Common use of Most Favored Lender Status Clause in Contracts

Most Favored Lender Status. If at any time any of the Prudential Financing, or any agreement or document related to the Prudential Financing or any Principal Credit Facility of the Borrower, includes (i) any covenant, event of default or similar provision that is not provided for in this Agreement, or (ii) any covenant, event of default or similar provision that is more restrictive than the same or similar covenant, event of default or similar provision provided in this Agreement (all such provisions described in the foregoing clauses (i) or (ii) of this Section 7.17 being referred to as the “Most Favored Covenants”), then (a) such Most Favored Covenant shall immediately and automatically be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement except pursuant to the provisions of Section 10.2, and (b) the Borrower shall promptly, and in any event within five (5) Business Days after entering into any such Most Favored Covenant, so advise the Administrative Agent (for distribution to the Lenders) in writing. Thereafter, upon the request of the Required Lenders, the Borrower shall enter into an amendment to this Agreement with the Administrative Agent and the Required Lenders evidencing the incorporation of such Most Favored Covenant, it being agreed that any failure to make such request or to enter into any such amendment shall in no way qualify or limit the incorporation by reference described in clause (a) of the immediately preceding sentence.

Most Favored Lender Status. If at The Borrower will not and will not permit any time Restricted Subsidiary to enter into, assume or otherwise be bound or obligated under any agreement creating or evidencing Indebtedness or any agreement executed and delivered in connection with any Indebtedness containing one or more Additional Covenants or Additional Defaults (as defined below), unless prior written consent to such agreement shall have been obtained from the Required Lenders; provided, however, in the event the Borrower or any Restricted Subsidiary shall enter into, assume or otherwise become bound by or obligated under any such agreement without the prior written consent of the Lenders, the terms of this Agreement shall, without any further action on the part of the Borrower or any of the Prudential Financing, or any agreement or document related to the Prudential Financing or any Principal Credit Facility of the Borrower, includes (i) any covenant, event of default or similar provision that is not provided for in this Agreement, or (ii) any covenant, event of default or similar provision that is more restrictive than the same or similar covenant, event of default or similar provision provided in this Agreement (all such provisions described in the foregoing clauses (i) or (ii) of this Section 7.17 being referred to as the “Most Favored Covenants”), then (a) such Most Favored Covenant shall immediately and automatically be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement except pursuant to the provisions of Section 10.2, and (b) the Borrower shall promptly, and in any event within five (5) Business Days after entering into any such Most Favored Covenant, so advise the Administrative Agent (for distribution to the Lenders) in writing. Thereafter, upon the request of the Required Lenders, the be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such agreement. The Borrower shall enter into further covenants to promptly execute and deliver at its expense an amendment to this Agreement with the Administrative Agent in form and substance satisfactory to the Required Lenders evidencing the incorporation amendment of this Agreement to include such Most Favored CovenantAdditional Covenants and Additional Defaults, it being agreed provided that any failure to make such request or to enter into any the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in no way qualify or limit this Section 5.06, but shall merely be for the incorporation by reference described in clause (a) convenience of the immediately preceding sentenceparties hereto.

Most Favored Lender Status. If at The Company will not and will not permit any time Subsidiary to enter into, assume or otherwise be bound or obligated under any agreement creating or evidencing Debt in excess of $5,000,000 containing one or more Additional Covenants or Additional Defaults, unless prior written consent to such agreement shall have been obtained pursuant to paragraph 11C; provided, however, in the event the Company or any Subsidiary shall enter into, assume or otherwise become bound by or obligated under any such agreement without the prior written consent of the Required Holders, the terms of this Agreement shall, without any further action on the part of the Company or any of the Prudential Financing, or any agreement or document related to the Prudential Financing or any Principal Credit Facility holders of the BorrowerNotes, includes be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such agreement. The Company further covenants to promptly execute and deliver at its expense (i) any covenantincluding, event without limitation, the fees and expenses of default or similar provision that is not provided counsel for in this Agreement, or (ii) any covenant, event of default or similar provision that is more restrictive than the same or similar covenant, event of default or similar provision provided in this Agreement (all such provisions described in the foregoing clauses (i) or (ii) of this Section 7.17 being referred to as the “Most Favored Covenants”), then (a) such Most Favored Covenant shall immediately and automatically be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement except pursuant to the provisions of Section 10.2, and (b) the Borrower shall promptly, and in any event within five (5) Business Days after entering into any such Most Favored Covenant, so advise the Administrative Agent (for distribution to the Lenders) in writing. Thereafter, upon the request holders of the Required Lenders, the Borrower shall enter into Notes) an amendment to this Agreement with the Administrative Agent in form and substance satisfactory to the Required Lenders Holder(s) evidencing the incorporation amendment of this Agreement to include such Most Favored CovenantAdditional Covenants and Additional Defaults, it being agreed provided that any failure to make such request or to enter into any the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in no way qualify or limit this paragraph 6J, but shall merely be for the incorporation by reference described in clause convenience of the parties hereto. (ai) Subparagraph (v) of paragraph 7A is amended by inserting the phrase "or paragraph 5M" immediately preceding sentencefollowing the reference to "paragraph 6". (j) Paragraph 10B of the Note Agreement is amended by inserting the following new defined terms in the appropriate alphabetical order within such paragraph:

Most Favored Lender Status. If at The Company will not enter into or amend any time any agreement governing or evidencing Indebtedness for borrowed money (other than Capital Lease Obligations or other Indebtedness permitted under paragraph 6A(e) or (j)) in a principal amount committed or outstanding of the Prudential Financing$25,000,000 or more under one agreement, or any a series of related agreements, that includes one or more Additional Covenants (other than covenants pertaining to the conversion of such Indebtedness to equity), unless prior to entering into such agreement or document related to the Prudential Financing or any Principal Credit Facility of the Borroweramendment, includes (i) any covenant, event the Company offered such Additional Covenant to the holders of default or similar provision that is not provided for in this Agreement, or Notes and (ii) any covenant, event of default or similar provision that is more restrictive than if the same or similar covenant, event of default or similar provision provided in this Agreement (all Required Holders have accepted such provisions described in the foregoing clauses (i) or (ii) of this Section 7.17 being referred to as the “Most Favored Covenants”), then (a) such Most Favored Covenant shall immediately and automatically be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement except pursuant to the provisions of Section 10.2, and (b) the Borrower shall promptly, and in any event within five (5) Business Days after entering into any such Most Favored Additional Covenant, so advise the Administrative Agent Company has executed and delivered at its expense (including the reasonable fees and expenses of counsel for distribution to the Lendersholders of Notes) in writing. Thereafter, upon the request of the Required Lenders, the Borrower shall enter into an amendment to this Agreement with to include such Additional Covenants in this Agreement; provided that in no event shall the Administrative Agent and Company enter into or amend any agreement to restrict payments on the Required Lenders evidencing Obligations or restrict the incorporation ability of such Most Favored Covenant, it being agreed that any failure to make such request or the Company to enter into amendments and modifications of this Agreement or the other Note Documents without the prior written consent of the Required Holders; provided, further, in the event that the Company or any Subsidiary shall enter into, assume or otherwise become bound by or obligated under any such agreement that includes Additional Covenants, without executing and delivering such amendment shall in no way qualify or limit to this Agreement, the incorporation by reference described in clause (a) terms of this Agreement shall, without any further action on the part of the immediately preceding sentenceCompany or the Required Holders, be deemed to be amended automatically to include each Additional Covenant contained in such agreement.

Most Favored Lender Status. If at any time any of the Prudential Financing, or any agreement or document related to the Prudential Financing or any Principal Credit Facility of the Borrower, includes (i) Lending Agreement shall include any covenant, event of default undertaking, restriction or similar other provision (or any thereof shall be amended or otherwise modified) that is not provided for contained in this Agreement, Agreement or (ii) would be more beneficial to the holders of Notes than any analogous covenant, event of default undertaking, restriction or similar provision that is more restrictive than the same or similar covenant, event of default or similar provision provided contained in this Agreement (all any such provisions described in the foregoing clauses (i) covenant, undertaking, restriction or (ii) of this Section 7.17 being referred to as the provision, an “Most Favored CovenantsAdditional Covenant”), then (a) such the Company shall provide a Most Favored Lender Notice to the holders of the Notes. Thereupon, unless waived in writing by the Required Holders within five (5) days of receipt of such notice by the holders of the Notes, such Additional Covenant shall immediately and be deemed automatically be incorporated by reference in into this Agreement Agreement, mutatis mutandis, as if set forth fully herein, mutatis mutandiswithout any further action required on the part of any Person, and no effective as of the date when such provision may thereafter be waived, amended or modified Additional Covenant became effective under this Agreement except pursuant to the provisions of Section 10.2, and (b) the Borrower shall promptly, and in any event within five (5) Business Days after entering into any such Most Favored Covenant, so advise the Administrative Agent (for distribution to the Lenders) in writingPrincipal Lending Agreement. Thereafter, upon the request of the Required LendersHolders, the Borrower Company shall enter into an any additional agreement or amendment to this Agreement with reasonably requested by such holder evidencing any of the Administrative Agent and the Required Lenders evidencing the incorporation foregoing. Any Additional Covenant incorporated into this Agreement pursuant to this Section 9.6 shall remain unchanged herein notwithstanding any subsequent waiver, amendment or other modification of such Most Favored Covenant, it being agreed that any failure to make such request or to enter into Additional Covenant (unless any such waiver, amendment shall in no way qualify or limit modification adds another Additional Covenant) under the incorporation by reference described in clause (a) of the immediately preceding sentenceapplicable Principal Lending Agreement.

Most Favored Lender Status. If at the Borrower suffers to exist any time terms or conditions (other than any gross leverage test applicable under the 2018 Note Purchase Agreement, the 2011 Note Purchase Agreement or the 2015 Note Purchase Agreement, in each case as in effect as of the Prudential FinancingAmendment No. 3 Effective Date), or enters into any agreement amendment or document related to other modification, of the Prudential Financing Existing Loan Agreement, the Note Purchase Agreements, the Senior Notes or any Principal Credit Facility notes, indenture or other agreements evidencing Indebtedness incurred pursuant to clause (b) of Section 6.14.11, pursuant to Section 6.14.12 or pursuant to clause (b) of Section 6.14.16 (collectively, “Other Specified Indebtedness”) that (i) results in one or more additional or more restrictive Financial Covenants than those contained in this Agreement or (ii) solely in the case of Other Specified Indebtedness permitted under Section 6.14.16, results in any term, condition or provision (including, for avoidance of doubt, any covenant, representation, default, security, guaranty or mandatory prepayment) that is not included in this Agreement or the other Loan Documents or otherwise differs from the similar or equivalent term, condition or provision set forth in this Agreement or the other Loan Documents in any material respect, then, in each case, the terms of this Agreement or such other applicable Loan Document, without any further action on the part of the Borrower, includes (i) the Administrative Agent or any covenantof the Lenders, will unconditionally be deemed on the Amendment No. 3 Effective Date or the date of execution of any such amendment or other modification, as applicable, to be automatically amended to include each such additional or more restrictive Financial Covenant or other term, condition or provision, together with all definitions relating thereto, and any event of default in respect of any such additional or similar provision that is not provided for in more restrictive covenant(s) so included herein shall be deemed to be a Default under Section 7.3, subject to all applicable terms and provisions of this Agreement, including, without limitation, all grace periods, all limitations in application, scope or (ii) any covenant, event of default or similar provision that is more restrictive than the same or similar covenant, event of default or similar provision provided in this Agreement (all such provisions described in the foregoing clauses (i) or (ii) of this Section 7.17 being referred to as the “Most Favored Covenants”), then (a) such Most Favored Covenant shall immediately and automatically be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandisduration, and no such provision may thereafter be waived, amended or modified under this Agreement except pursuant to the provisions of Section 10.2, all rights and (b) the Borrower shall promptly, and in any event within five (5) Business Days after entering into any such Most Favored Covenant, so advise the Administrative Agent (for distribution to the Lenders) in writing. Thereafter, upon the request of the Required Lenders, the Borrower shall enter into an amendment to this Agreement with remedies exercisable by the Administrative Agent and the Required Lenders evidencing the incorporation hereunder. For purposes of such Most Favored Covenantthis Section 6.28, it being agreed that any failure to make such request or to enter into any such amendment shall in no way qualify or limit the incorporation by reference described in clause (a) of the immediately preceding sentence.“

Most Favored Lender Status. If at The Company will not, and will not permit any time Subsidiary to, enter into, assume or otherwise be bound or obligated under the NCNB Agreement (including, without limitation, any and all renewals, extensions, refinancings, refundings, amendments, restatements, supplements, or modifications thereof) if such agreement contains one or more Additional Covenants or Additional Defaults, unless prior written consent to such agreement shall have been obtained pursuant to paragraph 11C; provided, however, in the event the Company or any Subsidiary shall enter into, assume or otherwise become bound by or obligated under such agreement without the prior written consent of the Required Holder(s), the terms of this Agreement shall, without any further action on the part of the Company or any of the Prudential Financing, or any agreement or document related to the Prudential Financing or any Principal Credit Facility holders of the BorrowerNotes, includes be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such agreement. The Company further covenants to promptly execute and deliver at its expense (i) any covenant, event including the fees and expenses of default or similar provision that is not provided counsel for in this Agreement, or (ii) any covenant, event of default or similar provision that is more restrictive than the same or similar covenant, event of default or similar provision provided in this Agreement (all such provisions described in the foregoing clauses (i) or (ii) of this Section 7.17 being referred to as the “Most Favored Covenants”), then (a) such Most Favored Covenant shall immediately and automatically be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement except pursuant to the provisions of Section 10.2, and (b) the Borrower shall promptly, and in any event within five (5) Business Days after entering into any such Most Favored Covenant, so advise the Administrative Agent (for distribution to the Lenders) in writing. Thereafter, upon the request holders of the Required Lenders, the Borrower shall enter into Notes) an amendment to this Agreement with the Administrative Agent in form and substance satisfactory to the Required Lenders Holder(s) evidencing the incorporation amendment of this Agreement to include such Most Favored CovenantAdditional Covenants and Additional Defaults, it being agreed provided that any failure to make such request or to enter into any the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in no way qualify or limit this paragraph 6F, but shall merely be for the incorporation by reference described in clause (aconvenience of the parties hereto. Notwithstanding the foregoing provisions of this paragraph 6F, this Agreement shall not be deemed to include Section 7.05(g) of the immediately preceding sentenceNCNB Agreement as in effect on June 29, 2004, unless such Section 7.05(g) is thereafter amended and constitutes an Additional Covenant.”

Most Favored Lender Status. If at any time 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 any of the Prudential Financingdocuments, indentures, agreements, or other evidence of any agreement additional Indebtedness (or document related amendment or modification thereof), created, incurred or assumed by the Borrower or any Subsidiary after the date of this Agreement in favor of any lender or creditor, in the event and only to the Prudential Financing extent such representations, warranties, covenants and/or event of default provisions are more favorable to such lender or creditor than, or are in addition to, those already set forth and contained in this Agreement and the other Loan Documents; provided, however, that, so long as no Default or Event of Default shall then exist, any Principal Credit Facility such amendment of the Borrower, includes this Agreement shall be deemed (i) any covenant, event to terminate automatically upon (a) the repayment in full and termination of default such Indebtedness or similar provision that is not provided for (b) the effective date of the deletion of such more favorable provisions in this Agreement, respect of such additional Indebtedness pursuant to the terms of such additional Indebtedness or (ii) to be amended automatically and in like manner and effect upon the effectiveness of any covenant, event amendment of default or similar provision that is such more restrictive than the same or similar covenant, event favorable provisions in respect of default or similar provision provided in this Agreement (all such provisions described in the foregoing clauses (i) or (ii) of this Section 7.17 being referred to as the “Most Favored Covenants”), then (a) such Most Favored Covenant shall immediately and automatically be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement except Indebtedness pursuant to the provisions terms of Section 10.2, and such additional Indebtedness. Within three (b) the Borrower shall promptly, and in any event within five (53) Business Days after entering into any such Most Favored Covenant, so advise the Administrative Agent (for distribution to the Lenders) in writing. Thereafter, upon the request of the Required Lendersthereafter, the Borrower shall enter into an deliver a written conforming amendment to this Agreement with Agreement. Prior to the Administrative Agent execution and the Required Lenders evidencing the incorporation delivery of such Most Favored Covenantdocuments by the Borrower and before such additional Indebtedness shall have been repaid in full and terminated, it being agreed that any failure this Agreement shall be deemed to make contain each such request or more favorable (or, as the case may be, such additional) representation, warranty, covenant and/or event of default provision for purposes of determining the rights and obligations hereunder.” (xiii) The following new Section 7.02(p) shall be added to enter into any such amendment shall in no way qualify or limit the incorporation by reference described in clause (a) Section 7.02 of the immediately preceding sentence.Credit Agreement:

Most Favored Lender Status. If at any time any of the Prudential Financing, or any agreement or document related to the Prudential Financing or any Principal Credit Facility of the Borrower, includes (ia) any covenant, event of default or similar provision that is not provided for in this Agreement, or (iib) any covenant, event of default or similar provision that is more restrictive than the same or similar covenant, event of default or similar provision provided in this Agreement (all such provisions described in the foregoing clauses (ia) or (iib) of this Section 7.17 6.31 being referred to as the “Most Favored Covenants”), then (a) such Most Favored Covenant shall immediately and automatically be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement except pursuant to the provisions of Section 10.28.2, and (b) the Borrower shall promptly, and in any event within five (5) Business Days days after entering into any such Most Favored Covenant, so advise the Administrative Agent (for distribution to the Lenders) in writing. Thereafter, upon the request of the Required Lenders, the Borrower shall enter into an amendment to this Agreement with the Administrative Agent and the Required Lenders evidencing the incorporation of such Most Favored Covenant, it being agreed that any failure to make such request or to enter into any such amendment shall in no way qualify or limit the incorporation by reference described in clause (a) of the immediately preceding sentence. (v) Section 8.1 of the Credit Agreement is hereby amended as follows: (i) clause (i) thereof is amended by deleting each reference to “Secured Obligations” therein and substituting “Obligations” therefor; and (ii) clauses (iii) and (iv) thereof are amended and restated in their entirety as follows: (iii) The Agents may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, subject to the terms of the Intercreditor Agreement, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuer under the Loan Documents. (iv) At any time while any Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Revolving Loan Commitment has been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Collateral Agent to the Borrower or paid to whomever may be legally entitled thereto at such time, including pursuant to the Intercreditor Agreement.” (w) Section 8.3 of the Credit Agreement is hereby amended to (i) delete the “or” immediately following “the LC Issuer” in the first sentence thereof and substitute a “,” therefor, (ii) add “or the Collateral Agent” immediately following “the Administrative Agent” in the first sentence thereof and (iii) delete the word “Secured” from the last sentence thereof. (x) Section 9.6 of the Credit Agreement is hereby amended as follows: (i) clause (i) thereof is amended and restated in its entirety as follows: (i) The Borrower shall reimburse the Agents and the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by any Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification and administration of the Loan Documents. The Borrower also agrees to reimburse the Agents, the Arrangers, the LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Agents, the Arrangers, the LC Issuer and the Lenders, which attorneys and paralegals may be employees of the Agents, the Arrangers, the LC Issuer or the Lenders) paid or incurred by the Agents, the Arrangers, the LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining the field examination contemplated by Section 6.9 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examination. The Borrower acknowledges that from time to time JPMorgan may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by JPMorgan from information furnished to it by or on behalf of the Borrower, after JPMorgan has exercised its rights of inspection pursuant to this Agreement.” (ii) clause (ii) thereof is amended to delete each reference to “the Administrative Agent” therein and to substitute “the Agents” therefor. (y) Section 9.15 of the Credit Agreement is amended to delete each reference to “the Administrative Agent” therein and to substitute “the Collateral Agent” therefor. (z) Article X of the Credit Agreement is amended and restated in its entirety in the form attached hereto as Appendix I. (aa) Section 13.1 of the Credit Agreement is amended to amend and restate clause (ii) thereof in its entirety as follows:

Most Favored Lender Status. If at any time The Company will not and will not permit any of its Subsidiaries to enter into, assume or otherwise be bound or obligated under any agreement (including, without limitation, the Prudential Financing, Loan Agreement) creating or evidencing Indebtedness or any agreement executed and delivered in connection with any Indebtedness containing one or document related to more Additional Covenants or Additional Defaults, unless the Prudential Financing prior written consent of the Holders holding 66-2/3% in aggregate principal amount of the outstanding Notes shall have been obtained; provided, however, in the event the Company or any Principal Credit Facility of its Subsidiaries shall enter into, assume or otherwise become bound by or obligated under any such agreement without the prior written consent of the BorrowerHolders holding 66-2/3% in aggregate principal amount of the outstanding Notes, includes (i) any covenant, event the terms of default or similar provision that is not provided for in this Agreement, or (ii) any covenant, event of default or similar provision that is more restrictive than the same or similar covenant, event of default or similar provision provided in this Agreement (all shall, without any further action on the part of the Company or the Holders of Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such provisions described in the foregoing clauses (i) or (ii) of this Section 7.17 being referred to as the “Most Favored Covenants”), then (a) such Most Favored Covenant shall immediately and automatically be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement except pursuant to the provisions of Section 10.2, and (b) the Borrower shall promptly, and in any event within five (5) Business Days after entering into any such Most Favored Covenant, so advise the Administrative Agent (for distribution to the Lenders) in writingagreement. Thereafter, upon Upon the request of the Required LendersHolders holding 66-2/3% in aggregate principal amount of the outstanding Notes, the Borrower shall enter into Company will promptly execute and deliver at their expense (including, without limitation, the fees and expenses of counsel for the Holders of Notes) an amendment to this Agreement with the Administrative Agent in form and the Required Lenders substance satisfactory to such Holders evidencing the incorporation amendment of this Agreement to include such Most Favored CovenantAdditional Covenants and Additional Defaults, it being agreed provided that any failure to make such request or to enter into any the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in no way qualify or limit this Sec.5.25, but shall merely be for the incorporation by reference described in clause (a) convenience of the immediately preceding sentenceparties hereto."