal legal services and expenses all disbursements of counsel for the holders of the Notesinternal counsel) an amendment to this Agreement in form and substance satisfactory to the Required Holders Lenders evidencing the amendment of this Agreement to include any such Additional Covenants, Financial Covenant and/or Additional Default; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such the effectiveness of any amendment as provided for in this Section 9.9, but shall merely be for the convenience 7.15. For purposes of the parties hereto. Notwithstanding the foregoing, “Material Debt Agreement” means any agreement (Aor group of related agreements) if under which the Borrower and/or any Additional Covenant that Subsidiary at any time incurs (directly, by assumption, by operation of law or otherwise) or has been incorporated herein the right to incur (pursuant to this Section 9.9 is subsequently amended or modified committed financing) Indebtedness in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders excess of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant$50,000,000; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment agreement (or group of related agreements) shall not adversely affect cease to be a Material Debt Agreement if the automatic incorporation total amount of any amended Indebtedness and unfunded commitments thereunder is permanently reduced to $30,000,000 or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9less.

Most Favored Lender Status. In the event that the The Company shall at will not, and will not permit any time after the date of this Agreement Subsidiary to, enter into, assume or otherwise become bound by or obligated under any agreement creating evidencing, securing, guaranteeing or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing otherwise relating to Designated Debt that contains, or amend any such agreement to contain, one or more Additional CovenantsCovenants or Additional Defaults, unless the terms of Company or such Subsidiary has offered to make an amendment to this Guaranty and the Note Purchase Agreement, in form and substance satisfactory to the Required Holder(s), to add to or amend this Guaranty and the Note Purchase Agreement to contain such Additional Covenants or Additional Defaults; provided, however, in the event that the Company or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, any such agreement without making such offer, or if such offer was made and has not been rejected by the Required Holder(s), this Guaranty and the Note Purchase Agreement shall, without any further action on the part of the Company Company, the Issuer or any of the holders of the Notesholders, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the Notesholders) an amendment to this Guaranty and the Note Purchase Agreement in form and substance satisfactory to the Required Holders Holder(s) evidencing the amendment amendments of this Guaranty and the Note Purchase Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.94.3, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In After the Closing Date, the Borrowers will not and will not permit any one or more of their Subsidiaries to enter into, assume or otherwise be bound or obligated under any agreement creating or evidencing Indebtedness in excess of $500,000 in the aggregate or any agreement executed and delivered in connection with any Indebtedness in excess of $500,000 in the aggregate containing one or more Additional Covenants or Additional Defaults, unless prior written consent to such agreement shall have been obtained pursuant to Section 12.15 hereof; PROVIDED, HOWEVER, in the event that the Company Borrowers or any Subsidiary shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any such agreement creating or evidencing Indebtedness without the prior written consent of the Company in excess holder of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenantsthe Bank Note, the terms of this Agreement shall, without any further action on the part of the Company Borrowers or any of the holders holder of the NotesBank Note, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement, but only for so long as such Additional Covenants and Additional Defaults remain in effect with respect to such other agreement. The Company Borrowers further covenants covenant to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders holder of the NotesBank Note) an amendment to this Agreement in form and substance satisfactory to the Required Holders Banks evidencing the amendment of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9paragraph 7.38, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or is otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.9.8. Xxxxxxxx Xxxxxx Infrastructure Corporation Note Purchase Agreement

Most Favored Lender Status. In The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, assume or otherwise be bound or obligated under any agreement evidencing or relating to Indebtedness (excluding the event that Working Capital Facility, any Acquired Indebtedness and any Purchase Money Debt) of any Note Party in the aggregate principal amount (measured by the greater of the committed amount thereunder and the maximum principal amount outstanding thereunder) of $1,000,000 or more and containing one or more Additional Covenants or Additional Defaults, unless prior written notice of such agreement shall have been provided to the holders of the Notes. Unless the Company or any Subsidiary, as applicable, shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any such agreement creating or evidencing Indebtedness with the prior written waiver by the Required Holders of the Company in excess application of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenantsthis paragraph 6S, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement (provided upon the repayment or discharge of such other Indebtedness, this Agreement will be deemed to be amended automatically to exclude such Additional Covenant or Additional Default, as applicable). The Company further covenants covenant to promptly execute and deliver deliver, at its the expense of the Company (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the Notes) ), an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, Covenants and Additional Defaults; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9paragraph 6S, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In (a) The Company will not enter into, assume or otherwise be bound or obligated under one or more Additional Covenants or Additional Defaults in any Primary Working Capital Facility, unless prior written consent to such Additional Covenant or Additional Default shall have been obtained pursuant to Section 17; provided, however, in the event that the Company shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating such Additional Covenant or evidencing Indebtedness Additional Default without the prior written consent of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsRequired Holder(s), the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreementand each Additional Default. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to Prudential and the Required Holders evidencing the amendment of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.12(a), but shall merely be for the convenience of the parties hereto. (b) If after the time this Agreement is amended pursuant to Section 10.12(a) to include in this Agreement any Additional Covenant or Additional Default in any Primary Working Capital Facility such Additional Covenant or Additional Default ceases to be in effect under such Primary Working Capital Credit Facility or is amended by the requisite lenders under such Primary Working Capital Facility so as to be less restrictive with respect to the Company and its Restricted Subsidiaries, then, on the 10th day after the date the Company shall have delivered financial information to the Company pursuant to Section 7.1(a) or 7.1(b) next following the receipt by Prudential and the holders of the Notes of notice that such Additional Covenant or Additional Default has ceased to be in effect or such amendment has become effective, Prudential and the holders of the Notes will release or similarly amend, as the case may be, such Additional Covenant or Additional Default as in effect in this Agreement, provided that (i) on such 10 th day no Default or Event of Default shall be in existence, and (ii) if any fees or other remuneration was paid to any lender under such Primary Working Capital Facility with respect to causing such Additional Covenant or Additional Default to cease to be in effect or to be so amended, then the Company shall have paid to the holders of the Notes as the same fees or other remuneration on a pro rata basis in proportion to the relative outstanding principal amounts of the Notes and the principal amount of the Indebtedness outstanding under such Primary Working Capital Facility (it being understood that any fees or other remuneration paid to any lender under any such Primary Working Capital Facility in order to obtain an extension to the term or an increase in the amount of the commitments to lend under such Primary Working Capital Facility shall not be included as part of any fees or other compensation covered by this clause (ii)). Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein no release or amendment to the Agreement pursuant to this Section 9.9 is subsequently 10.12(b) as the result of any Additional Covenant or Additional Default in any Primary Working Capital Facility ceasing to be in effect or being amended shall cause the covenants or modified Events of Default in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant to be less restrictive than the covenants or Events of Default as originally incorporated, mutatis mutandi, as if set forth fully contained in this Agreement, effective beginning on as in effect with regard to the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of under Section 10.12(a) originally caused by such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended Covenants or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9Default.

Most Favored Lender Status. In (a) If on the event that the Company shall date of this Agreement or at any time after the date of this Agreement enter into, assume any Material Credit Facility contains a financial covenant (regardless of whether such provision is labeled or otherwise become bound characterized as a covenant, a definition or a default) by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount Issuer that is not contained herein (other than Indebtedness permitted by the covenant contained in Section 10.66.11 of the Primary Credit Facility as of the date hereof) or is more favorable to the lenders under such Material Credit Facility than the financial covenants (including related definitions) contained in this Agreement (any such provision (including any necessary definition), a “Reference More Favorable Covenant”), then the Issuer shall provide a Most Favored Lender Notice in respect of such More Favorable Covenant. Unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Covenant shall be deemed automatically incorporated by reference into Section 10 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Covenant shall have become effective under such Material Credit Facility. Retail Properties of America, Inc. Note Purchase Agreement (b) Any More Favorable Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) containing one pursuant to this Section 9.10(a) shall be deemed automatically amended herein to reflect any subsequent amendments made to such More Favorable Covenant under the applicable Material Credit Facility; provided that, if a Default or more Additional Covenantsan Event of Default then exists and the amendment of such More Favorable Covenant would make such covenant less restrictive on the Issuer, such Incorporated Covenant shall only be deemed automatically amended at such time, if it should occur, when such Default or Event of Default no longer exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such More Favorable Covenant is deleted or otherwise removed from the applicable Material Credit Facility or such applicable Material Credit Facility ceases to be a Material Credit Facility or shall be terminated; provided that, if a Default or an Event of Default then exists, such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time, if it should occur, when such Default or Event of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under such Material Credit Facility for such amendment or deletion, the terms equivalent of this Agreement shallsuch fee or other consideration shall be given, without any further action on the part of the Company or any of pro rata, to the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In (a) The Company will not, and will not permit any Subsidiary to, be bound or obligated (including, without limitation, by amendment to the event that Senior Credit Documents) under the Senior Credit Documents, to the extent the same contains one or more Additional Covenants (other than those in existence on the date hereof) or Additional Defaults (other than those in existence on the date hereof), unless prior written notice of such Additional Covenants or Additional Defaults shall have been provided to the holders of the Notes. Unless the Company or any Subsidiary shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating the Senior Credit Documents, to the extent the same contains such Additional Covenants or evidencing Indebtedness Additional Defaults, with the prior written waiver by the Required Holder(s) of the Company in excess application of $10,000,000 in principal amount (other than Indebtedness permitted by this Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants10.15, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementthe Senior Credit Documents. The Company further covenants to promptly execute and deliver at its expense (includingincluding the reasonable fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holder(s) evidencing the amendment of this Agreement to include such Additional Covenants and Additional Defaults, without limitationprovided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 10.15(a), but shall merely be for the convenience of the parties hereto. (b) Upon the subsequent elimination of any such Additional Covenant or Additional Default from the Senior Credit Documents or subsequent amendment to any such Additional Covenant or Additional Default in the Senior Credit Documents the effect of which is to make any such Additional Covenant or Additional Default in the Senior Credit Documents less restrictive with respect to the Company and the Company providing notice thereof to the holders of the Notes of such event, the same shall be eliminated or similarly amended hereunder, as the case may be, if (i) no Default or Event of Default then exists, and (ii) such elimination or amendment of such Additional Covenant or Additional Default shall not make this Agreement any less restrictive with respect to the Company and its Subsidiaries than as in effect on the date of this Agreement, as amended by any other amendments hereto other than as a result of such Additional Covenant or Additional Default. The Company further covenants to promptly execute and deliver at its expense (including the reasonable fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include modify or eliminate such Additional CovenantsCovenant or Additional Default, provided that and the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment modification or elimination of such Additional Covenant or Additional Default as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.910.15(b).