Common use of Most Favored Lender Status Clause in Contracts

Most Favored Lender Status. If the Borrower suffers to exist any 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 Closing Date), or enters into any amendment or other modification, of any Specified Indebtedness Agreement that results in one or more additional or more restrictive Financial Covenants than those contained in this Agreement, 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, the Administrative Agent or any of the Lenders, will unconditionally be deemed on the Closing 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 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 duration, and all rights and remedies exercisable by the Administrative Agent and the Lenders hereunder. For purposes of this Section 6.28, “Financial Covenant” means any covenant (or other provision having similar effect) the subject matter of which pertains to measurement of the Borrower’s financial condition or financial performance, including a measurement of the Borrower’s leverage, ability to cover expenses, earnings, net income, fixed charges, interest expense, net worth or other component of the Borrower’s consolidated financial position or results of operations (however expressed and whether stated as a ratio, a fixed threshold, as an event of default or otherwise).

Most Favored Lender Status. If In the Borrower suffers to exist any terms or conditions (other than any gross leverage test applicable under event that 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 Closing Date), or enters into any amendment or other modification, of any Specified Indebtedness Agreement that results in one or more additional or more restrictive Financial Covenants than those contained in this Agreement, 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, the Administrative Agent Company or any of the Lendersits Subsidiaries (including Financing Subsidiaries) shall, will unconditionally be deemed on the Closing Date directly or the date of execution of any such amendment or other modificationindirectly, 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 more restrictive covenant(s) so included herein shall be deemed to be a Default party to or enter into or otherwise consent to any agreement or instrument (or any amendment, supplement or modification thereto) under Section 7.3which, subject directly or indirectly, any Person or Persons undertakes to all applicable terms and provisions make or provide credit or loans to, or agree to purchase working capital assets of, the Company or any of this Agreementits Subsidiaries (including Financing Subsidiaries), including, without limitation, all grace periodsany instrument, all limitations document or indenture relating to any Indebtedness, which agreement (or amendment thereto) provides such Person with more restrictive borrowing base or related eligibility criteria against Contracts or senior leverage ratio covenant than are provided in applicationthis Agreement when calculated consistent with the definitions set forth in this Agreement, scope the Company shall provide the Agents and the Lenders with a copy of each such agreement (or durationamendment thereto) and such more restrictive borrowing base or eligibility criteria against Contracts or senior leverage ratio covenant shall automatically be deemed to be incorporated into this Agreement in a manner that is consistent with the definitions set forth in this Agreement, and all rights the Agents and remedies exercisable the Lenders shall have the benefits of such more restrictive borrowing base and eligibility criteria against Contracts and senior leverage ratio covenant as if specifically set forth herein and applied for the benefit of the holders of the Secured Obligations and the interest of the Agents and/or the Lenders in the Collateral (and no amendment, modification, or waiver of any such more restrictive borrowing base or eligibility criteria against Contracts or senior leverage ratio covenant incorporated herein by reference shall be effective against the Agents or the Lenders unless consented to by the Required Lenders). Upon the written request of the Administrative Agent or the Required Lenders, the Borrower shall promptly enter into an amendment to this Agreement to so include such more restrictive borrowing base and/or eligibility criteria against Contracts and/or senior leverage ratio covenant, provided that the Administrative Agent and the Lenders hereunder. For purposes shall maintain the benefit of this Section 6.28, “Financial Covenant” means any such more restrictive borrowing base and eligibility criteria against Contracts and senior leverage ratio covenant (even if the Administrative Agent or other provision having similar effect) Required Lenders fail to make such request or the subject matter of which pertains Borrower fails to measurement of the Borrower’s financial condition or financial performance, including a measurement of the Borrower’s leverage, ability to cover expenses, earnings, net income, fixed charges, interest expense, net worth or other component of the Borrower’s consolidated financial position or results of operations (however expressed and whether stated as a ratio, a fixed threshold, as an event of default or otherwise)provide such amendment.

Most Favored Lender Status. (i) If at any time a Material Credit Facility contains a financial or similar covenant by the Borrower suffers Company that is more favorable to exist the lenders under such Material Credit Facility than the financial or similar covenants (including any terms definition(s) incorporated therein and/or defaults related thereto) contained in this Agreement (any such provision (including any necessary definition), a “MCF More Favorable Covenant”), then the Company shall provide a Most Favored Lender Notice in respect of such MCF 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 MCF More Favorable Covenant shall have become effective under such Material Credit Facility. (ii) If at any time the Primary Credit Facility contains a covenant (regardless of whether such provision is labeled or conditions (other than any gross leverage test applicable otherwise characterized as a covenant, a definition or a default) by the Company that is more favorable to the lenders under the 2018 Note Purchase Primary Credit Facility than the covenants, definitions and/or defaults contained in this Agreement (any such provision (including any necessary definition), a “PCF More Favorable Covenant”), then the Company shall provide a Most Favored Lender Notice in respect of such PCF 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 2011 date when such PCF More Favorable Covenant shall have become effective under the Primary Credit Facility. (b) Any MCF More Favorable Covenant or PCF More Favorable Covenant (each a “More Favorable Covenant”) incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) pursuant to this Section 10.9 (i) shall be deemed automatically amended herein to reflect any subsequent amendments made to such More Favorable Covenant under the applicable Material Credit Facility or Primary 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 Primary Credit Facility, or such applicable Material Credit Facility ceases to be a Material Credit Facility or such Material Credit Facility or Primary Credit Facility 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 or the Primary Credit Facility, as applicable, solely in connection with any such amendment or deletion (and for the avoidance of doubt excluding any other refinancing, renewal or other similar general amendment or amendment and restatement related fees), the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes based upon the then outstanding principal amount of the Notes and the committed amounts under the Material Credit Facility or Primarly Credit Facility, respectively. Notwithstanding the foregoing, the covenants or defaults (and related definitions as used therein) contained in this Agreement as in effect on the Effective Mxxxx Industries, Inc. Note Purchase Agreement Date (and as amended other than by operation of this Section 10.8(b)) shall not be loosened or the 2015 Note Purchase Agreement, in each case as in effect as relaxed by operation of the Closing Date), or enters into any amendment or other modification, of any Specified Indebtedness Agreement that results in one or more additional or more restrictive Financial Covenants than those contained in this Agreement, then, in each case, the terms of this Agreement or Section 10.8(b) and only such other applicable Loan Document, without any further action on the part of the Borrower, the Administrative Agent or any of the Lenders, will unconditionally be deemed on the Closing 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 more restrictive covenant(s) so included herein Incorporated Covenants shall be deemed so loosened or relaxed pursuant to be a Default under Section 7.3, subject to all applicable the terms and provisions of this Agreement, including, without limitation, all grace periods, all limitations in application, scope or duration, and all rights and remedies exercisable by the Administrative Agent and the Lenders hereunder. For purposes of this Section 6.28, “Financial Covenant” means any covenant (or other provision having similar effect) the subject matter of which pertains to measurement of the Borrower’s financial condition or financial performance, including a measurement of the Borrower’s leverage, ability to cover expenses, earnings, net income, fixed charges, interest expense, net worth or other component of the Borrower’s consolidated financial position or results of operations (however expressed and whether stated as a ratio, a fixed threshold, as an event of default or otherwise)hereof.

Most Favored Lender Status. If at any time after the Borrower suffers to exist Effective Date XL Capital shall enter into any terms new syndicated credit facility (including any increase, renewal, extension, amendment, restatement 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 replacement of either of the Closing Date)Other Credit Agreements) that contains any provision (each a “Subject Provision”) which is more beneficial to the lenders under such new syndicated credit facility, or enters into any amendment or other modification, of any Specified Indebtedness Agreement that results in one or more additional or is more restrictive Financial Covenants than those contained in this Agreement, 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, the Administrative Agent XL Capital or any of its Subsidiaries, than the Lenders, will unconditionally be deemed on the Closing 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 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 duration, and all rights and remedies exercisable by then XL Capital shall provide prompt written notice thereof to the Administrative Agent (and furnish the Administrative Agent a copy of the definitive documentation for such new syndicated credit facility). Thereupon, unless waived in writing by the Required Lenders hereunderwithin 10 Business Days of the Administrative Agent’s receipt of such notice, such Subject Provision shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein effective as of the date when such Subject Provision became effective under such new syndicated credit facility. For purposes If at any time the terms of any Subject Provision incorporated into this Agreement pursuant to this Section 6.28shall be amended or otherwise modified in a manner that is beneficial to XL Capital, “Financial Covenant” means then, upon notice thereof by XL Capital to the Administrative Agent, such Subject Provision shall be deemed so amended or otherwise modified in this Agreement, provided that, to the extent that XL Capital shall directly or indirectly pay or cause to be paid any covenant amendment or similar fee to lenders (but not including any agency or other provision having similar effectupfront fees in connection with any such new syndicated credit facility) as consideration for or as an inducement to the subject matter entering into of which pertains any amendment or modification of any Subject Provision, XL Capital shall pay such fee, on the same terms, ratably to measurement each Lender. Upon the request of the Borrower’s financial condition or financial performanceRequired Lenders, including a measurement the Obligors shall enter into such amendments to this Agreement as the Required Lenders may reasonably request, evidencing the incorporation of the Borrower’s leverage, ability to cover expenses, earnings, net income, fixed charges, interest expense, net worth or other component of the Borrower’s consolidated financial position or results of operations (however expressed and whether stated as a ratio, a fixed threshold, as an event of default or otherwise)such Subject Provision into this Agreement.

Most Favored Lender Status. If 7.13.1. The Borrower will not enter into or permit any amendment to the Borrower suffers to exist any terms or conditions (other than any gross leverage test applicable under the 2018 Note Purchase Agreement, the 2011 Note Purchase Prudential Agreement or the 2015 any other Prudential Note Purchase Agreement, in each case as in effect as of the Closing Date), or enters into any amendment or other modification, of any Specified Indebtedness Agreement that results in Document to include one or more additional Additional Covenants or more restrictive Financial Covenants than those contained in this AgreementAdditional Defaults, thenunless prior written consent to such amendment shall have been obtained from the Majority Banks; provided, however, in each casethe event that any such amendment shall be entered into without the prior written consent of the Majority Banks, the terms of this Agreement or such other applicable Loan Documentshall, without any further action on the part of the Borrower, the Administrative Agent or any of the Lenders, will unconditionally be deemed on the Closing Date Majority Banks or the date of execution of any such amendment or other modificationAdministrative Agent, 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 more restrictive covenant(s) so included herein shall be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such amendment. The Borrower further covenants to promptly execute and deliver at its expense (including the reasonable fees and expenses of counsel for the Banks and the Administrative Agent) an amendment to this Agreement in form and content satisfactory to the Majority Banks evidencing the amendment of this Agreement to include such Additional Covenants 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 7.13.1, but shall merely be for the convenience of the parties hereto. 7.13.2. The Borrower will not enter into or amend any agreement governing or evidencing Indebtedness for borrowed money (other than the Prudential 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, (i) the Borrower offered such Additional Covenant or Additional Default under Section 7.3to the Banks and (ii) if the Majority Banks have accepted such Additional Covenant or Additional Default, subject the Borrower has executed and delivered at its expense (including the reasonable fees and expenses of counsel for the Banks and the Administrative Agent) an amendment to all applicable terms this Agreement to include such Additional Covenants and provisions of Additional Defaults in this Agreement, includingprovided that in no event shall the Borrower enter into or amend any agreement to restrict payments on the Obligations or restrict the ability of the Borrower to enter into amendments and modifications of this Agreement or the other Loan Documents without the prior written consent of the Majority Banks; provided, further, in the event that the Borrower or any Subsidiary shall enter into, assume or otherwise become bound by or obligated under any such agreement that includes Additional Covenants or Additional Defaults, without limitationexecuting and delivering such amendment to this Agreement, all grace periods, all limitations in application, scope or duration, and all rights and remedies exercisable by the Administrative Agent and the Lenders hereunder. For purposes terms of this Section 6.28Agreement shall, “Financial Covenant” means without any covenant (or other provision having similar effect) further action on the subject matter of which pertains to measurement part of the Borrower’s financial condition , the Majority Banks or financial performancethe Administrative Agent, including a measurement of the Borrower’s leverage, ability be deemed to cover expenses, earnings, net income, fixed charges, interest expense, net worth or other component of the Borrower’s consolidated financial position or results of operations (however expressed be amended automatically to include each Additional Covenant and whether stated as a ratio, a fixed threshold, as an event of default or otherwise)each Additional Default contained in such agreement.

Most Favored Lender Status. If In the Borrower suffers to exist any terms or conditions (other than any gross leverage test applicable under event that 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 Closing Date), or enters into any amendment or other modification, of any Specified Indebtedness Agreement that results in one or more additional or more restrictive Financial Covenants than those contained in this Agreement, 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, the Administrative Agent Company or any of the Lendersits Subsidiaries (including Financing Subsidiaries) shall, will unconditionally be deemed on the Closing Date directly or the date of execution of any such amendment or other modificationindirectly, 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 more restrictive covenant(s) so included herein shall be deemed to be a Default party to or enter into or otherwise consent to any agreement or instrument (or any amendment, supplement or modification thereto) under Section 7.3which, subject directly or indirectly, any Person or Persons undertakes to all applicable terms and provisions make or provide credit or loans to, or agree to purchase working capital assets of, the Company or any of this Agreementits Subsidiaries (including Financing Subsidiaries), including, without limitation, all grace periodsany instrument, all limitations document or indenture relating to any Indebtedness, which agreement (or amendment thereto) provides such Person with more restrictive borrowing base or related eligibility criteria against Contracts or senior leverage ratio covenant than are provided in applicationthis Agreement when calculated consistent with the definitions set forth in this Agreement, scope the Company shall provide the Agents and the Lenders with a copy of each such agreement (or durationamendment thereto) and such more restrictive borrowing base or eligibility criteria against Contracts or senior leverage ratio covenant shall automatically be deemed to be incorporated into this Agreement in a manner that is consistent with the definitions set forth in this Agreement, and all rights the Agents and remedies exercisable the Lenders shall have the benefits of such more restrictive borrowing base and eligibility criteria against Contracts and senior leverage ratio covenant as if specifically set forth herein and applied for the benefit of the holders of the Secured Obligations and the interest of the Agents and/or the Lenders in the Collateral (and no amendment, modification, or waiver of any such more restrictive borrowing base or eligibility criteria against Contracts or senior leverage ratio covenant incorporated herein by reference shall be effective against the Agents or the Lenders unless consented to by the Required Lenders). Upon the written request of the Administrative Agent or the Required Lenders, the BorrowerBorrowers shall promptly enter into an amendment to this Agreement to so include such more restrictive borrowing base and/or eligibility criteria against Contracts and/or senior leverage ratio covenant, provided that the Administrative Agent and the Lenders hereunder. For purposes shall maintain the benefit of this Section 6.28, “Financial Covenant” means any such more restrictive borrowing base and eligibility criteria against Contracts and senior leverage ratio covenant (even if the Administrative Agent or other provision having similar effect) Required Lenders fail to make such request or the subject matter of which pertains BorrowerBorrowers fails to measurement of the Borrower’s financial condition or financial performance, including a measurement of the Borrower’s leverage, ability to cover expenses, earnings, net income, fixed charges, interest expense, net worth or other component of the Borrower’s consolidated financial position or results of operations (however expressed and whether stated as a ratio, a fixed threshold, as an event of default or otherwise)provide such amendment.

Most Favored Lender Status. (a) If at any time after the Borrower suffers to exist any 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 Closing Date), or enters into any amendment or other modification, of any Specified Indebtedness Agreement that results in one or more additional or more restrictive Financial Covenants than those contained in this Agreement, then, in each case, the terms date of this Agreement any Credit Agreement contains a covenant (whether constituting a covenant or such other applicable Loan Document, without any further action event of default) by an Obligor (i) to maintain the Leverage Ratio (or a similar covenant or limitation on the part of the Borrower, the Administrative Agent or any of the Lenders, will unconditionally be deemed on the Closing Date or the date of execution of Indebtedness contained in any such amendment 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 other modificationa 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, as applicable, or (iii) to be automatically amended maintain the Fixed Charge Coverage Ratio (or a similar covenant contained in any such Credit Agreement) at a level more favorable to include each the lenders under such additional or more restrictive Financial Covenant or other term, condition or Credit Agreement than the level set forth in Section 10.9 (any such provision, together with all definitions relating and interpretive provisions from such Credit Agreement to the extent used in relation thereto, and any event of default a “Most Favorable Covenant”), then the Obligors shall provide a Most Favored Lender Notice in respect of any such additional or more restrictive covenant(s) so included herein Most Favorable Covenant. Such Most Favorable Covenant shall be deemed to be a Default under Section 7.3, subject to all applicable terms and provisions of automatically incorporated by reference into this Agreement, includingmutatis mutandis, without limitationas if set forth in full herein, all grace periodseffective 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, all limitations in applicationwhich case such covenant will be deemed incorporated effective as of the date of the Closing). Thereafter, scope upon the request of any holder of a Note, the Obligors shall enter into any additional agreement or durationamendment 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, if a Default or an Event of Default then exists and all rights 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 remedies exercisable (ii) shall be deemed automatically deleted from this Agreement at such time as such Most Favorable Covenant is deleted or otherwise removed from the applicable Credit Agreement or 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 -28- 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 such Credit Agreement for such amendment or deletion, the equivalent of such fee or other consideration shall be paid to the holders of the Notes upon the effectiveness of such amendment or deletion. Upon the occurrence of any event described in sub‑clause (i) of the preceding sentence, upon the request of the Obligors or any holder of Notes, the holders of Notes (if applicable) and the Obligors shall enter into any additional agreement or amendment to this Agreement reasonably requested by the Administrative Agent and Obligors or a holder of Notes, as the Lenders hereundercase may be, evidencing the amendment of any such Incorporated Covenants. For purposes Upon the occurrence of this Section 6.28, “Financial Covenant” means any covenant event described in sub‑clause (or other provision having similar effectii) the subject matter of which pertains to measurement of the Borrower’s financial condition or financial performancesecond preceding sentence, including a measurement upon the request of the Borrower’s leverageObligors, ability the holders of Notes shall enter into any additional agreement or amendment to cover expenses, earnings, net income, fixed charges, interest expense, net worth or other component this Agreement reasonably requested by the Obligors evidencing the deletion and termination of the Borrower’s consolidated financial position or results of operations (however expressed and whether stated as a ratio, a fixed threshold, as an event of default or otherwise)any such Incorporated Covenants.