Common use of Most Favored Lender Clause in Contracts

Most Favored Lender. (a) If a Specified Credit Facility shall include any financial covenant and (i) such financial covenant is not contained in this Agreement or (ii) such financial covenant would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then

Most Favored Lender. (a) If a Specified Credit Facility shall include the Company, or any financial covenant and of its Subsidiaries, enters into (i) such financial covenant is not contained any amendment, restatement, supplement, waiver or modification to the Bank Credit Agreement (or the documents related to any extension, refinancing, refunding or renewal thereof) or the 2003 Note Agreement that amends, restates, supplements or modifies any of the covenants, events of default or related definitions used in this the Bank Credit Agreement (or the documents related to any extension, refinancing, refunding or renewal thereof) or in the 2003 Note Agreement or (ii) any document related to any extension, refinancing, refunding or renewal thereof that includes covenants, events of default or related definitions, such financial covenant would be that , in any case, any of such covenants, events of default or related definitions are more beneficial restrictive than, or in addition to (the “More Restrictive Provisions”), the covenants, events of default or related definitions contained in this Agreement, then (a) the Company will give the holders of the Notes than any analogous restrictionprior written notice thereof, event of default, cure right or provision and related defined terms contained in (b) this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then shall be deemed to be automatically amended to add the Company shall provide a Most Favored Lender Notice to More Restrictive Provisions hereto and otherwise afford the holders of Notes. Thereuponthe Notes with the benefit thereof without any action by the Company or any holder of any Note, unless waived in writing by provided that the Required Holders within ten may elect in writing not to have any one or more More Restrictive Provisions added to this Agreement, and (10c) Business Days after receipt the Company shall, upon the request of such notice by the holders of the Notes (i) enter into an amendment to this Agreement, in form and substance satisfactory to the holders of the Notes, to evidence the addition of such Additional Covenant More Restrictive Provisions (including other than any associated cure or grace period and related defined termsMore Restrictive Provisions that the Required Holders elect in writing to exclude) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any for the benefit of holders of the foregoing. (b) Any Additional Covenant (including any associated cure rightNotes, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from agree to satisfy any conditions precedent to the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect effectiveness of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenamendment.

Most Favored Lender. (ai) If a Specified Credit Facility at any time after the Closing Date any of the Note Purchase Agreements shall include any financial covenant covenant, undertaking, restriction, event of default or other provision (or any thereof shall be amended or otherwise modified) that provides for limitations on or measures of indebtedness, interest expense, fixed charges, net worth, stockholders’ equity or total assets, changes in control of the Company or transfers of interests in assets of the Company or any Subsidiary (however expressed and (iwhether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such financial covenant covenant, undertaking, restriction, event of default or provision is not contained in this Agreement or (ii) such financial covenant would be more beneficial to the holders of Notes Lenders than any analogous covenant, undertaking, restriction, event of default, cure right default or provision and related defined terms contained in this Agreement (any such covenant, undertaking, restriction, event of default, cure right default or provision, an “Additional Covenant”), then the Company Borrowers shall provide a Most Favored Lender Notice to the holders of NotesAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within ten five (105) Business Days after of receipt of such notice by the holders of the Notesnotice, such Additional Covenant (including any associated cure or grace period and related defined termsperiod) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facilitythe applicable Note Purchase Agreement. Thereafter, upon the request of any holder of a Notethe Administrative Agent, the Company Borrowers shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder the Administrative Agent evidencing any of the foregoing. (b) Any Notwithstanding anything contained in this Section 7.1.11 [Most Favored Lender] to the contrary, in no event shall any amendment to the covenant levels set forth in any covenant contained in any of the Note Purchase Agreements as of the Closing Date be deemed to constitute an Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to for purposes of this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then7.1.11 [Most Favored Lender].

Most Favored Lender. (a) If a Specified at any time the Bank Credit Agreement, or the NYL Note Facility or the 2006 Note Purchase Agreement shall include any financial covenant covenant, undertaking, restriction, event of default or other provision (or any thereof shall be amended or otherwise modified) that provides for limitations on or measures of indebtedness, interest expense, fixed charges, net worth, stockholders’ equity or total assets, changes in control of the Company or transfers of interests in assets of the Company or any Subsidiary (however expressed and (iwhether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such financial covenant covenant, undertaking, restriction, event of default or provision is not contained in this Agreement or (ii) such financial covenant would be more beneficial to the holders of Notes than any analogous covenant, undertaking, restriction, event of default, cure right default or provision and related defined terms contained in this Agreement (any such covenant, undertaking, restriction, event of default, cure right default or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten five (105) Business Days after of receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined termsperiod) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified the Bank Credit FacilityAgreement, or the NYL Note Facility or 2006 Note Purchase Agreement, as applicable. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (bNotwithstanding anything contained in this Section 10.9(a) Any to the contrary, in no event shall any amendment to the covenant levels set forth in any covenant contained in the Bank Credit Agreement, the NYL Note Facility or the 2006 Note Purchase Agreement as of the Restatement Effective Date be deemed to constitute an Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to for purposes of this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant10.9(a), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then.

Most Favored Lender. If at any time after the date hereof the Credit Agreement is amended or otherwise modified, or any agreement related to the Credit Agreement is entered into or is amended or otherwise modified, and as a result of any of the foregoing any Financial Covenant for the Bank Facility is modified (a) If whether in a Specified Credit Facility shall include any financial covenant and (i) such financial covenant is not contained in this Agreement or (ii) such financial covenant would manner to be more beneficial or less beneficial to the holders of Notes than lenders under the Credit Agreement) or eliminated, or any analogous restrictionFinancial Covenant is added for the Bank Facility (in each such case, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an a “Additional Modified Bank Financial Covenant”), then (i) the Company corresponding Financial Covenant in this Agreement shall provide a Most Favored Lender Notice to be deemed automatically modified in such manner or eliminated, as the holders of Notes. Thereuponcase may be, unless waived in writing by or such additional Financial Covenant for the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) Bank Facility shall be deemed automatically incorporated by reference into this Agreementreference, in each case mutatis mutandis, as if such modified or additional Financial Covenant were set forth fully herein or such eliminated Financial Covenant were deleted herefrom, as applicable, and (ii) the Company shall promptly, and in any event within five (5) Business Days after entering into any such Modified Bank Financial Covenant, so removed, without any further action required on advise the part holders of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit FacilityNotes in writing. Thereafter, upon the request of any holder of a Notethe Required Holders, the Company shall enter into any additional agreement or an amendment to this Agreement reasonably requested by with the Required Holders evidencing the incorporation of such holder evidencing Modified Bank Financial 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 effectiveness of the foregoing. (b) Any Additional deemed modification or elimination, as the case may be, of the applicable Financial Covenant (including any associated cure rightin this Agreement, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated the incorporation by reference into this Agreement pursuant to this Section 9.11 (herein referred to of the applicable additional Financial Covenant, in each case as an “Incorporated Covenant”) described in clause (i) of the immediately preceding sentence. Notwithstanding anything to the contrary in the immediately preceding paragraph of this Section 9.10: (a) no such modification of a Financial Covenant hereunder that would be less beneficial to the holders of the Notes, and no such elimination hereunder of a Financial Covenant, shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that effective if any a Default or Event of Default then exists has occurred and is continuing immediately prior to the time such Modified Bank Financial Covenant becomes effective; (including b) no modification or series of modifications effected pursuant to the provisions of this Section 9.10 shall be effective to (w) increase the maximum permitted ratio of Total Indebtedness to Total Asset Value as set forth in respect Section 10.9(a) of this Agreement to a level greater than 0.60 to 1.00 (assuming such Incorporated Covenantcovenant were calculated on a basis consistent with the manner in which it is calculated on the date hereof pursuant to this Agreement) or eliminate such covenant set forth in Section 10.9(a) from this Agreement, (x) increase the maximum permitted ratio of Secured Debt to Total Asset Value as set forth in Section 10.9(b) of this Agreement to a level greater than 0.40 to 1.00 (assuming such covenant were calculated on a basis consistent with the manner in which it is calculated on the date hereof pursuant to this Agreement) or eliminate such covenant set forth in Section 10.9(b) from this Agreement, (y) (i) increase the maximum permitted ratio of Unsecured Debt of the Company and its Subsidiaries to Unencumbered Asset Pool Value as set forth in Section 10.9(c) of this Agreement to a level greater than 0.6667 to 1.00 (assuming such covenant were calculated on a basis consistent with the amendment manner in which it is calculated on the date hereof pursuant to this Agreement), or (ii) modify the definition of “Capitalization Rate” such Additional Covenant that the capitalization rate for ALFs would result be lower than 7.00%, the capitalization rate for continuum of care facilities would be lower than 7.50% or any capitalization rate set forth in such Additional Covenant definition on the date hereof as 10% would be lower than 8.50%, or (iii) eliminate such covenant set forth in Section 10.9(c) from this Agreement unless (1) such covenant is replaced with a covenant prohibiting the ratio of Total Asset Value (but computed solely for unencumbered assets of the Company and its Subsidiaries) to Unsecured Debt, or a formulation for such replacement covenant which is substantially similar thereto, from being less restrictive on than 1.50 to 1.00 as of the last day of each Fiscal Quarter of the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists (2) a customary priority debt covenant satisfactory to the Required Holders is added to Section 10.9 and (ii3) Section 10.1 is modified in a manner consistent with such newly added priority debt covenant and reasonably satisfactory to the Required Holders, provided that if such covenant set forth in Section 10.9(c) is eliminated as provided in this clause (y)(iii), then the immediately preceding clauses (y)(i) and (y)(ii) will not be applicable or (z) decrease the minimum required ratio of EBITDA for any Rolling Period to Fixed Charges for such Rolling Period as set forth in Section 10.9(d) of this Agreement to a level less than 1.50 to 1.00 (assuming such covenant were calculated on a basis consistent with the manner in which it is calculated on the date hereof pursuant to this Agreement) or eliminate such covenant set forth in Section 10.9(d) from this Agreement; and (c) in the event the Bank Facility is terminated, all Financial Covenants hereunder shall be deemed automatically deleted from this Agreement at unaffected and shall remain in effect in the same manner as they existed immediately prior to such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thentermination.

Most Favored Lender. On the Seventh Amendment Effective Date, each negative and affirmative covenant (together with any defined terms and schedules related thereto) imposed under, or in connection with, the Bank Loan Agreement is hereby incorporated into this Agreement and shall apply as if fully set forth herein. If, after the Seventh Amendment Effective Date, any holder of Bank Obligations or other holder of Debt of the Company or any Subsidiary (a) If a Specified Credit Facility shall include imposes any financial additional negative or affirmative covenant and or event of default (iincluding by amendment of an existing negative or affirmative covenant or event of default, by waiver or consent or otherwise) that is more restrictive on the Company or any Subsidiary (or more favorable to such financial covenant is not holder of Bank Obligations or other holder of Debt) than the covenants or events of default contained in this Agreement Agreement, (b) increases the amount of any fees, interest and/or other economic consideration to any holder of Bank Obligations or other holder of Debt, or (iic) such financial covenant would be more beneficial adds additional fees, interest and/or other economic consideration to any holder of Bank Obligations or other holder of Debt, then the Company shall promptly notify holders of the Notes than and (irrespective of such notification) this Agreement shall be deemed to be amended automatically to incorporate such additional, more restrictive or more favorable covenant, event of default or other provision (together with any analogous restrictiondefined terms and schedules related thereto) as of such date. Notwithstanding the foregoing, (y) the subsequent amendment, modification, release or termination of any such covenant, event of default or other provision in such other document or agreement shall not operate to amend, modify, release or terminate such covenant, event of default, cure right additional fees, interest or other economic consideration or other provision and related defined terms contained in as incorporated into this Agreement (any such restriction, event pursuant hereto without the consent of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten and (10z) Business Days after receipt of such notice no provision shall be incorporated by reference herein to the extent that it would be more favorable to the Company, or less favorable to the holders of the Notes, such Additional Covenant (including than any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part provision of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by that would be operative absent such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenantincorporation.”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then

Most Favored Lender. (a) If a Specified If, at any time after the Second Amendment Effective Date, any Material Credit Facility shall include be entered into or amended so that it includes any financial covenant and covenant, any event of default (iwhether set forth as a covenant, undertaking, event of default, restriction, prepayment event or other such provision) such financial covenant is or prepayment right not contained in this Agreement set forth herein or (ii) such financial covenant that would be more beneficial to the holders of the Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restrictioncovenant, prepayment right or event of default, cure right or provision, an “Additional CovenantProvision”), then 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 ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant Provision (including and any associated cure or grace period and related defined termsdefinitions) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandismutandis (including any grace period, if applicable, with respect thereto), as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant Provision became effective under such Specified Material Credit Facility, provided that it shall cease to be effective if, within fifteen (15) days of receipt of such Most Favored Lender Notice by the holders of the Notes, the incorporation of such Additional Provision is waived in writing by the Required Holders. Thereafter, Thereafter upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. As used herein, “Most Favored Lender Notice” means, in respect of any Additional Provision, a written notice to each of the holders of the Notes delivered promptly, and in any event within five (b5) Any Business Days after the inclusion of such Additional Covenant Provision in any Material Credit Facility (including by way of amendment or other modification of any existing provision thereof), by a Senior Financial Officer of the Company referring to the provisions of this Section 9.12 and setting forth a description of such Additional Provision (including any associated cure rightdefined terms used therein) and related explanatory calculations, cure period as applicable. For the avoidance of doubt, upon the incorporation of an Additional Provision herein, an amendment to the relevant Material Credit Facility making such provision, as set forth therein, less beneficial to the creditors under such Material Credit Facility (or grace period and the deletion of such provision from such Material Credit Facility) shall not affect such Additional Provision as incorporated in this Agreement, which may only be amended in accordance with Section 17 hereof. For greater certainty, any associated defined term and all qualificationscovenant, limitations and exceptions thereto) incorporated into this Agreement pursuant to event of default or prepayment right in effect under any Material Credit Facility on or before the Second Amendment Effective Date shall not trigger the requirements under this Section 9.11 9.12 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect it being understood that any subsequent waivers, supplements, modifications or amendments made to amendment thereto after such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of date would trigger such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenantrequirements), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then.

Most Favored Lender. (a) If a Specified Credit Facility shall include If, at any time from the Second Amendment Effective Date until the MFL Period End, any of the financial covenant and (i) such financial covenant is not covenants contained in this Agreement Section 6.4 of the Amended Credit Agreement, as in effect on the Second Amendment Effective Date (collectively, the “Financial Covenants”) are amended, restated or otherwise modified after the Second Amendment Effective Date, and such Financial Covenants, as so amended, restated or otherwise modified (iithe “Amended Financial Covenants”) such financial covenant would be more beneficial to the holders of the Notes than any the analogous restriction, event of default, cure right or provision and related defined terms covenants contained in Section 10.4 (as amended, restated or otherwise modified pursuant to this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”Section 9.12), then a Financial Officer shall promptly (but in any event no later than 10 Business Days from the Company shall occurrence of the applicable amendment, restatement or other modification thereof) provide a Most Favored Lender Notice written notice thereof to the holders of Notes, which notice shall refer specifically to this Section 9.12 and shall describe in reasonable detail such Amended Financial Covenants and the relevant ratios and levels contained therein. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the NotesHolders, such Additional Covenant (including any associated cure or grace period and related defined terms) Amended Financial Covenants shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Amended Financial Covenant became effective under such Specified Amended Credit FacilityAgreement. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by Any such holder evidencing any of the foregoing. (b) Any Additional Amended Financial Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred 9.12 shall automatically without any action required to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect taken by the Company or any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including holder of any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at Note until such time as no Default or Event Notes are outstanding (i) be subject to any subsequent waiver of Default then exists the correlative covenant to such Amended Financial Covenant under the applicable Amended Credit Agreement for the same time period as waived thereunder and (ii) be deemed amended, restated or otherwise modified in this Agreement pursuant to Section 17 hereof to the same effect as the correlative covenant to such Amended Financial Covenant shall be deemed automatically deleted amended, restated or otherwise modified under the applicable Amended Credit Agreement (and in any such case under clauses (i) or (ii) above, a Financial Officer shall promptly (but in any event no later than 10 Business Days from the occurrence thereof) provide written notice thereof to the holders of Notes, which notice shall refer specifically to this Section 9.12 and shall describe in reasonable detail the relevant waiver, amendment, restatement or modification of such Amended Financial Covenant, it being understood that the failure to deliver any such notice shall not affect any such waiver, amendment, restatement or modification of such Amended Financial Covenant); provided that in no event shall the financial covenants contained in Section 10.4 of this Agreement at such time as such Additional Covenant is deleted be automatically amended, restated or otherwise removed from the Specified Credit Facility, including modified pursuant to this clause (a) if the Specified Credit Facility effect thereof is terminated to make such financial covenants looser or otherwise no longer less restrictive than the financial covenants in effect; provided that, if a Default or an Event Section 10.4 in effect on the Second Amendment Effective Date without the consent of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenthe Required Holders.

Most Favored Lender. (a) If a Specified If, at any time after the Second Amendment Effective Date, any Material Credit Facility shall include be entered into or amended so that it includes any financial covenant and covenant, any event of default (iwhether set forth as a covenant, undertaking, event of default, restriction, prepayment event or other such provision) such financial covenant is or prepayment right not contained in this Agreement set forth herein or (ii) such financial covenant that would be more beneficial to the holders of the Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restrictioncovenant, prepayment right or event of default, cure right or provision, an “Additional CovenantProvision”), then 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 ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant Provision (including and any associated cure or grace period and related defined termsdefinitions) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandismutandis (including any grace period, if applicable, with respect thereto), as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant Provision became effective under such Specified Material Credit Facility, provided that it shall cease to be effective if, within fifteen (15) days of receipt of such Most Favored Lender Notice by the holders of the Notes, the incorporation of such Additional Provision is waived in writing by the Required Holders. Thereafter, Thereafter upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. As used herein, “Most Favored Lender Notice” means, in respect of any Additional Provision, a written notice to each of the holders of the Notes delivered promptly, and in any event within five (b5) Any Business Days after the inclusion of such Additional Covenant Provision in any Material Credit Facility (including by way of amendment or other modification of any existing provision thereof), by a Senior Financial Officer of the \Pengrowth Energy Corporation Note Purchase Agreement\ Company referring to the provisions of this Section 9.12 and setting forth a description of such Additional Provision (including any associated cure rightdefined terms used therein) and related explanatory calculations, cure period as applicable. For the avoidance of doubt, upon the incorporation of an Additional Provision herein, an amendment to the relevant Material Credit Facility making such provision, as set forth therein, less beneficial to the creditors under such Material Credit Facility (or grace period and the deletion of such provision from such Material Credit Facility) shall not affect such Additional Provision as incorporated in this Agreement, which may only be amended in accordance with Section 17 hereof. For greater certainty, any associated defined term and all qualificationscovenant, limitations and exceptions thereto) incorporated into this Agreement pursuant to event of default or prepayment right in effect under any Material Credit Facility on or before the Second Amendment Effective Date shall not trigger the requirements under this Section 9.11 9.12 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect it being understood that any subsequent waivers, supplements, modifications or amendments made to amendment thereto after such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of date would trigger such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenantrequirements), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then.

Most Favored Lender. (a) If a Specified Credit Facility shall include any financial covenant MFL Financial Covenant or MFL Cure Right Provision and (i) such financial covenant MFL Financial Covenant is not contained in this Agreement or (ii) such financial covenant MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes; provided that, for the avoidance of doubt and without limiting the foregoing, the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.7 (and have the same related definitions) would be more beneficial to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, or in the case of the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.7 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed Trinity Capital Inc. Master Note Purchase Agreement from this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then.

Most Favored Lender. (a) If a Specified at any time (including as in effect on the date of this Agreement) any Material Credit Facility shall include any financial covenant and Financial Covenant, any event of default (iwhether set forth as a undertaking, event of default, prepayment event or other such provision) such financial covenant is or prepayment right not contained in this Agreement set forth herein or (ii) such financial covenant that would be more beneficial to the holders of the Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restrictionFinancial Covenant, event of default, cure right default or provisionprepayment right, an “"Additional Covenant”Provision"), then the Company shall provide (i) with respect to any Additional Provision in effect on the date of Closing, the information required to be provided with respect to such Additional Provisions in the Officer's Certificate required to be delivered to the Purchasers pursuant to Section 4.3(a) and (ii) with respect to any Additional Provision in effect after the date of Closing, a Most Favored Lender Notice to the holders of the Notes. Thereupon, unless waived in writing by the Required Holders within ten thirty (1030) Business Days after days of receipt of such notice Most Favored Lender Notice by the holders of the Notes, such Additional Covenant Provision (including and any associated cure or grace period and related defined termsdefinitions) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandismutandis (including any grace period, if applicable, with respect thereto), as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant Provision became effective under such Specified Material Credit Facility. Thereafter, Thereafter upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. As used herein, "Most Favored Lender Notice" means, in respect of any Additional Provision, a written notice, which may be by e-mail, to each of the holders of the Notes delivered promptly, and in any event within ten (10) Business Days after the inclusion of such Additional Provision in any Material Credit Facility (including by way of amendment or other modification of any existing provision thereof), by a Senior Financial Officer of the Company referring to the provisions of this Section 9.7 and setting forth a description of such Additional Provision (including any defined terms used therein) and related explanatory calculations, as applicable. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time So long as no Default or Event of Default then exists has occurred and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thencontinuing DBI/ 84912103.8 27

Most Favored Lender. If, at any time after the Effective Date, the Bank Facility or any other agreement related to the Bank Facility is amended, supplemented, revised or modified in any way to include: (a) If any one or more new covenants or events of default that are not provided for in the Financing Agreements taking into account the different relevant circumstance between the Bank Facility and the Financing Agreements, or (b) any one or more new covenants or events of default that are more restrictive, taken as a Specified Credit Facility shall include any financial covenant and (i) such financial covenant is not contained whole, than the same or similar covenants or events of default provided in this Agreement or the other Financing Agreements taking into account the different relevant circumstances between the Bank Facility and the Financing Agreements, then: (iii) such financial covenant would be more beneficial to the holders of Notes than Obsidian Parties shall promptly, and in any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days days after receipt entering into any such additional or more restrictive covenants or events of such notice by default so advise the holders of the Notes, Notes in writing and (ii) such Additional Covenant (including any associated cure additional or grace period and related defined terms) more restrictive covenants or events of default shall be deemed automatically incorporated by reference into in this Agreement, mutatis mutandis, Agreement as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facilitymutatis mutandis. Thereafter, upon the request of any holder of a Notethe Required Holders, the Required Holders and the Company shall enter into any additional agreement or an amendment to this Agreement reasonably requested evidencing the incorporation of such additional or more restrictive covenants or events of default, 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 such holder evidencing any reference described in clause (ii) of the immediately preceding sentence. Notwithstanding the foregoing, provisions of the Bank Facility (or any document in respect thereof) that impose a limit on the amount of Indebtedness that may be incurred under this Agreement, shall not be subject to the requirements of the first paragraph of this Section 9.20. If, prior to a Consensual Transaction, there is any increase in the margin applicable to any one or more loans outstanding under the Bank Facility above the margin in effect on the Effective Date or any fee or other compensation is paid or payable to the Lenders in connection with (x) an extension of the Revolving Period (as defined in the Bank Facility as in effect on the Effective Date) or (y) deferring a redetermination of the Borrowing Base (as defined in the Bank Facility as in effect on the Effective Date) or refraining from exercising a right to redetermine the Borrowing Base, then (a) in the case of an increase in such margin, the interest rate on the Notes shall increase by the same number of Basis Points as such margin has increased for the same period that such increase in the margin shall exist, and (b) Any Additional Covenant in the case of any fee or other compensation, the equivalent of such fee or other compensation shall be given to the holders of Notes promptly, and in any event not more than five (including any associated cure right5) Business Days after such consideration is given to the Lenders; provided, cure period or grace period and any associated defined term and all qualificationshowever, limitations and exceptions thereto) incorporated into this that fees payable to the Lenders under the Seventh Amending Agreement pursuant to the Bank Facility shall not be subject to the requirements of this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then9.20.

Most Favored Lender. (ai) If a Specified at any time after the Closing Date the 2010 Note Purchase Agreement, the Existing PNC Credit Facility Agreement or any other agreement evidencing any Material Indebtedness shall include any financial covenant covenant, undertaking, restriction, event of default or other provision (or any thereof shall be amended or otherwise modified) that provides for limitations on or measures of indebtedness, interest expense, fixed charges, net worth, stockholders’ equity or total assets, changes in control of the Company or transfers of interests in assets of the Company or any Subsidiary (however expressed and (iwhether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such financial covenant covenant, undertaking, restriction, event of default or provision is not contained in this Agreement or (ii) such financial covenant would be more beneficial to the holders of Notes Lenders than any analogous covenant, undertaking, restriction, event of default, cure right default or provision and related defined terms contained in this Agreement (any such covenant, undertaking, restriction, event of default, cure right default or provision, an “Additional Covenant”), then the Company Borrower shall provide a Most Favored Lender Notice to the holders of NotesAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within ten five (105) Business Days after of receipt of such notice by the holders of the Notesnotice, such Additional Covenant (including any associated cure or grace period and related defined termsperiod) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under the 2010 Note Purchase Agreement, the Existing PNC Credit Agreement or such Specified Credit Facilityother agreement evidencing any Material Indebtedness, as applicable. Thereafter, upon the request of any holder of a Notethe Administrative Agent, the Company Borrower shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder the Administrative Agent evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then.

Most Favored Lender. (a) If a Specified Credit Facility shall include the Company, or any financial covenant and of its Subsidiaries, enters into (i) such financial covenant is not contained any amendment, restatement, supplement, waiver or modification to the Bank Credit Agreement (or the documents related to any extension, refinancing, refunding or renewal thereof) or the 2005 Note Agreement that amends, restates, supplements or modifies any of the covenants, events of default or related definitions used in this the Bank Credit Agreement (or the documents related to any extension, refinancing, refunding or renewal thereof) or in the 2005 Note Agreement or (ii) any document related to any extension, refinancing, refunding or renewal thereof that includes covenants, events of default or related definitions, such financial covenant would be that , in any case, any of such covenants, events of default or related definitions are more beneficial restrictive than, or in addition to (the “More Restrictive Provisions”), the covenants, events of default or related definitions contained in this Agreement, then (a) the Company will give the holders of the Notes than any analogous restrictionprior written notice thereof, event of default, cure right or provision and related defined terms contained in (b) this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then shall be deemed to be automatically amended to add the Company shall provide a Most Favored Lender Notice to More Restrictive Provisions hereto and otherwise afford the holders of Notes. Thereuponthe Notes with the benefit thereof without any action by the Company or any holder of any Note, unless waived in writing by provided that the Required Holders within ten may elect in writing not to have any one or more More Restrictive Provisions added to this Agreement, and (10c) Business Days after receipt the Company shall, upon the request of such notice by the holders of the Notes (i) enter into an amendment to this Agreement, in form and substance satisfactory to the holders of the Notes, to evidence the addition of such Additional Covenant More Restrictive Provisions (including other than any associated cure or grace period and related defined termsMore Restrictive Provisions that the Required Holders elect in writing to exclude) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any for the benefit of holders of the foregoing. (b) Any Additional Covenant (including any associated cure rightNotes, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from agree to satisfy any conditions precedent to the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect effectiveness of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenamendment.”

Most Favored Lender. The Borrower will not (a) If a Specified Credit Facility shall include enter into or, with respect to Indebtedness in excess of the dollar equivalent of $1,000,000, remain party to any financial covenant and indenture, agreement or other instrument under which it has incurred or is otherwise liable for Indebtedness, or (b) agree to any amendment, waiver, consent, modification, refunding, refinancing or replacement of any indenture, agreement or other instrument, in either case, with terms the effect of which is to (i) such financial covenant is include a Material Term which imposes a restriction, limitation or obligation in favor of another lender not contained imposed upon the Borrower in favor of the Administrative Agent and the Lenders by this Agreement or the other Loan Documents, or (ii) revise or alter any Material Term set forth in any indenture, agreement or instrument the effect of which is to impose a restriction, limitation or obligation in favor of another lender not imposed upon the Borrower in favor of the Administrative Agent and the Lenders by this Agreement or any other Loan Document, unless the Borrower concurrently (x) notifies the Administrative Agent thereof and (y) incorporates into this Agreement such financial covenant would be more beneficial additional, altered or revised Material Term. If the Administrative Agent at the time so elects by notice to the holders Borrower and the Lenders, the incorporation of Notes than each such additional Material Term shall be deemed to occur automatically without any analogous restrictionfurther action or the execution of any additional document by any of the parties to this Agreement. If the Administrative Agent does not elect to effect such an automatic incorporation of a Material Term, the Administrative Agent shall promptly tender to the Borrower for its execution an amendment (executed by the Administrative Agent on behalf of itself and the Lenders) incorporating such additional Material Term into this Agreement and shall promptly deliver a copy of such amendment to the Lenders. The Borrower, the Administrative Agent, and the Lenders agree that all Material Terms now or from time to time hereafter set forth in the agreements, documents, and instruments evidencing the Wachovia Lease Program Indebtedness that impose restrictions, limitations or obligations upon the Borrower that are not imposed by this Agreement or the other Loan Documents are hereby automatically incorporated herein and that no notice with respect thereto need be delivered by the Borrower on the Closing Date; provided, however, that no default, event of default, cure right representation, warranty, agreement, restriction, limitation or provision obligation with respect to or otherwise relating to collateral securing the repayment of the Wachovia Lease Program Indebtedness that is set forth in the agreements, documents and related defined terms contained instruments evidencing such Wachovia Lease Program Indebtedness is incorporated by reference in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenother Loan Documents.

Most Favored Lender. If at any time the Revolving Credit Agreement or any other Loan Document (a) If a Specified as defined in the Revolving Credit Facility shall include Agreement), or the documentation for any financial covenant and replacement revolving credit facility, includes (i) such financial covenant is covenants or events of default in favor of a Lender (as defined in the Revolving Credit Agreement), or lender under any replacement revolving credit facility, that are not contained provided for in this Agreement or the other Loan Documents, (ii) such financial covenant would be covenants or events of default in favor of a Lender (as defined in the Revolving Credit Agreement), or lender under any replacement revolving credit facility, that are more beneficial to restrictive than the holders same or similar covenants or events of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained default provided for in this Agreement or the other Loan Documents or (iii) covenants or events of default in favor of a Lender (as defined in the Revolving Credit Agreement), or lender under any replacement revolving credit facility, that are more favorable to the Borrower than the same or similar covenants or events of default provided for in this Agreement or the other Loan Documents, but, in the case of this clause (iii), only to the extent that AgWest (x) is a lender or voting participant under the Revolving Credit Agreement (or replacement revolving credit facility) at such restrictiontime, event and (y) in the case of defaultan amendment, cure right has approved such amendment in its capacity as a lender or provision, an voting participant under the Revolving Credit Agreement (or replacement revolving credit facility) (the “Additional CovenantMost Favored Covenants”), then the Company (a) such additional, more restrictive or more favorable covenants or events of default shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period immediately and related defined terms) shall automatically be deemed automatically incorporated by reference into in this Agreement, mutatis mutandis, Agreement as if set forth fully herein herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement except pursuant to the provisions of Section 10.01, and (b) the Borrowers shall promptly, and in any event within five (5) days after entering into any such Most Favored Covenant, so removed, without any further action required on advise the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit FacilityAdministrative Agent in writing. Thereafter, upon the request of any holder of a Notethe Required Lenders, the Company Borrowers and Guarantors shall enter into any additional agreement or an amendment to this Agreement reasonably requested with the Administrative Agent and the Required Lenders evidencing the incorporation of such incremental or more restrictive or more favorable covenant or event of default, 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 such holder evidencing any reference described in clause (a) of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenimmediately preceding sentence.

Most Favored Lender. If at any time (aa)(i) If the Company enters into any credit agreement, loan agreement, note purchase agreement or other like agreement under which the Company may incur Designated Debt in excess of $50,000,000, including the Note Purchase Agreements and the Senior Notes (a Specified Credit Facility shall include any financial covenant “Principal Lending Agreement”), and (iii) any such financial Principal Lending Agreement at any time includes a covenant that expressly limits either: (x) the sale, lease or disposition of assets by the Company and/or any Subsidiary during any period of 12 consecutive months to less than 15% of the book value of consolidated tangible assets of the Company and its Subsidiaries, or (y) the incurrence of Designated Debt by any Foreign Subsidiary, in either case that is not contained in this Agreement, or if such covenant that is contained in the Principal Lending Agreement or (ii) is more favorable to such financial creditors of the Company than a similar covenant would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement Agreement, or (b) the Company issues an additional series of Senior Notes pursuant to any such restriction, event of default, cure right or provision, Supplement (as defined in the applicable Note Purchase Agreement) that has an “Additional Covenant”additional covenant” (within the meaning of Section 2.2(iii) of the applicable Note Purchase Agreement), then the Company shall provide a Most Favored Lender Notice give written notice thereof to the holders Administrative Agent not later than 10 days following the date of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt execution of such notice by Principal Lending Agreement or amendment thereof or Supplement, as the holders case may be (each a “Subject Agreement”); provided that any such additional covenant shall not impair, diminish or otherwise adversely modify any existing covenants contained herein. Effective on the date of the Notesexecution of a Subject Agreement, such Additional Covenant covenant (including any associated cure or grace period covenants) and related defined termsdefinitions that are contained in such Subject Agreement (collectively, the “Incorporated Covenants”) shall be deemed automatically to have been incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event event of Default then exists (including default in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, any such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall to be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists hereunder, subject to all applicable terms and provisions of this Agreement, including the right of the Required Banks to waive or not waive any breach thereof (including independent of any right of any other creditor of the Company in respect of any such Incorporated CovenantCovenants). Without limiting the foregoing, any amendment, elimination or termination of any Incorporated Covenant in accordance with the terms of the applicable Subject Agreement (including as a result of the termination of such Subject Agreement) shall constitute an immediate amendment, elimination or termination, as the case may be, of such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenhereunder.

Most Favored Lender. If at any time (aa)(i) If the Company enters into any credit agreement, loan agreement, note purchase agreement or other like agreement under which the Company may incur Designated Debt in excess of $50,000,000100,000,000, including the Note Purchase Agreements and the Senior Notes (a Specified Credit Facility shall include any financial covenant “Principal Lending Agreement”), and (iii) any such financial Principal Lending Agreement at any time includes a covenant that expressly limits either: (x) the sale, lease or disposition of assets by the Company and/or any Subsidiary during any period of 12 consecutive months to less than 15% of the book value of consolidated tangible assets of the Company and its Subsidiaries, or (y) the incurrence of Designated Debt by any Foreign Subsidiary, in either case that is not contained in this Agreement, or if such covenant that is contained in the Principal Lending Agreement or (ii) is more favorable to such financial creditors of the Company than a similar covenant would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement Agreement, or (b) the Company issues an additional series of Senior Notes pursuant to any such restrictionSupplement (as defined in the applicable Note Purchase Agreement) or amends any existing series of Senior Notes, event of defaultin each case, cure right or provision, that has an “Additional Covenant”additional covenant” (within the meaning of Section 2.2(iii) of the applicable Note Purchase Agreement), then or (c) any Principal Lending Agreement in respect of the PMC Acquisition Debt or PMC Spinco Debt includes any negative covenant or other restriction on the making of investments and/or payments in respect of the Company’s Equity Interests and/or any representations and warranties and/or covenants with respect to securing the obligations of the PMC Acquisition Debt or PMC Spinco Debt, then, in each case, the Company shall provide a Most Favored Lender Notice give written notice thereof to the holders Administrative Agent not later than 10 days following the date of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt execution of such notice by Principal Lending Agreement or amendment thereof or Supplement, as the holders case may be (each a “Subject Agreement”); provided that any such additional covenant or provision shall not impair, diminish or otherwise adversely modify any existing covenants or provisions contained herein. Effective on the date of the Notesexecution of a Subject Agreement, such Additional Covenant covenant( (including any associated cure or grace period covenantss) or provision(s) and related defined termsdefinitions that are contained in such Subject Agreement (collectively, the “Incorporated Covenants”) shall be deemed automatically to have been incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event event of Default then exists (including default in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, any such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall to be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists hereunder, subject to all applicable terms and provisions of this Agreement, including the right of the Required Lenders to waive or not waive any breach thereof (including independent of any right of any other creditor of the Company in respect of any such Incorporated CovenantCovenants). Without limiting the foregoing, any amendment, elimination or termination of any Incorporated Covenant in accordance with the terms of the applicable Subject Agreement (including as a result of the termination of such Subject Agreement) shall constitute an immediate amendment, elimination or termination, as the case may be, of such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenhereunder.

Most Favored Lender. (a) If a Specified Credit Facility shall include any financial covenant MFL Financial Covenant or MFL Cure Right Provision and (i) such financial covenant MFL Financial Covenant is not contained in this Agreement or (ii) such financial covenant MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes; provided that, for the avoidance of doubt and without limiting the foregoing, the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial maintenance covenants that are the same as the financial maintenance covenants set forth in Section 10.6 (and have the same related definitions) would be more beneficial to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined termsperiod) shall be deemed automatically incorporated by reference into this Agreement, or in the case of the absence of an BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT MFL Cure Right Provision in a Specified Credit Facility that has financial maintenance covenants that are the same as the financial maintenance covenants set forth in Section 10.6 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then.

Most Favored Lender. (a) If a Specified In the event the Company shall enter into, assume or otherwise be obligated under any Principal Credit Facility shall include any financial covenant and (i) such financial covenant is containing one or more Financial Covenants that are either not contained set forth in this Agreement or (ii) such financial covenant would be are more beneficial to the holders of Notes lenders under such Principal Credit Facility than any analogous restriction, event of default, cure right or provision and related defined terms contained the Financial Covenants set forth in this Agreement (including any such restrictionnecessary definitions, event of default, cure right or provision, an a “Additional More Favorable Covenant”), then this Agreement, without any further action on the part of the Company shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by or the holders of the Notes, shall be deemed to be automatically amended to include each such Additional More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any associated cure or grace period defined terms used therein) and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandisexplanatory calculations, as if set forth fully herein or so removedapplicable. However, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Principal Credit Facility is terminated subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant)exists, such Incorporated More Favorable Covenant so incorporated shall only be deemed automatically deleted from this Agreement at such time as no time, if it should occur, when such Default or Event of Default thenno longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under such Principal 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 Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.8.

Most Favored Lender. (a) If a Specified at any time after the date of the Closing the Company is party to any Bank Credit Facility Agreement that shall include contain any financial covenant that relates specifically to one or more numerical measures of the financial condition or results of operations of the Company or the Company and its Subsidiaries on a consolidated basis (ihowever expressed and whether stated as a ratio, as a fixed threshold, as an event of default, or otherwise) (or any thereof shall be amended, restated or otherwise modified) and such financial covenant is not contained in this Agreement or (ii) such financial covenant would be more beneficial to the holders of the Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in covenant previously incorporated into this Agreement pursuant to this Section 9.7 (any such restrictionfinancial covenant, event of default, cure right or provision, an a “Additional Financial Covenant”), then a Senior Financial Officer shall promptly (but in any event within ten Business Days from the Company shall occurrence thereof) provide a Most Favored Lender Notice written notice thereof to the holders of Notes, which notice shall refer specifically to this Section 9.7 and shall describe in reasonable detail the Financial Covenant and the relevant ratios or thresholds contained therein. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the NotesHolders, such Additional Financial Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Financial Covenant became effective under such Specified Bank Credit FacilityAgreement. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Financial Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred 9.7 shall automatically without any action required to as an “Incorporated Covenant”) be taken by the Company or any holder of any Note (i) shall be deemed automatically amended herein subject to reflect any subsequent waivers, supplements, modifications or amendments made waiver of the correlative covenant to such Additional Financial Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified applicable Bank Credit Facility that contains Agreement for the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Companysame time period as waived thereunder, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) be deemed amended, restated or otherwise modified in this Agreement to the same effect as the correlative covenant to such Financial Covenant shall be amended, restated or otherwise modified under the applicable Bank Credit Agreement and (iii) be deemed automatically deleted from this Agreement at such time as the correlative covenant to such Additional Financial Covenant is shall be deleted or otherwise removed from the Specified applicable Bank Credit Facility, including if the Specified Credit Facility is terminated Agreement or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as the applicable Bank Credit Agreement shall be terminated and, in the case of any such termination, no Default amounts of principal or Event interest shall be outstanding thereunder (and in any such case under clauses (i), (ii) or (iii) above, a Senior Financial Officer shall promptly (but in any event within five Business Days from the occurrence thereof) provide written notice thereof to the holders of Default thenNotes, which notice shall refer specifically to this Section 9.7 and shall describe in reasonable detail the relevant waiver, amendment, restatement, modification or deletion of such Financial Covenant, it being understood that the failure to deliver any such notice shall not affect any such waiver, amendment, restatement, modification or deletion of such Financial Covenant).

Most Favored Lender. (a) If a Specified Credit Facility at any time after the Closing Date any of the Note Purchase Agreements shall include any financial covenant covenant, undertaking, restriction, event of default or other provision (or any thereof shall be amended or otherwise modified) that provides for limitations on or measures of indebtedness, interest expense, fixed charges, net worth, stockholders’ equity or total assets, changes in control of the Borrower or transfers of interests in assets of the Borrower or any Subsidiary (however expressed and (iwhether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such financial covenant covenant, undertaking, restriction, event of default or provision is not contained in this Agreement or (ii) such financial covenant would be more beneficial to the holders of Notes Lenders than any analogous covenant, undertaking, restriction, event of default, cure right default or provision and related defined terms contained in this Agreement (any such covenant, undertaking, restriction, event of default, cure right default or provision, an “"Additional Covenant”"), then the Company Borrower shall provide a Most Favored Lender Notice to the holders of NotesAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within ten five (105) Business Days after of receipt of such notice by the holders of the Notesnotice, such Additional Covenant (including any associated cure or grace period and related defined termsperiod) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facilitythe applicable Note Purchase Agreement. Thereafter, upon the request of any holder of a Notethe Administrative Agent, the Company Borrower shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder the Administrative Agent evidencing any of the foregoing. (b) Notwithstanding anything contained in this Section 7.1.11 [Most Favored Lender] to the contrary, in no event shall any amendment to the covenant levels set forth in any covenant contained in any of the Note Purchase Agreements as of the Closing Date be deemed to constitute an Additional Covenant for purposes of this Section 7.1.11 [Most Favored Lender]. Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions theretoperiod) incorporated into this Agreement pursuant to this Section 9.11 7.1.11 [Most Favored Lender] (herein referred to as an “"Incorporated Covenant”") (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions theretoperiod) under the Specified Credit Facility that contains the relevant Additional Covenantapplicable Note Purchase Agreement; provided that if any Potential Default or an Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the CompanyBorrower, such Incorporated Covenant shall only be deemed automatically amended at such time as no Potential Default or Event of Default then exists exists) and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facilityapplicable Note Purchase Agreement or the applicable Note Purchase Agreement shall have been terminated, including if the Specified Credit Facility is terminated or otherwise no longer all commitments thereunder cancelled and all liabilities existing thereunder paid in effectfull (other than unasserted contingent liabilities and obligations); provided that, if a Potential Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Potential Default or Event of Default thenthen exists. Upon the request of the Borrower, the Administrative Agent and the Lenders shall (at the Borrower’s sole cost and expense) enter into any additional agreement or amendment to this Agreement requested by the Borrower evidencing the amendment or deletion of any such Incorporated Covenant in accordance with the terms hereof. If any Person party to any of the Note Purchase Agreements receives any remuneration, fee or other compensation as consideration for any amendment, waiver, modification, deletion or termination of any Additional Covenant that constitutes an Incorporated Covenant hereunder, such amendment, waiver, modification, deletion or termination shall not become effective under this Agreement unless the Administrative Agent and the Lenders shall have received equivalent remuneration, fees or other compensation. For the avoidance of doubt, all of the existing financial covenants in Section 7.2.14 [Minimum Fixed Charges Coverage Covenant] and Section 7.2.16 [Maximum Leverage Ratio] as of the date of this Agreement shall remain in this Agreement regardless of whether any Additional Covenants are incorporated into this Agreement.

Most Favored Lender. (a) The Company shall deliver a true and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If a Specified Credit Facility shall include as of, or at any financial covenant and time after, the date of this Agreement, the Bank Amendment (i) such financial covenant contains, or amends or modifies the Bank Credit Agreement to add, any Financial Covenant or any other Relevant Provision that is not contained in the Bank Credit Agreement as of the date of this Agreement (but, in the case of any Relevant Provision other than a Financial Covenant, only to the extent it would be customary to include such Relevant Provision in a market note purchase agreement entered into by a company (that is substantially similar to the Company) in connection with an institutional private placement financing transaction providing for the issuance and sale of debt securities that is entered into subsequent to the date of the primary bank credit agreement of such company that contains such Relevant Provision), or (ii) amends or modifies any Financial Covenant or other Relevant Provision in the Bank Credit Agreement, an analogous Financial Covenant or other Relevant Provision of which is also contained in this Agreement, in a manner which would result in such financial covenant would be Financial Covenant or Relevant Provision in the Bank Credit Agreement being more beneficial to the holders Bank Lenders in any material respect (or, in the case of Notes any Financial Covenant or Event of Default, in any respect) than any the analogous restriction, event of default, cure right or provision and related defined terms contained Relevant Provision set forth in this Agreement is to the holders of the Notes (any such restrictionFinancial Covenant or other Relevant Provision described in clause (i) or (ii), event of default, cure right or provision, an a “Additional CovenantMore Favorable Provision”), then the Parent or the Company shall provide a Most Favored Lender Notice to in respect of such More Favorable Provision, together with the holders of NotesBank Amendment. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days 15 days after each holder’s receipt of such notice by the holders of the Notesnotice, such Additional Covenant (including any associated cure or grace period and related defined terms) More Favorable Provision shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Personin full herein, effective as of the date when such Additional Covenant became More Favorable Provision shall have become effective under such Specified Credit Facilitythe Bank Amendment. Thereafter, upon the request of any holder of a Note, the Parent and the Company shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including Notwithstanding anything to the contrary in the foregoing, in the event that the Company reasonably determines in good faith that the Bank Amendment does not contain or otherwise provide for any associated cure rightMore Favorable Provision, cure period then it shall not be required to provide a Most Favored Lender Notice in connection with its delivery of the Bank Amendment to the holders of the Notes; provided, however, that the Required Holders may, within 90 days following their receipt of the Bank Amendment, provide a written notice to the Parent or grace period the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and any associated defined term and all qualificationsthat such More Favorable Provision shall constitute an Incorporated Provision, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) whereupon such More Favorable Provision shall be deemed automatically amended herein to reflect any subsequent waiversincorporated into, supplementsand constitute an Incorporated Provision under, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from in accordance with the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event terms of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenSection 9.12.

Most Favored Lender. (a) If a Specified at any time the Multi-Year Revolving Credit Facility shall include Agreement includes any financial covenant and (i) such financial covenant which is not contained in this Agreement, or any existing covenant in the Multi-Year Revolving Credit Agreement or (ii) such financial covenant would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms which is also contained in this Agreement is amended or modified in any manner, or a consent or waiver has been given in respect thereof, then and in such event the Borrower shall, in the event the Lender is not party to the Multi-Year Revolving Credit Agreement, give written notice thereof to the Lender not later than ten days following the date of execution of such Multi-Year Revolving Credit Agreement or amendment thereof, as the case may be. Effective on the date of execution of such Multi-Year Revolving Credit Agreement or amendment, other modification, waiver or consent thereof (to which Bank of America has consented to such amendment, modification, waiver or consent), as the case may be, such covenants and related definitions and other provisions (collectively, the “Incorporated Covenants”) shall then and 57526638_5 thereupon (mutatis mutandis) be deemed to have been incorporated herein; and any breach or event of default in respect of any such restrictionIncorporated Covenant shall, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice subject to the holders foregoing, be deemed to be an Event of Notes. ThereuponDefault hereunder subject to all applicable terms and provisions of this Agreement, unless waived in writing by including, without limitation, the Required Holders within ten (10) Business Days after receipt of such notice by the holders right of the NotesLender to waive or not waive any breach thereof (independent of any right of any other creditor of the Borrower or such Subsidiary in respect of any such Incorporated Covenants). Without limiting the foregoing, any amendment, elimination or termination of, or waiver or consent with respect to, any such Additional Incorporated Covenant (including any associated cure as a result of the termination or grace period repayment in full of the Multi-Year Revolving Credit Agreement) in accordance with the terms of the Multi-Year Revolving Credit Agreement to which Bank of America has consented to shall then and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, thereupon (mutatis mutandis) constitute an amendment, elimination or termination, as if set forth fully herein the case may be, of, or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement waiver or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in consent with respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Companyto, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event hereunder. [The remainder of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenpage intentionally left blank.]

Most Favored Lender. (a) If a Specified Credit Facility shall include the Company or any financial covenant and Subsidiary Guarantor (i) such financial covenant is not contained in as of the date of this Agreement a party to a credit facility, loan agreement or other like financial instrument under which the Company or any Subsidiary Guarantor may incur Unsecured Indebtedness in excess of $50,000,000 (an “Existing Credit Facility”), or (ii) after the date of this Agreement enters into any amendment or other modification of any Existing Credit Facility (an “Amended Credit Facility”) or (iii) enters into any new credit facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement after the date of this Agreement under which the Company or any Subsidiary Guarantor may incur Unsecured Debt in excess of $50,000,000 (in any such financial covenant case, a “New Credit Facility” and together with any Existing Credit Facility and Amended Credit Facility, each an “Other Facility”), which Other Facility contains a Relevant Covenant that would be more beneficial to the holders of Notes than the Relevant Covenant set forth in this Agreement or any analogous restriction, event of default, cure right or provision and related defined terms contained new Relevant Covenant not currently set forth in this Agreement (any such restriction, event of default, cure right or provision, an a “Additional More Favorable Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders in respect of Notessuch More Favorable Covenant. Thereupon, unless waived in writing by the Required Holders within ten (10) 10 Business Days after each holder’s receipt of such notice by the holders of the Notesnotice, such Additional More Favorable Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Personin full herein, effective as of the date when such Additional More Favorable Covenant became shall have become effective under such Specified Credit Other Facility and any event of default in respect of any such Relevant Covenant so included herein shall be deemed to be an Event of Default under Section 11(c) (after giving effect to any grace or cure provisions under such Other Facility), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder. Thereafter, upon the request of any holder of a Note, the Company shall (at its sole cost and expense) enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then.

Most Favored Lender. (a) If a Specified at any time after the date of the Closing the Company is party to any Bank Credit Facility Agreement that shall include contain any financial covenant that relates specifically to one or more numerical measures of the financial condition or results of operations of the Company or the Company and its Subsidiaries on a consolidated basis (ihowever expressed and whether stated as a ratio, as a fixed threshold, as an event of default, or otherwise) (or any thereof shall be amended, restated or otherwise modified) and such financial covenant is not contained in this Agreement or (ii) such financial covenant would be more beneficial to the holders of the Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained covenant in this Agreement, in each case whether existing on the date hereof or incorporated into this Agreement pursuant to this Section 9.7 (any such restrictionfinancial covenant, event of default, cure right or provision, an a “Additional Financial Covenant”), then a Senior Financial Officer shall promptly (but in any event within ten Business Days from the Company shall occurrence thereof) provide a Most Favored Lender Notice written notice thereof to the holders of Notes, which notice shall refer specifically to this Section 9.7 and shall describe in reasonable detail the Financial Covenant and the relevant ratios or thresholds contained therein. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the NotesHolders, such Additional Financial Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Financial Covenant became effective under such Specified Bank Credit FacilityAgreement. ThereafterProvided that no Event of Default is in existence at such time, upon any Financial Covenant existing on the request date hereof (including, for the avoidance of any holder of a Notedoubt, the Company shall enter into any additional agreement Interest Coverage Ratio set forth herein) or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred 9.7 shall automatically without any action required to as an “Incorporated Covenant”) be taken by the Company or any holder of any Note (i) shall be deemed automatically amended herein subject to reflect any subsequent waivers, supplements, modifications or amendments made waiver of the correlative covenant to such Additional Financial Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified applicable Bank Credit Facility that contains Agreement for the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Companysame time period as waived thereunder, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) be deemed amended, restated or otherwise modified in this Agreement to the same effect as the correlative covenant to such Financial Covenant shall be amended, restated or otherwise modified under the applicable Bank Credit Agreement and (iii) be deemed automatically deleted from this Agreement at such time as the correlative covenant to such Additional Financial Covenant is shall be deleted or otherwise removed from the Specified applicable Bank Credit Facility, including if the Specified Credit Facility is terminated Agreement or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as the applicable Bank Credit Agreement shall be terminated and, in the case of any such termination, no Default amounts of principal or interest shall be outstanding thereunder (and in any such case under clauses (i), (ii) or (iii) above, a Senior Financial Officer shall promptly (but in any event within five Business Days from the occurrence thereof) provide written notice thereof to the holders of Notes, which notice shall refer specifically to this Section 9.7, shall include a statement that no Event of Default thenis then in existence and shall describe in reasonable detail the relevant waiver, amendment, restatement, modification or deletion of such Financial Covenant, it being understood that the failure to deliver any such notice shall not affect any such waiver, amendment, restatement, modification or deletion of such Financial Covenant). Notwithstanding the foregoing, the Interest Coverage Ratio may only be deleted, amended, waived or otherwise modified in this Agreement pursuant to the foregoing clauses (i), (ii) or (iii) above, subject to the proviso in Section 10.6(b).

Most Favored Lender. (a) If a Specified Credit Facility shall include any financial covenant MFL Financial Covenant or MFL Cure Right Provision and (i) such financial covenant MFL Financial Covenant is not contained in this Agreement or (ii) such financial covenant MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes; provided that, for the avoidance of doubt and without limiting the foregoing, the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.8 (and have the same related definitions) would be more beneficial to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined termsperiod) shall be deemed automatically incorporated by reference into this Agreement, or in the case of the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.8 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenBLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT

Most Favored Lender. (a) If a Specified Credit Facility shall include the Company, or any financial covenant and of its Subsidiaries, enters into (i) such financial covenant is not contained any amendment, restatement, supplement, waiver or modification to the Bank Credit Agreement (or the documents related to any extension, refinancing, refunding or renewal thereof) or the 2003 Note Agreement that amends, restates, supplements or modifies any of the covenants, events of default or related definitions used in this the Bank Credit Agreement (or the documents related to any extension, refinancing, refunding or renewal thereof) or in the 2003 Note Agreement or (ii) any document related to any extension, refinancing, refunding or renewal thereof that includes covenants, events of default or related definitions, such financial covenant would be that , in any case, any of such covenants, events of default or related definitions are more beneficial restrictive than, or in addition to (the “More Restrictive Provisions”), the covenants, events of default or related definitions contained in this Agreement, then (a) the Company will give the holders of the Notes than any analogous restrictionprior written notice thereof, event of default, cure right or provision and related defined terms contained in (b) this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then shall be deemed to be automatically amended to add the Company shall provide a Most Favored Lender Notice to More Restrictive Provisions hereto and otherwise afford the holders of Notes. Thereuponthe Notes with the benefit thereof without any action by the Company or any holder of any Note, unless waived in writing by provided that the Required Holders within ten may elect in writing not to have any one or more More Restrictive Provisions added to this Agreement, and (10c) Business Days after receipt the Company shall, upon the request of such notice by the holders of the Notes (i) enter into an amendment to this Agreement, in form and substance satisfactory to the holders of the Notes, to evidence the addition of such Additional Covenant More Restrictive Provisions (including other than any associated cure or grace period and related defined termsMore Restrictive Provisions that the Required Holders elect in writing to exclude) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any for the benefit of holders of the foregoing. (b) Any Additional Covenant (including any associated cure rightNotes, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from agree to satisfy any conditions precedent to the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect effectiveness of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenamendment.”

Most Favored Lender. The Company covenants that if, on any date, it or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under any agreement evidencing, securing, guaranteeing or otherwise relating to any Indebtedness (aother than the Indebtedness evidenced by the Shelf Notes) If in a Specified Credit Facility shall include principal amount in excess of $10,000,000 or with or for the benefit of Persons with commitments to provide loans or other financial accommodations in the amount in excess of $10,000,000, or obligations in respect of one or more Swap Agreements having a notional amount in excess of $10,000,000, of any financial covenant one or more of the Company and (i) its Subsidiaries, that contains, or amends any such financial covenant is not contained in agreement to contain, one or more Additional Covenants or Additional Defaults, then on such date the terms of this Agreement or (ii) such financial covenant would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removedshall, without any further action required on the part of the Company or any Person, effective as of the date when such holders of the Shelf Notes, be deemed to be amended automatically to include each Additional Covenant became effective under and each Additional Default contained in such Specified Credit Facility. Thereafteragreement, provided that, upon the request of any holder of a Notesubsequent rescission, the Company shall enter into any additional agreement amendment or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment other modification of such Additional Covenant would result in such or Additional Covenant being less restrictive on Default and the CompanyCompany providing notice thereof to Prudential and each holder of a Shelf Note, such Incorporated Covenant the same shall only be deemed automatically rescinded, amended at such time as or otherwise modified hereunder if (i) no Default or Event of Default then exists and exists, (ii) shall be deemed automatically deleted from this Agreement at such time as rescission, amendment or modification of such Additional Covenant or Additional Default shall not make this Agreement any less restrictive with respect to the Company and the Guarantors 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 and (iii) if any fee or other compensation is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including paid to any person in respect of such Incorporated Covenant)rescission, amendment or modification of such Incorporated Additional Covenant or Additional Default, the Company shall only be deemed automatically deleted from pay each holder of a Shelf Note such fee or compensation on a ratable basis relative to the then outstanding aggregate principal amounts of the Shelf Notes. 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 Shelf Notes) an amendment to this Agreement at in form and substance satisfactory to the Required Holder(s) evidencing (i) the amendment of this Agreement to include such time Additional Covenants and Additional Defaults or (ii) the rescission, amendment or modification of such Additional Covenants and Additional Defaults, as no Default or Event applicable, provided that the execution and delivery of Default thensuch amendment shall not be a precondition to the effectiveness of such amendment as provided for in this paragraph 6L, but shall merely be for the convenience of the parties hereto.

Most Favored Lender. (a) If a Specified Credit Facility shall include any financial covenant MFL Financial Covenant or MFL Cure Right Provision and (i) such financial covenant MFL Financial Covenant is not contained in this Agreement or (ii) such financial covenant MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provisionprovision and related defined terms, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes; provided that, for the avoidance of doubt and without limiting the foregoing, the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial maintenance covenants that are the same as the financial maintenance covenants set forth in Section 10.7 (and have the same related definitions) would be more beneficial to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, or in the case of the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial maintenance covenants that are the same as the financial maintenance covenants set forth in Section 10.7 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Gxxxx Capital Private Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenFund Note Purchase Agreement

Most Favored Lender. If at any time (aa)(i) If the Company enters into any credit agreement, loan agreement, note purchase agreement or other like agreement under which the Company may incur Designated Debt in excess of $50,000,000, including the Note Purchase Agreement and the Senior Notes (a Specified Credit Facility shall include any financial covenant “Principal Lending Agreement”) and (iii) any such financial Principal Lending Agreement at any time includes a covenant that expressly limits either: (x) the sale, lease or disposition of assets by the Company and/or any Subsidiary during any period of 12 consecutive months to less than 15% of the book value of consolidated tangible assets of the Company and its Subsidiaries, or (y) the incurrence of Designated Debt by any Foreign Subsidiary, in either case that is not contained in this Agreement, or if such covenant that is contained in the Principal Lending Agreement or (ii) is more favorable to such financial creditors of the Company than a similar covenant would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement Agreement, or (b) the Company issues an additional series of Senior Notes pursuant to any such restriction, event of default, cure right or provision, Supplement (as defined in the Note Purchase Agreement) that has an “Additional Covenant”additional covenant” (within the meaning of Section 2.2(iii) of the Note Purchase Agreement), then the Company shall provide a Most Favored Lender Notice give written notice thereof to the holders Administrative Agent not later than 10 days following the date of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt execution of such notice by Principal Lending Agreement or amendment thereof or Supplement, as the holders case may be (each a “Subject Agreement”). Effective on the date of the Notesexecution of a Subject Agreement, such Additional Covenant covenant (including any associated cure or grace period covenants) and related defined termsdefinitions that are contained in such Subject Agreement (collectively, the “Incorporated Covenants”) shall be deemed automatically to have been incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event event of Default then exists (including default in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, any such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall to be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists hereunder, subject to all applicable terms and provisions of this Agreement, including the right of the Required Banks to waive or not waive any breach thereof (including independent of any right of any other creditor of the Company in respect of any such Incorporated CovenantCovenants). Without limiting the foregoing, any amendment, elimination or termination of any Incorporated Covenant in accordance with the terms of the applicable Subject Agreement (including as a result of the termination of such Subject Agreement) shall constitute an immediate amendment, elimination or termination, as the case may be, of such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenhereunder.

Most Favored Lender. (a) If a Specified at any time the Multi-Year Revolving Credit Facility shall include Agreement includes any financial covenant and (i) such financial covenant which is not contained in this Agreement, or any existing covenant in the Multi-Year Revolving Credit Agreement or (ii) such financial covenant would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms which is also contained in this Agreement is amended or 46969638_8 modified in any manner, or a consent or waiver has been given in respect thereof, then and in such event the Borrower shall, in the event the Lender is not party to the Multi-Year Revolving Credit Agreement, give written notice thereof to the Lender not later than ten days following the date of execution of such Multi-Year Revolving Credit Agreement or amendment thereof, as the case may be. Effective on the date of execution of such Multi-Year Revolving Credit Agreement or amendment, other modification, waiver or consent thereof (to which Bank of America has consented to such amendment, modification, waiver or consent), as the case may be, such covenants and related definitions and other provisions (collectively, the “Incorporated Covenants”) shall then and thereupon (mutatis mutandis) be deemed to have been incorporated herein; and any breach or event of default in respect of any such restrictionIncorporated Covenant shall, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice subject to the holders foregoing, be deemed to be an Event of Notes. ThereuponDefault hereunder subject to all applicable terms and provisions of this Agreement, unless waived in writing by including, without limitation, the Required Holders within ten (10) Business Days after receipt of such notice by the holders right of the NotesLender to waive or not waive any breach thereof (independent of any right of any other creditor of the Borrower or such Subsidiary in respect of any such Incorporated Covenants). Without limiting the foregoing, any amendment, elimination or termination of, or waiver or consent with respect to, any such Additional Incorporated Covenant (including any associated cure as a result of the termination or grace period repayment in full of the Multi-Year Revolving Credit Agreement) in accordance with the terms of the Multi-Year Revolving Credit Agreement to which Bank of America has consented to shall then and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, thereupon (mutatis mutandis) constitute an amendment, elimination or termination, as if set forth fully herein the case may be, of, or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement waiver or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in consent with respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Companyto, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event hereunder. [The remainder of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenpage intentionally left blank.] 46969638_8

Most Favored Lender. (a) If a Specified at any time after the date of the Closing the Company is party to any Bank Credit Facility Agreement that shall include contain any financial covenant that relates specifically to one or more numerical measures of the financial condition or results of operations of the Company or the Company and its Subsidiaries on a consolidated basis (ihowever expressed and whether stated as a ratio, as a fixed threshold, as an event of default, or otherwise) (or any thereof shall be amended, restated or otherwise modified) and such financial covenant is not contained in this Agreement or (ii) such financial covenant would be more beneficial to the holders of the Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained covenant in this Agreement, in each case whether existing on the date hereof or incorporated into this Agreement pursuant to this Section 9.7 (any such restrictionfinancial covenant, event of default, cure right or provision, an a “Additional Financial Covenant”), then a Senior Financial Officer shall promptly (but in any event within ten Business Days from the Company shall occurrence thereof) provide a Most Favored Lender Notice written notice thereof to the holders of Notes, which notice shall refer specifically to this Section 9.7 and shall describe in reasonable detail the Financial Covenant and the relevant ratios or thresholds contained therein. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the NotesHolders, such Additional Financial Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Financial Covenant became effective under such Specified Bank Credit FacilityAgreement. ThereafterProvided that no Event of Default is in existence at such time, upon any Financial Covenant existing on the request date hereof (including, for the avoidance of any holder of a Notedoubt, the Company shall enter into any additional agreement Interest Coverage Ratio set forth herein) or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred 9.7 shall automatically without any action required to as an “Incorporated Covenant”) be taken by the Company or any holder of any Note (i) shall be deemed automatically amended herein subject to reflect any subsequent waivers, supplements, modifications or amendments made waiver of the correlative covenant to such Additional Financial Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified applicable Bank Credit Facility that contains Agreement for the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Companysame time period as waived thereunder, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) be deemed amended, restated or otherwise modified in this Agreement to the same effect as the correlative covenant to such Financial Covenant shall be amended, restated or otherwise modified under the applicable Bank Credit Agreement and (iii) be deemed automatically deleted from this Agreement at such time as the correlative covenant to such Additional Financial Covenant is shall be deleted or otherwise removed from the Specified applicable Bank Credit Facility, including if the Specified Credit Facility is terminated Agreement or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as the applicable Bank Credit Agreement shall be terminated and, in the case of any such termination, no Default amounts of principal or interest shall be outstanding thereunder (and in any such case under clauses (i), (ii) or (iii) above, a Senior Financial Officer shall promptly (but in any event within five Business Days from the occurrence thereof) provide written notice thereof to the holders of Notes, which notice shall refer specifically to this Section 9.7, shall include a statement that no Event of Default thenis then in existence and shall describe in reasonable detail the relevant waiver, amendment, restatement, modification or deletion of such Financial Covenant, it being understood that the failure to deliver any such notice shall not affect any such waiver, amendment, restatement, modification or deletion of such Financial Covenant). Notwithstanding the foregoing, the Interest Coverage Ratio may only be deleted, amended, waived or otherwise modified in this Agreement pursuant to the foregoing clauses (i), (ii) or (iii) above, subject to the proviso in Section 10.7(b).

Most Favored Lender. (a) If a Specified Credit Facility shall include any financial covenant MFL Financial Covenant or MFL Cure Right Provision and (i) such financial covenant MFL Financial Covenant is not contained in this Agreement or (ii) such financial covenant MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, and related defined terms, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes; provided that, for the avoidance of doubt and without limiting the foregoing, the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.7 (and have the same related definitions) would be more beneficial to the holders of Notes. Thereupon, unless AG Twin Brook Capital Income Fund Master Note Purchase Agreement waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, or in the case of the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.7 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then.

Most Favored Lender. (a) If a Specified Credit Facility shall include any financial covenant MFL Financial Covenant or MFL Cure Right Provision and (i) such financial covenant MFL Financial Covenant is not contained in this Agreement or (ii) such financial covenant MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes; provided that, for the avoidance of doubt and without limiting the foregoing, the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.8 (and have the same related definitions) would be more beneficial to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, or in the case of the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.8 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. . (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term terms and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would BlackRock Private Credit Fund Master Note Purchase Agreement result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenthen exists; provided further, however, that in the case of both clauses (i) and (ii) above, if any fee or other consideration shall be given to the lenders under such Specified Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration (determined in the case of a fee as an equivalent proportion of outstanding commitments or principal amount, as applicable) shall be given, pro rata, to the holders of the Notes. Upon the request of the Company, the holders of Notes shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement requested by the Company evidencing the waiver, supplement, modification or amendment or deletion of any such Incorporated Covenant in accordance with the terms hereof. For the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement (or incorporated into this Agreement by an amendment or modification to this Agreement other than pursuant to this Section 9.11) shall be deemed to be amended or deleted in any manner to be less restrictive on the Company by virtue of the provisions of this Section 9.11.

Most Favored Lender. (a) If a Specified Credit Facility shall include any financial covenant MFL Financial Covenant or MFL Cure Right Provision and (i) such financial covenant MFL Financial Covenant is not contained in this Agreement or (ii) such financial covenant MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes; provided that, for the avoidance of doubt and without limiting the foregoing, the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.7 (and have the same related definitions) would be more beneficial to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, or in the case of the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.7 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then.

Most Favored Lender. (a) If a Specified Credit Facility shall include any financial covenant MFL Financial Covenant or MFL Cure Right Provision and (i) such financial covenant MFL Financial Covenant is not contained in this Agreement or (ii) such financial covenant MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes; provided that, for the avoidance of doubt and without limiting the foregoing, the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.6 (and have the same related definitions) would be more beneficial to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined termsperiod) shall be deemed automatically incorporated by reference into this Agreement, or in the case of the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.6 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then.

Most Favored Lender. The Loan Parties covenants that if, on any date, any Loan Party or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under the Senior Notes (a2010) If a Specified Credit Facility shall include or any financial covenant and (i) such financial covenant is not contained in this Agreement related agreements that contain, or (ii) such financial covenant would be more beneficial amends the agreement with respect to the holders of Senior Notes than (2010) to contain or amend, one or more additional affirmative covenants or additional negative covenants, or the definition related thereto, or any analogous restriction, event additional or amended events of default, cure right or provision and related defined then on such date the terms contained in of this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removedshall, without any further action required on the part of any Personthe Loan Parties, effective as the Administrative Agent or the Lenders, be deemed to be amended automatically to include each additional covenant and each event of default contained in such agreement, and the date when Loan Parties shall provide prompt written notice thereof to the Administrative Agent and the Lenders of such Additional Covenant became effective under such Specified Credit Facilityevent. ThereafterThe Loan Parties further covenant, upon the written request of any holder the Required Lenders, to promptly execute and deliver at the Borrower’s expense (including the reasonable fees and expenses of a Note, counsel for the Company shall enter into any additional agreement or Administrative Agent) an amendment to this Agreement reasonably requested by in form and substance satisfactory to the Required Lenders evidencing the amendment of this Agreement to include such holder evidencing any additional covenants and additional events of default, 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 8.2.18 [Most Favored Lender], but shall merely be for the convenience of the foregoing. parties hereto; provided that, upon the subsequent elimination of such additional covenant or additional event of default under the Senior Notes (b) Any Additional Covenant (including any associated cure right2010), cure period or grace period as the case may be, and any associated defined term the Borrower providing notice thereof to the Administrative Agent and all qualificationsthe Lenders, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) the same shall be deemed eliminated hereunder if (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any no Potential Default or Event of Default then exists exists, (including ii) such elimination of such additional covenant or additional event of default shall not make this Agreement any less restrictive with respect to the Loan Parties 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 event of default and (iii) if any fee or other compensation is paid to any person in respect of such Incorporated Covenantelimination of such additional covenant or additional event of default, the Borrower shall pay each Lender such fee or compensation on a ratable basis relative to the then outstanding aggregate principal amounts of the Notes. The Loan Parties further covenant to promptly execute and deliver at their expense (including the reasonable fees and expenses of counsel for the Administrative Agent) an amendment to this Agreement in form and substance satisfactory to the Required Lenders evidencing (x) the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at to include such time as such Additional Covenant is deleted additional covenants and additional events of default, or otherwise removed from (y) the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect elimination of such Incorporated Covenant)additional covenants and additional events of default, as applicable, provided that the execution and delivery of such Incorporated Covenant amendment shall only not be deemed automatically deleted from a precondition to the effectiveness of such amendment as provided for in this Agreement at such time as no Default or Event Section 8.2.18 [Most Favored Lender], but shall merely be for the convenience of Default thenthe parties hereto.

Most Favored Lender. If at any time (aa)(i) If the Company enters into any credit agreement, loan agreement, note purchase agreement or other like agreement under which the Company may incur Designated Debt in excess of $50,000,000, including the Note Purchase Agreements and the Senior Notes (a Specified Credit Facility shall include any financial covenant “Principal Lending Agreement”), and (iii) any such financial Principal Lending Agreement at any time includes a covenant that expressly limits either: (x) the sale, lease or disposition of assets by the Company and/or any Subsidiary during any period of 12 consecutive months to less than 15% of the book value of consolidated tangible assets of the Company and its Subsidiaries, or (y) the incurrence of Designated Debt by any Foreign Subsidiary, in either case that is not contained in this Agreement, or if such covenant that is contained in the Principal Lending Agreement or (ii) is more favorable to such financial creditors of the Company than a similar covenant would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement Agreement, or (b) the Company issues an additional series of Senior Notes pursuant to any such restriction, event of default, cure right or provision, Supplement (as defined in the applicable Note Purchase Agreement) that has an “Additional Covenant”additional covenant” (within the meaning of Section 2.2(iii) of the applicable Note Purchase Agreement), then the Company shall provide a Most Favored Lender Notice give written notice thereof to the holders Administrative Agent not later than 10 days following the date of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt execution of such notice by Principal Lending Agreement or amendment thereof or Supplement, as the holders case may be (each a “Subject Agreement”); provided that any such additional covenant shall not impair, diminish or otherwise adversely modify any existing covenants contained herein. Effective on the date of the Notesexecution of a Subject Agreement, such Additional Covenant covenant (including any associated cure or grace period covenants) and related defined termsdefinitions that are contained in such Subject Agreement (collectively, the “Incorporated Covenants”) shall be deemed automatically to have been incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event event of Default then exists (including default in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, any such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall to be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists hereunder, subject to all applicable terms and provisions of this Agreement, including the right of the Required Banks to waive or not waive any breach thereof (including independent of any right of any other creditor of the Company in respect of any such Incorporated CovenantCovenants). Without limiting the foregoing, any amendment, elimination or termination of any Incorporated Covenant in accordance with the terms of the applicable Subject Agreement (including as a result of the termination of such Subject Agreement) shall constitute an immediate amendment, elimination or termination, as the case may be, of such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenhereunder

Most Favored Lender. If at any time (aa)(i) If Parent enters into any credit agreement, loan agreement, note purchase agreement or other like agreement under which Parent may incur Designated Debt in excess of $100,000,000, including the Note Purchase Agreements and the Senior Notes (a Specified Credit Facility shall include any financial covenant “Principal Lending Agreement”), and (iii) any such financial Principal Lending Agreement at any time includes a covenant that expressly limits either: (x) the sale, lease or disposition of assets by Parent and/or any Subsidiary during any period of 12 consecutive months to less than 15% of the book value of consolidated tangible assets of Parent and its Subsidiaries, or (y) the incurrence of Designated Debt by any Foreign Subsidiary, in either case that is not contained in this Agreement, or if such covenant that is contained in the Principal Lending Agreement or (ii) is more favorable to such financial creditors of Parent than a similar covenant would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement, (b) Parent issues an additional series of Senior Notes pursuant to any Supplement (as defined in the applicable Note Purchase Agreement) or amends any existing series of Senior Notes, in each case, that has an “additional covenant” (within the meaning of Section 2.2(iii) of the applicable Note Purchase Agreement), or (c) any Principal Lending Agreement in respect of the Parent Acquisition Debt or the Debt under the Parent Existing Credit Agreement includes any negative covenant or other restriction on the making of investments and/or payments in respect of the Parent’s Equity Interests and/or any representations and warranties and/or covenants with respect to securing the obligations of the Parent Acquisition Debt or Debt under the Parent Existing Credit Agreement, then, in each case, Parent shall give written notice thereof to the Administrative Agent not later than 10 days following the date of execution of such Principal Lending Agreement or amendment thereof or Supplement, as the case may be (each a “Subject Agreement”); provided that any such additional covenant or provision shall not impair, diminish or otherwise adversely modify any existing covenants or provisions contained herein. Effective on the date of execution of a Subject Agreement, such covenant(s) or provision(s) and related definitions that are contained in such Subject Agreement (any such restrictioncollectively, event of default, cure right or provision, an the “Additional CovenantIncorporated Covenants”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically to have been incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event event of Default then exists (including default in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, any such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall to be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists hereunder, subject to all applicable terms and provisions of this Agreement, including the right of the Required Lenders to waive or not waive any breach thereof (including independent of any right of any other creditor of Parent in respect of any such Incorporated CovenantCovenants). Without limiting the foregoing, any amendment, elimination or termination of any Incorporated Covenant in accordance with the terms of the applicable Subject Agreement (including as a result of the termination of such Subject Agreement) shall constitute an immediate amendment, elimination or termination, as the case may be, of such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenhereunder.

Most Favored Lender. (a) If a Specified at any time the Bank Credit Agreement, the NYL Note Facility or the 2006 Note Purchase Agreement shall include any financial covenant covenant, undertaking, restriction, event of default or other provision (or any thereof shall be amended or otherwise modified) that provides for limitations on or measures of indebtedness, interest expense, fixed charges, net worth, stockholders’ equity or total assets, changes in control of the Company or transfers of interests in assets of the Company or any Subsidiary (however expressed and (iwhether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such financial covenant covenant, undertaking, restriction, event of default or provision is not contained in this Agreement or (ii) such financial covenant would be more beneficial to the holders of Notes than any analogous covenant, undertaking, restriction, event of default, cure right default or provision and related defined terms contained in this Agreement (any such covenant, undertaking, restriction, event of default, cure right default or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten five (105) Business Days after of receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined termsperiod) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified the Bank Credit FacilityAgreement, the NYL Note Facility or 2006 Note Purchase Agreement, as applicable. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (bNotwithstanding anything contained in this Section 10.9(a) Any to the contrary, in no event shall any amendment to the covenant levels set forth in any covenant contained in the Bank Credit Agreement, the NYL Note Facility or the 2006 Note Purchase Agreement as of the Restatement Effective Date be deemed to constitute an Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to for purposes of this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant10.9(a), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then.

Most Favored Lender. Borrower covenants that it will not amend, modify or waive (aan “Amendment”) If a Specified any term or provision of the Existing Syndicated Credit Facility shall include any financial covenant and (i) such financial covenant Agreement that is not also contained in this Agreement or (ii) such financial covenant would be more beneficial amend the Existing Syndicated Credit Agreement to the holders of Notes than add any analogous restriction, event of default, cure right additional term or provision and related defined terms contained in this Agreement thereto (any such restrictionmodified, event of default, cure right waived or added term or provision, an “Additional CovenantMFL Provision”) unless, prior to the effectiveness of such Amendment, Borrower has notified Agent of such Amendment and, if requested by Agent, caused to be executed and delivered, reasonably simultaneously with the effectiveness of such Amendment to the Existing Syndicated Credit Agreement at Borrower’s expense (including the reasonable fees and expenses of counsel for Agent), then the Company shall provide a Most Favored Lender Notice an amendment to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandisin form and substance satisfactory to Agent and the Required Bank(s), to similarly amend such term or provision in this Agreement or to add such term or provision to this Agreement, as if set forth fully herein or so removedthe case may be. If, without any further action required on the part as a result of any Personthis Section 5.21, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to either (i) this Agreement reasonably requested by such holder evidencing is amended to change or add any of MFL Provision or (ii) any MFL Provision in the foregoing. Existing Syndicated Credit Agreement is amended to a less restrictive level (including eliminated) or (b) Any Additional Covenant (including any associated cure right, cure period Borrower and its Subsidiaries are no longer bound by the amended or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this added covenant in the such Existing Syndicated Credit Agreement pursuant that caused such MFL Provision to be amended or added to this Section 9.11 (herein referred to Agreement, as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waiversthe case may be, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenanta) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists exists, and (iib) if any Credit Related Fee has been given to any party to such Existing Syndicated Credit Agreement in connection with any Amendment, the Banks shall have received such Credit Related Fee in a proportionate amount based upon the relative Commitments and outstanding principal amount of the Loans under this Agreement and of the Indebtedness outstanding under the Existing Syndicated Credit Agreement, then this Agreement shall, without any further action on the part of Borrower or any Bank, be deemed to be amended automatically deleted from this to amend or to delete such MFL Provisions. For purposes hereof, a “Credit Related Fee” with respect to any Amendment shall mean any fee paid or increase in the then applicable interest rate or interest rate margins in connection with such Amendment; provided that any amounts paid (1) for the reimbursement of out-of-pocket expenses relating to preparing such amendment, (2) for an extension in the ordinary course of the term of the Existing Syndicated Credit Agreement, or (3) to the extent paid to the agent(s) for the lenders under the Existing Syndicated Credit Agreement at in such time agent’s capacity as such Additional Covenant is deleted or otherwise removed from for out-of-pocket fees and expenses of the Specified agent(s) on its behalf or on behalf of other lenders, shall not be “Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenRelated Fees”.

Most Favored Lender. (a) If a Specified Credit Facility shall include any financial covenant MFL Financial Covenant or MFL Cure Right Provision and (i) such financial covenant MFL Financial Covenant is not contained in this Agreement or (ii) such financial covenant MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes; provided that, for the avoidance of doubt and without limiting the foregoing, the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.8 (and have the same related definitions) would be more beneficial to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined termsperiod) shall be deemed automatically incorporated by reference into this Agreement, or in the case of the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.8 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then.

Most Favored Lender. (a) If a Specified at any time the Bank Credit Agreement, the NYL Note Facility or the 2006 Note Purchase Agreement shall include any financial covenant covenant, undertaking, restriction, event of default or other provision (or any thereof shall be amended or otherwise modified) that provides for limitations on or measures of indebtedness, interest expense, fixed charges, net worth, stockholders’ equity or total assets, changes in control of the Company or transfers of interests in assets of the Company or any Subsidiary (however expressed and (iwhether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such financial covenant covenant, undertaking, restriction, event of default or provision is not contained in this Agreement or (ii) such financial covenant would be more beneficial to the holders of Notes than any analogous covenant, undertaking, restriction, event of default, cure right default or provision and related defined terms contained in this Agreement (any such covenant, undertaking, restriction, event of default, cure right default or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten five (105) Business Days after of receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined termsperiod) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified the Bank Credit FacilityAgreement, the NYL Note Facility or 2006 Note Purchase Agreement, as applicable. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. Notwithstanding anything contained in this Section 10.9(a) to the contrary, in no event shall any amendment to the covenant levels set forth in any covenant contained in the Bank Credit Agreement, the NYL Note Facility or the 2006 Note Purchase Agreement as of the Restatement Effective Date be deemed to constitute an Additional Covenant for purposes of this Section 10.9(a). (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions theretoperiod) incorporated into this Agreement pursuant to this Section 9.11 10.9 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions theretoperiod) under the Specified Bank Credit Agreement, the NYL Note Facility that contains the relevant Additional Covenantor 2006 Note Purchase Agreement, as applicable; provided that if any Default or an Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists exists) and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Bank Credit FacilityAgreement, including if the Specified NYL Note Facility or 2006 Note Purchase Agreement (as applicable) or the Bank Credit Agreement, NYL Note Facility is terminated or otherwise no longer 2006 Note Purchase Agreement (as applicable) shall have been terminated, all commitments thereunder cancelled and all liabilities existing thereunder paid in effectfull (other than unasserted contingent liabilities and obligations); provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenthen exists. Upon the request of the Company, the holders of Notes shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement requested by the Company evidencing the amendment or deletion of any such Incorporated Covenant in accordance with the terms hereof. If any Person party to the Bank Credit Agreement, NYL Note Facility or the 2006 Note Purchase Agreement (as applicable) receives any remuneration, fee or other compensation as consideration for any amendment, waiver, modification, deletion or termination of any Additional Covenant that constitutes an Incorporated Covenant hereunder, such amendment, waiver, modification, deletion or termination shall not become effective under this Agreement unless the holders shall have received equivalent remuneration, fees or other compensation. (c) For the avoidance of doubt, all of the existing financial covenants in Sections 11.14, 11.15 and 11.16 as of the Restatement Effective Date shall remain in this Agreement regardless of whether any Additional Covenants are incorporated into this Agreement. 10.10.

Most Favored Lender. Borrower covenants that it will not amend, modify or waive (aan “Amendment”) If a Specified any term or provision of the Existing Syndicated Credit Facility shall include any financial covenant and (i) such financial covenant Agreement that is not also contained in this Agreement or (ii) such financial covenant would be more beneficial amend the Existing Syndicated Credit Agreement to the holders of Notes than add any analogous restriction, event of default, cure right additional term or provision and related defined terms contained in this Agreement thereto (any such restrictionmodified, event of default, cure right waived or added term or provision, an “Additional CovenantMFL Provision”) unless, prior to the effectiveness of such Amendment, Borrower has notified Agent of such Amendment and, if requested by Agent, caused to be executed and delivered, reasonably simultaneously with the effectiveness of such Amendment to the Existing Syndicated Credit Agreement at Borrower’s expense (including the reasonable fees and expenses of counsel for Agent), then the Company shall provide a Most Favored Lender Notice an amendment to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandisin form and substance satisfactory to Agent and the Required Bank(s), to similarly amend such term or provision in this Agreement or to add such term or provision to this Agreement, as if set forth fully herein or so removedthe case may be. If, without any further action required on the part as a result of any Personthis Section 5.21, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to either (i) this Agreement reasonably requested by such holder evidencing is amended to change or add any of MFL Provision or (ii) any MFL Provision in the foregoing. Existing Syndicated Credit Agreement is amended to a less restrictive level (including eliminated) or (b) Any Additional Covenant (including any associated cure right, cure period Borrower and its Subsidiaries are no longer bound by the amended or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this added covenant in the such Existing Syndicated Credit Agreement pursuant that caused such MFL Provision to be amended or added to this Section 9.11 (herein referred to Agreement, as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waiversthe case may be, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenanta) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists exists, and (iib) if any Credit Related Fee has been given to any party to such Existing Syndicated Credit Agreement in connection with any Amendment, the Banks shall have received such Credit Related Fee in a proportionate amount based upon the relative Commitments and outstanding principal amount of the Loans under this Agreement and of the Indebtedness outstanding under the Existing Syndicated Credit Agreement, then this Agreement shall, without any further action on the part of Borrower or any Bank, be deemed to be amended automatically deleted from this to amend or to delete such MFL Provisions. For purposes hereof, a “Credit Related Fee” with respect to any Amendment shall mean any fee paid in connection with such Amendment; provided that any amounts paid (1) for the reimbursement of out-of-pocket expenses relating to preparing such amendment, (2) for an extension and related modifications in the ordinary course of the term of the Existing Syndicated Credit Agreement, or (3) to the extent paid to the agent(s) for the lenders under the Existing Syndicated Credit Agreement at in such time agent’s capacity as such Additional Covenant is deleted or otherwise removed from for out-of-pocket fees and expenses of the Specified agent(s) on its behalf or on behalf of other lenders, shall not be “Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default thenRelated Fees”.

Most Favored Lender. (a) If a Specified at any time the Bank Credit Facility Agreement or the 2006 Note Purchase Agreement shall include any financial covenant covenant, undertaking, restriction, event of default or other provision (or any thereof shall be amended or otherwise modified) that provides for limitations on or measures of indebtedness, interest expense, fixed charges, net worth, stockholders’ equity or total assets, changes in control of the Company or transfers of interests in assets of the Company or any Subsidiary (however expressed and (iwhether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such financial covenant covenant, undertaking, restriction, event of default or provision is not contained in this Agreement or (ii) such financial covenant would be more beneficial to the holders of Notes than any analogous covenant, undertaking, restriction, event of default, cure right default or provision and related defined terms contained in this Agreement (any such covenant, undertaking, restriction, event of default, cure right default or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten five (105) Business Days after of receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined termsperiod) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified the Bank Credit FacilityAgreement or 2006 Note Purchase Agreement, as applicable. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (bNotwithstanding anything contained in this Section 9.9(a) Any to the contrary, in no event shall any amendment to the covenant levels set forth in any covenant contained in the Bank Credit Agreement or the 2006 Note Purchase Agreement as of the Restatement Effective Date be deemed to constitute an Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to for purposes of this Section 9.11 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant9.9(a), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then. A/75932249.10

Most Favored Lender. (a) If a Specified The Company covenants that it will not amend any Financial Covenant in the Primary Credit Facility shall include or amend the Primary Credit Facility to add any financial covenant and (iadditional Financial Covenant(s) such financial covenant is not contained in this Agreement or (ii) such financial covenant would be more beneficial unless, prior to the holders effectiveness of Notes than any analogous restrictionsuch amendment, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by has notified Prudential and the holders of the NotesNotes of such amendment and, such Additional Covenant (including any associated cure if requested by Prudential or grace period and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, caused to be executed and delivered, reasonably simultaneously with the Company shall enter into any additional agreement or effectiveness of such amendment to the Primary Credit Facility, at the Company’s expense (including the reasonable fees and expenses of counsel for the holders of the Notes), an amendment to this Agreement reasonably requested by Agreement, in form and substance satisfactory to Prudential and the Required Holder(s), to similarly amend such holder evidencing any of the foregoing. (b) Any Additional Financial Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into in this Agreement pursuant or to add such additional Financial Covenant(s) to this Section 9.11 (herein referred to Agreement, as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenantcase may be; provided that if any Default such amended or Event of Default added Financial Covenant is a leverage ratio or an interest coverage ratio, then exists (including such Financial Covenant in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being this Agreement shall be at a less restrictive level than the corresponding covenant contained in the Primary Credit Agreement by the same relative amount by which the leverage ratio or the interest coverage ratio, as the case may be, is at a less restrictive level in this Agreement as compared to the Primary Credit Facility as each was in effect on the Companydate of this Agreement (but in no event less restrictive by operation of this paragraph 6L than the levels contained in this Agreement prior to any amendment to this Agreement). If, as a result of this paragraph 6L, this Agreement is amended to change or add any Financial Covenant(s) (a “MFL Provision”) and, thereafter, the Primary Credit Facility is amended such Incorporated that the amended or added Financial Covenant shall only in the Primary Credit Facility that caused such MFL Provision to be deemed automatically amended or added to this Agreement, as the case may be, either is amended to be at such time as a less restrictive level than was effective by reason of the MFL Provision or is no longer binding on the Company and its Subsidiaries pursuant to the Primary Credit Facility, and provided that (a) no Default or Event of Default then exists exists, and (iib) shall be deemed automatically deleted from this Agreement at if any Credit Related Fees have been given to any party to such time as Primary Credit Facility with respect to such Additional Covenant is deleted or otherwise removed from amendment to the Specified Primary Credit Facility, including if the Specified holders of the Notes shall have received a similar fee in a proportionate amount to such Credit Related Fee based upon the relative outstanding principal amount of the Notes and of the amount of the lending commitments of the lenders under the Primary Credit Facility, then this Agreement shall, without any further action on the part of the Company or any holder of the Notes, be deemed to be amended automatically to reverse the change caused by or to delete such MFL Provision(s), as the case may be, with such amended and less restrictive Financial Covenant in this Agreement deemed to be amended such that the amended Financial Covenant in this Agreement will be less restrictive than the Financial Covenant in the Primary Credit Facility is terminated or otherwise no longer in effectthe same proportion as the respective Financial Covenants in this Agreement bore to the Financial Covenants in the Primary Credit Facility as of the date of this Agreement (provided that the provisions of this Agreement shall not be so amended to be any less restrictive with respect to the Company and its Subsidiaries than as in effect on the date of this Agreement). For purposes hereof, a “Credit Related Fee” with respect to any amendment to the Primary Credit Facility shall mean any fee paid in connection with such amendment in excess of 0.15% of the amount of the lending commitments of the lenders under the Primary Credit Facility; provided thatthat any amounts paid (1) for the reimbursement for out-of-pocket expenses relating to preparing such amendment, if a Default (2) for an extension in the ordinary course of the term of the Primary Credit Facility, or an Event (3) to the extent paid to the agent(s) for the lenders under the Primary Credit Facility in such agent’s capacity as such or for out-of-pocket fees and expenses of Default then exists (including in respect the agent(s) on its behalf or on behalf of such Incorporated Covenant)other lenders, such Incorporated Covenant shall only not be deemed automatically deleted from this Agreement at such time as no Default or Event of Default then“Credit Related Fees”.

Most Favored Lender. (a) If a Specified the amended and restated credit agreement dated September 27, 2019 (as amended from time to time) between the Borrower, the Covenantor, Royal Bank of Canada, as administrative agent, and certain lenders party thereto from time to time (the “Revolving Credit Facility Agreement”) shall include any financial covenant and be amended, modified or supplemented after the Effective Date, whether directly or indirectly (i) such financial covenant is not contained in this Agreement or (ii) such financial covenant would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional CovenantAmendment”), then and the Company shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt effect of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) Amendment shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required to impose on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a NoteBorrower, the Company shall enter into Covenantor or any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. Designated Subsidiary (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to collectively for this Section 9.11 (herein referred to as an 7.4, the “Incorporated CovenantBorrower Parties”) (i) shall be deemed automatically amended herein to reflect any subsequent waiversone or more covenants similar to, supplementsor new covenants generally consistent with, modifications or amendments made to such Additional Covenant any of the covenants in Article 7 (including any associated cure rightother than this Section 7.4), cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto(ii) under additional events of default different from the Specified Credit Facility that contains the relevant Additional Covenant; provided that if subject matter of any Default or Event of Default then exists contained in Section 8.1, or (including iii) changes in respect the applicable pricing margin, that are, in each case, more favorable to the lenders under the Revolving Credit Agreement than those which exist in the Revolving Credit Agreements as of such Incorporated Covenant) and the amendment Effective Date (or events of such Additional Covenant would result in such Additional Covenant being less restrictive default that are more burdensome on the CompanyBorrower Parties than those that exist in the Revolving Credit Agreement as of the Effective Date) (any such covenant, event of default or change in pricing being referred to herein as, a “More Favorable Provision”), then such More Favorable Provision shall be automatically incorporated in this Agreement as if set forth fully therein, mutatis mutandis, and shall be effective as of the date such More Favorable Provision becomes effective in the Revolving Credit Agreement (the “Amendment Effective Date”), as the case may be. Thereafter, such Incorporated Covenant shall More Favorable Provision may only be deemed automatically amended at such time as no Default in accordance with the provisions of this Agreement. The Borrower will provide the Administrative Agent with copies of the Revolving Credit Agreement prior to or Event of Default then exists forthwith after the effective date thereof and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is deleted all amendments thereto prior to or otherwise removed from forthwith after the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Default or Event of Default theneffective date thereof.

Most Favored Lender. The Company covenants that if, on any date, it or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under the Primary Working Capital Facility or any related agreements that contain, or amends the Primary Working Capital Facility to contain or amend, one or more additional affirmative or negative (aincluding financial) If a Specified Credit Facility shall include covenants (including definitions related thereto), or any financial covenant and additional or amended events of default (i) such financial covenant is not contained in this Agreement or (ii) such financial covenant would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and including definitions related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”thereto), then on such date the terms of this Agreement shall, without any further action on the part of the Company shall provide a Most Favored Lender Notice to the holders or any of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and related defined terms) shall be deemed to be amended automatically incorporated by reference into this Agreementto include each additional covenant and each additional event of default contained in such agreement, mutatis mutandis, as if set forth fully herein or so removed, without any further action required on and the part of any Person, effective as Company shall provide prompt written notice thereof to Prudential and the holders of the date when Notes of such Additional Covenant became effective under such Specified Credit Facilityevent. ThereafterThe Company further covenants, upon the written request of any the Required Holder(s), 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 Holder(s) evidencing the amendment of this Agreement to include such additional covenants and additional events of default, 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 paragraph 6S, but shall merely be for the convenience of the parties hereto; provided that, upon the subsequent elimination of such additional covenant or additional event of default under the Primary Working Capital Facility and the Company providing notice thereof to Prudential and each holder of a Note, the Company same shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. (b) Any Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) incorporated into this Agreement pursuant to this Section 9.11 (herein referred to as an “Incorporated Covenant”) be deemed eliminated hereunder if (i) shall be deemed automatically amended herein to reflect any subsequent waivers, supplements, modifications or amendments made to such Additional Covenant (including any associated cure right, cure period or grace period and any associated defined term and all qualifications, limitations and exceptions thereto) under the Specified Credit Facility that contains the relevant Additional Covenant; provided that if any Default or Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists and exists, (ii) such elimination of such additional covenant or additional event of default shall be deemed automatically deleted from not make this Agreement at any less restrictive with respect to the Company and the Guarantors than as in effect on the Restatement Date, as amended by any other amendments hereto, other than as a result of such time as such Additional Covenant additional covenant or additional event of default and (iii) if any fee or other compensation is deleted or otherwise removed from the Specified Credit Facility, including if the Specified Credit Facility is terminated or otherwise no longer in effect; provided that, if a Default or an Event of Default then exists (including paid to any person in respect of such Incorporated Covenant)elimination of such additional covenant or additional event of default, the Company shall pay each holder of a Note such Incorporated Covenant shall only be deemed automatically deleted from fee or compensation on a ratable basis relative to the then outstanding aggregate principal amounts of the Notes. 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 at in form and substance satisfactory to the Required Holder(s) evidencing (x) the amendment of this Agreement to include such time additional covenants and additional events of default or (y) the elimination of such additional covenants and additional events of default, as no Default or Event applicable, provided that the execution and delivery of Default thensuch amendment shall not be a precondition to the effectiveness of such amendment as provided for in this paragraph 6S, but shall merely be for the convenience of the parties hereto.