Common use of Most Favored Lender Clause in Contracts

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 as of, or at any time after, the date of this Agreement, the Bank Amendment (i) 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes (any such Financial Covenant or other Relevant Provision described in clause (i) or (ii), a “More Favorable Provision”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with the Bank Amendment. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Provision shall be deemed automatically incorporated into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Provision shall have become effective under the 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 requested by such holder evidencing any of the foregoing. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12.

Most Favored Lender. (a) The Company If a Specified Credit Facility shall deliver a true include any MFL Financial Covenant or MFL Cure Right Provision and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Credit Agreement to add, any such MFL 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 such MFL Financial Covenant or other Relevant MFL Cure Right 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 or Relevant Provision in the Bank Credit Agreement being be more beneficial to the Bank Lenders in holders of Notes than any material respect (oranalogous restriction, in the case event of any Financial Covenant default, cure right or Event of Default, in any respect) than the analogous Relevant Provision set forth provision contained in this Agreement is to the holders of the Notes (any such Financial Covenant restriction, event of default, cure right or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or 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 respect 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 such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days ten (10) Business Days after each holder’s receipt of such noticenotice by the holders of the Notes, such More Favorable Provision Additional Covenant (including any associated cure or grace period) 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 in full hereinfully herein or so removed, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendmentsuch Specified Credit Facility. 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. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12.

Most Favored Lender. (a) The Company If a Specified Credit Facility shall deliver a true include any MFL Financial Covenant or MFL Cure Right Provision and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Credit Agreement to add, any such MFL 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 such MFL Financial Covenant or other Relevant MFL Cure Right 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 or Relevant Provision in the Bank Credit Agreement being be more beneficial to the Bank Lenders in holders of Notes than any material respect (oranalogous restriction, in the case event of any Financial Covenant default, cure right or Event of Default, in any respect) than the analogous Relevant Provision set forth provision contained in this Agreement is to the holders of the Notes (any such Financial Covenant restriction, event of default, cure right or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or 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 respect 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 such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days ten (10) Business Days after each holder’s receipt of such noticenotice by the holders of the Notes, such More Favorable Provision Additional Covenant (including any associated cure or grace period) 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 in full hereinfully herein or so removed, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendmentsuch Specified Credit Facility. 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. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12.

Most Favored Lender. (ai) The Company shall deliver a true and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time afterafter the Closing Date any of the Note Purchase Agreements shall include any financial covenant, the date undertaking, restriction, event of this Agreement, the Bank Amendment default or other provision (i) contains, or amends or modifies the Bank Credit Agreement to add, any Financial Covenant or any other Relevant Provision 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 whether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such covenant, undertaking, restriction, event of default or provision 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 or 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in than any material respect (oranalogous covenant, in the case undertaking, restriction, event of any Financial Covenant default or Event of Default, in any respect) than the analogous Relevant Provision set forth provision contained in this Agreement is to the holders of the Notes (any such Financial Covenant covenant, undertaking, restriction, event of default or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or the Company Borrowers shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with to the Bank AmendmentAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within 15 days after each holder’s five (5) Business Days of receipt of such notice, such More Favorable Provision Additional Covenant (including any associated cure period) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendmentapplicable Note Purchase Agreement. Thereafter, upon the request of any holder of a Notethe Administrative Agent, the Parent and the Company Borrowers shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement reasonably requested by such holder the Administrative Agent evidencing any of the foregoing. Notwithstanding anything contained in this Section 7.1.11 [Most Favored Lender] to the contrary in the foregoingcontrary, in no event shall any amendment to the event that the Company reasonably determines covenant levels set forth in good faith that the Bank Amendment does not contain or otherwise provide for any More Favorable Provision, then it shall not be required to provide a Most Favored Lender Notice covenant contained in connection with its delivery any of the Bank Amendment to the holders Note Purchase Agreements as of the Notes; provided, however, that the Required Holders may, within 90 days following their receipt of the Bank Amendment, provide a written notice Closing Date be deemed to the Parent or the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms Additional Covenant for purposes of this Section 9.127.1.11 [Most Favored Lender].

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 as of, or at any time after, after the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies Closing the Company is party to any Bank Credit Agreement that shall contain any financial covenant that relates specifically to addone 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 (however expressed and whether stated as a ratio, any Financial Covenant as a fixed threshold, as an event of default, or otherwise) (or any other Relevant Provision that thereof shall be amended, restated or otherwise modified) and such financial covenant 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 or 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes than any analogous covenant previously incorporated into this Agreement pursuant to this Section 9.7 (any such Financial Covenant or other Relevant Provision described in clause (i) or (ii)financial covenant, a “More Favorable ProvisionFinancial Covenant”), then a Senior Financial Officer shall promptly (but in any event within ten Business Days from the Parent occurrence thereof) provide 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 the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with the Bank Amendmentthresholds contained therein. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such noticeHolders, such More Favorable Provision Financial Covenant shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Financial Covenant became effective under such Bank Credit Agreement. Any Financial Covenant incorporated into this Agreement pursuant to this Section 9.7 shall automatically without any action required to be taken by the Bank Amendment. Thereafter, upon the request of Company or any holder of a Noteany Note (i) be subject to any subsequent waiver of the correlative covenant to such Financial Covenant under the applicable Bank Credit Agreement for the same time period as waived thereunder, the Parent and the Company shall (at the Company’s sole cost and expenseii) enter into any additional agreement be deemed amended, restated or amendment to otherwise modified in this Agreement requested by such holder evidencing any of the foregoing. Notwithstanding anything to the contrary in same effect as the foregoingcorrelative covenant to such Financial Covenant shall be amended, restated or otherwise modified under the applicable Bank Credit Agreement and (iii) be deemed deleted from this Agreement at such time as the correlative covenant to such Financial Covenant shall be deleted from the applicable Bank Credit Agreement or at such time as the applicable Bank Credit Agreement shall be terminated and, in the case of any such termination, no 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 that within five Business Days from the Company reasonably determines in good faith that the Bank Amendment does not contain or otherwise occurrence thereof) provide for any More Favorable Provision, then it shall not be required to provide a Most Favored Lender Notice in connection with its delivery of the Bank Amendment written notice thereof 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of refer specifically to this Section 9.129.7 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) The Company If a Specified Credit Facility shall deliver a true include any MFL Financial Covenant or MFL Cure Right Provision and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Credit Agreement to add, any such MFL 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 such MFL Financial Covenant or other Relevant MFL Cure Right 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 or Relevant Provision in the Bank Credit Agreement being be more beneficial to the Bank Lenders holders of Notes than any analogous restriction, Event North Haven Private Income Fund LLC Note Purchase Agreement of Default, cure right or provision and related defined terms contained in this Agreement (any material respect (orsuch restriction, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes (any such Financial Covenant cure right or other Relevant Provision described in clause (i) or (ii)provision and related defined terms, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or 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 respect 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 such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days 10 Business Days after each holder’s receipt of such noticenotice by the holders of the Notes, such More Favorable Provision Additional Covenant (including any associated cure or grace period and any 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 in full hereinfully herein or so removed, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendmentsuch Specified Credit Facility. 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. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12.

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 as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Multi-Year Revolving Credit Agreement to add, includes any Financial Covenant or any other Relevant Provision that covenant which is not contained in this Agreement, or any existing covenant in the Bank Multi-Year Revolving 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 AgreementAgreement is amended or modified in any manner, or a consent or waiver has been given in a manner which would result respect thereof, then and in such Financial Covenant or Relevant Provision in event the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes (any such Financial Covenant or other Relevant Provision described in clause (i) or (ii), a “More Favorable Provision”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with the Bank Amendment. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Provision shall be deemed automatically incorporated into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Provision shall have become effective under the 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 requested by such holder evidencing any of the foregoing. Notwithstanding anything to the contrary in the foregoingBorrower shall, in the event that the Company reasonably determines 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 good faith that respect of any such Incorporated Covenant shall, subject to the Bank Amendment does not contain or otherwise provide for any More Favorable Provisionforegoing, then it shall not be required deemed to provide a Most Favored Lender Notice in connection with its delivery be an Event of Default hereunder subject to all applicable terms and provisions of this Agreement, including, without limitation, the right of the Bank Amendment Lender to the holders waive or not waive any breach thereof (independent of any right of any other creditor of the Notes; providedBorrower or such Subsidiary in respect of any such Incorporated Covenants). Without limiting the foregoing, howeverany amendment, that the Required Holders mayelimination or termination of, within 90 days following their receipt or waiver or consent with respect to, any such Incorporated Covenant (including as a result of the Bank Amendment, provide a written notice to termination or repayment in full of the Parent or the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement 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 thereupon (mutatis mutandis) constitute an amendment, elimination or termination, as the case may be, of, or waiver or consent with respect to, such Incorporated Covenant hereunder. [The remainder of this Section 9.12page intentionally left blank.]

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 as of, or at any time after, after the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies Closing the Company is party to any Bank Credit Agreement that shall contain any financial covenant that relates specifically to addone 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 (however expressed and whether stated as a ratio, any Financial Covenant as a fixed threshold, as an event of default, or otherwise) (or any other Relevant Provision that thereof shall be amended, restated or otherwise modified) and such financial covenant 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 or 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes than any analogous 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 Financial Covenant or other Relevant Provision described in clause (i) or (ii)financial covenant, a “More Favorable ProvisionFinancial Covenant”), then a Senior Financial Officer shall promptly (but in any event within ten Business Days from the Parent occurrence thereof) provide 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 the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with the Bank Amendmentthresholds contained therein. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such noticeHolders, such More Favorable Provision Financial Covenant shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Financial Covenant became effective under such Bank Credit Agreement. Provided that no Event of Default is in existence at such time, any Financial Covenant existing on the Bank Amendment. Thereafterdate hereof (including, upon for the request avoidance of doubt, the Interest Coverage Ratio set forth herein) or incorporated into this Agreement pursuant to this Section 9.7 shall automatically without any action required to be taken by the Company or any holder of a Noteany Note (i) be subject to any subsequent waiver of the correlative covenant to such Financial Covenant under the applicable Bank Credit Agreement for the same time period as waived thereunder, the Parent and the Company shall (at the Company’s sole cost and expenseii) enter into any additional agreement be deemed amended, restated or amendment to otherwise modified in this Agreement requested by such holder evidencing any of the foregoing. Notwithstanding anything to the contrary in same effect as the foregoingcorrelative covenant to such Financial Covenant shall be amended, restated or otherwise modified under the applicable Bank Credit Agreement and (iii) be deemed deleted from this Agreement at such time as the correlative covenant to such Financial Covenant shall be deleted from the applicable Bank Credit Agreement or at such time as the applicable Bank Credit Agreement shall be terminated and, in the case of any such termination, no 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 that within five Business Days from the Company reasonably determines in good faith that the Bank Amendment does not contain or otherwise occurrence thereof) provide for any More Favorable Provision, then it shall not be required to provide a Most Favored Lender Notice in connection with its delivery of the Bank Amendment written notice thereof 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify refer specifically to this Section 9.7, shall include a statement that no Event of Default is then in existence and shall describe in reasonable detail the relevant waiver, amendment, restatement, modification or deletion of such More Favorable Provision and Financial Covenant, it being understood that the failure to deliver any such More Favorable Provision notice shall constitute an Incorporated Provisionnot affect any such waiver, whereupon amendment, restatement, modification or deletion of such More Favorable Provision shall Financial Covenant). Notwithstanding the foregoing, the Interest Coverage Ratio may only be deemed automatically incorporated intodeleted, and constitute an Incorporated Provision underamended, waived or otherwise modified in this Agreement pursuant to the foregoing clauses (i), (ii) or (iii) above, subject to the proviso in accordance with the terms of this Section 9.1210.6(b).

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 as of, or at any time after, the date of this Agreement, the Bank Amendment (i) 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 the NYL Note Facility or the 2006 Note Purchase Agreement shall include any financial covenant, undertaking, restriction, event of default or other Relevant Provision provision (or any thereof shall be amended or otherwise modified) that provides for limitations on or measures of which 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 whether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such covenant, undertaking, restriction, event of default or provision is also not contained in this Agreement, in a manner which Agreement or would result in such Financial Covenant or Relevant Provision in the Bank Credit Agreement being be more beneficial to the Bank Lenders in holders of Notes than any material respect (oranalogous covenant, in the case undertaking, restriction, event of any Financial Covenant default or Event of Default, in any respect) than the analogous Relevant Provision set forth provision contained in this Agreement is to the holders of the Notes (any such Financial Covenant covenant, undertaking, restriction, event of default or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect to the holders of such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s five (5) Business Days of receipt of such noticenotice by the holders of the Notes, such More Favorable Provision Additional Covenant (including any associated cure period) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank AmendmentCredit Agreement, or the NYL Note Facility or 2006 Note Purchase Agreement, as applicable. 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. Notwithstanding anything contained in this Section 10.9(a) to the contrary contrary, in no event shall any amendment to the covenant levels set forth in any covenant contained in the foregoingBank Credit Agreement, in the event that NYL Note Facility or the Company reasonably determines in good faith that the Bank Amendment does not contain or otherwise provide for any More Favorable Provision, then it shall not be required to provide a Most Favored Lender Notice in connection with its delivery 2006 Note Purchase Agreement as of the Bank Amendment Restatement Effective Date be deemed 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms Additional Covenant for purposes of this Section 9.1210.9(a).

Most Favored Lender. In the event the Company shall enter into, assume or otherwise be obligated under any Principal Credit Facility containing one or more Financial Covenants that are either not set forth in this Agreement or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (a) including any necessary definitions, a “More Favorable Covenant”), this Agreement, without any further action on the part of the Company or the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall deliver a true provide written notice of such More Favorable Covenant and complete copy its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Bank Amendment within 10 Business Days following Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is 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 execution thereof. If as ofsame manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from this Agreement at such time, if it should occur, when such Default or Event of Default no longer exists; provided further, however, that if any time afterfee or other consideration shall be given to the lenders under such Principal Credit Facility for such amendment or deletion, the date equivalent of this Agreementsuch fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the Bank Amendment covenants or defaults (iand Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) 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 this Agreement as of in effect on the date of this Agreement (but, in the case of any Relevant Provision and as amended 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 Companyoperation of this Section 9.8) 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes (any such Financial Covenant or other Relevant Provision described in clause (i) or (ii), a “More Favorable Provision”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with the Bank Amendment. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Provision shall be deemed automatically incorporated into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Provision shall have become effective under the 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 requested by such holder evidencing any of the foregoing. 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 More Favorable Provision, then it shall not be required to provide a Most Favored Lender Notice in connection with its delivery loosened or relaxed by operation 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.129.8.

Most Favored Lender. (a) The Company If a Specified Credit Facility shall deliver a true include any MFL Financial Covenant or MFL Cure Right Provision and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Credit Agreement to add, any such MFL 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 such MFL Financial Covenant or other Relevant MFL Cure Right 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 or Relevant Provision in the Bank Credit Agreement being be more beneficial to the Bank Lenders in holders of Notes than any material respect (oranalogous restriction, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth cure right or provision and related defined terms contained in this Agreement is to the holders of the Notes (any such Financial Covenant restriction, Event of Default, cure right or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or 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 respect 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 such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days 10 Business Days after each holder’s receipt of such noticenotice by the holders of the Notes, such More Favorable Provision Additional Covenant (including any associated cure or grace period and any 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 in full hereinfully herein or so removed, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendmentsuch Specified Credit Facility. 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. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12.

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) The Company shall deliver a true and complete copy or any related agreements that contain, or amends the agreement with respect to the Senior Notes (2010) to contain or amend, one or more additional affirmative covenants or additional negative covenants, or the definition related thereto, or any additional or amended events of default, then on such date the terms of this Agreement shall, without any further action on the part of the Bank Amendment within 10 Business Days following Loan Parties, 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 Loan Parties shall provide prompt written notice thereof to the Administrative Agent and the Lenders of such event. The Loan Parties further covenant, upon the written request of the Required Lenders, to promptly execute and deliver at the Borrower’s 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 the amendment of this Agreement to include such additional covenants and additional events of default, provided that the execution thereof. If and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as ofprovided for in this Section 8.2.18 [Most Favored Lender], but shall merely be for the convenience of the parties hereto; provided that, upon the subsequent elimination of such additional covenant or at additional event of default under the Senior Notes (2010), as the case may be, and the Borrower providing notice thereof to the Administrative Agent and the Lenders, the same shall be deemed eliminated hereunder if (i) no Potential Default or Event of Default then exists, (ii) such elimination of such additional covenant or additional event of default shall not make this Agreement any time after, less restrictive with respect to the Loan Parties than as in effect on the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Credit Agreement to add, any Financial Covenant or as amended by any other Relevant Provision that is not contained in the Bank Credit Agreement as of the date of this Agreement (butamendments hereto, in the case of any Relevant Provision other than as 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 result of such company that contains such Relevant Provision), additional covenant or additional event of default and (iiiii) amends or modifies if any Financial Covenant fee or other Relevant Provision in the Bank Credit Agreement, an analogous Financial Covenant or other Relevant Provision of which compensation is also contained in this Agreement, in a manner which would result in such Financial Covenant or Relevant Provision in the Bank Credit Agreement being more beneficial paid to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes (any such Financial Covenant or other Relevant Provision described in clause (i) or (ii), a “More Favorable Provision”), then the Parent or the Company shall provide a Most Favored Lender Notice person in respect of such More Favorable Provision, together with the Bank Amendment. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt elimination of such noticeadditional covenant or additional event of default, the Borrower shall pay each Lender such More Favorable Provision shall be deemed automatically incorporated into this Agreement, mutatis mutandis, as if set forth in full herein, effective as fee or compensation on a ratable basis relative to the then outstanding aggregate principal amounts of the date when such More Favorable Provision shall have become effective under Notes. The Loan Parties further covenant to promptly execute and deliver at their expense (including the Bank Amendment. Thereafter, upon reasonable fees and expenses of counsel for the request of any holder of a Note, the Parent and the Company shall (at the Company’s sole cost and expenseAdministrative Agent) enter into any additional agreement or an amendment to this Agreement requested by such holder evidencing any of the foregoing. Notwithstanding anything in form and substance satisfactory to the contrary in Required Lenders evidencing (x) the foregoingamendment of this Agreement to include such additional covenants and additional events of default, in or (y) the event elimination of such additional covenants and additional events of default, as applicable, provided that the Company reasonably determines in good faith that the Bank Amendment does not contain or otherwise provide for any More Favorable Provision, then it execution and delivery of such amendment shall not be required a precondition to provide a the effectiveness of such amendment as provided for in this Section 8.2.18 [Most Favored Lender Notice in connection with its delivery Lender], but shall merely be for the convenience 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12parties hereto.

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 as ofIf, or at any time after, after the date of this Agreement, the Bank Second Amendment (i) contains, or amends or modifies the Bank Credit Agreement to addEffective Date, any Financial Covenant Material Credit Facility shall be entered into or amended so that it includes any covenant, any event of default (whether set forth as a covenant, undertaking, event of default, restriction, prepayment event or other Relevant Provision such provision) or prepayment right not set forth herein or 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes than any analogous provision contained in this Agreement (any such Financial Covenant covenant, prepayment right or other Relevant Provision described in clause (i) or (ii)event of default, a an “More Favorable Additional Provision”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect to the holders of such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Additional Provision (and any related definitions) 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 in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Additional Provision shall have become became effective under such 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 Bank Amendmentholders 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 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. Notwithstanding anything to the contrary in the foregoingAs used herein, in the event that the Company reasonably determines in good faith that the Bank Amendment does not contain or otherwise provide for any More Favorable Provision, then it shall not be required to provide a “Most Favored Lender Notice Notice” means, in connection with its delivery respect of the Bank Amendment any Additional Provision, a written notice to each of the holders of the Notes; providedNotes delivered promptly, howeverand in any event within five (5) 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), that the Required Holders may, within 90 days following their receipt by a Senior Financial Officer of the Bank Amendment, provide a written notice Company referring to the Parent provisions of this Section 9.12 and setting forth a description of such Additional Provision (including any defined terms used therein) and related explanatory calculations, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provisiondeletion of such provision from such Material Credit Facility) shall not affect such Additional Provision as incorporated in this Agreement, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall may only be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement amended in accordance with Section 17 hereof. For greater certainty, any covenant, event of default or prepayment right in effect under any Material Credit Facility on or before the terms of Second Amendment Effective Date shall not trigger the requirements under this Section 9.129.12 (it being understood that any amendment thereto after such date would trigger such requirements).

Most Favored Lender. (ai) The Company shall deliver a true and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, after the date of this Closing Date the 2010 Note Purchase Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Existing PNC Credit Agreement to add, any Financial Covenant or any other Relevant Provision agreement evidencing any Material Indebtedness shall include any financial 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 whether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such covenant, undertaking, restriction, event of default or provision 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 or 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in than any material respect (oranalogous covenant, in the case undertaking, restriction, event of any Financial Covenant default or Event of Default, in any respect) than the analogous Relevant Provision set forth provision contained in this Agreement is to the holders of the Notes (any such Financial Covenant covenant, undertaking, restriction, event of default or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or the Company Borrower shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with to the Bank AmendmentAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within 15 days after each holder’s five (5) Business Days of receipt of such notice, such More Favorable Provision Additional Covenant (including any associated cure period) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendment2010 Note Purchase Agreement, the Existing PNC Credit Agreement or such other agreement evidencing any Material Indebtedness, as applicable. Thereafter, upon the request of any holder of a Notethe Administrative Agent, the Parent and the Company Borrower shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement reasonably requested by such holder the Administrative Agent evidencing any of the foregoing. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12.

Most Favored Lender. Borrower covenants that it will not amend, modify or waive (aan “Amendment”) The Company shall deliver a true and complete copy any term or provision of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Existing Syndicated 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 or amend the Existing Syndicated Credit Agreement to add any additional term or provision thereto (any such modified, waived or added term or provision, an “MFL 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), an amendment to this Agreement, in 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 the case may be. If, as a manner which would result in such Financial Covenant of this Section 5.21, either (i) this Agreement is amended to change or Relevant add any MFL Provision or (ii) any MFL Provision in the Bank Existing Syndicated Credit Agreement being more beneficial is amended to a less restrictive level (including eliminated) or (b) Borrower and its Subsidiaries are no longer bound by the Bank Lenders in any material respect (or, amended or added covenant in the such Existing Syndicated Credit Agreement that caused such MFL Provision to be amended or added to this Agreement, as the case of any Financial Covenant may be, and provided that (a) no Default or Event of DefaultDefault then exists, and (b) if any Credit Related Fee has been given to any party to such Existing Syndicated Credit Agreement in connection with any respect) than Amendment, the analogous Relevant Provision set forth 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 is to the holders and of the Notes (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 to amend or to delete such Financial Covenant or other Relevant Provision described in clause (i) or (ii)MFL Provisions. For purposes hereof, a “More Favorable Provision”)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, then (2) for an extension in the Parent or ordinary course of the Company shall provide a Most Favored Lender Notice in respect term of such More Favorable Provision, together with the Bank Amendment. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Provision shall be deemed automatically incorporated into this Existing Syndicated Credit Agreement, mutatis mutandis, or (3) to the extent paid to the agent(s) for the lenders under the Existing Syndicated Credit Agreement in such agent’s capacity as if set forth in full herein, effective as such or for out-of-pocket fees and expenses of the date when such More Favorable Provision shall have become effective under the Bank Amendment. Thereafteragent(s) on its behalf or on behalf of other lenders, 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 requested by such holder evidencing any of the foregoing. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12“Credit Related Fees”.

Most Favored Lender. (a) The Company If a Specified Credit Facility shall deliver a true include any MFL Financial Covenant or MFL Cure Right Provision and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Credit Agreement to add, any such MFL 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 such MFL Financial Covenant or other Relevant MFL Cure Right 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 or Relevant Provision in the Bank Credit Agreement being be more beneficial to the Bank Lenders in holders of Notes than any material respect (oranalogous restriction, in the case event of any Financial Covenant default, cure right or Event of Default, in any respect) than the analogous Relevant Provision set forth provision contained in this Agreement is to the holders of the Notes (any such Financial Covenant restriction, event of default, cure right or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or 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 respect 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 such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days ten (10) Business Days after each holder’s receipt of such noticenotice by the holders of the Notes, such More Favorable Provision Additional Covenant (including any associated cure or grace period) 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 in full hereinfully herein or so removed, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendmentsuch Specified Credit Facility. 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. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12.

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 as of, or at any time after, the date of this Agreement, the Bank Amendment (i) 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 the NYL Note Facility or the 2006 Note Purchase Agreement shall include any financial covenant, undertaking, restriction, event of default or other Relevant Provision provision (or any thereof shall be amended or otherwise modified) that provides for limitations on or measures of which 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 whether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such covenant, undertaking, restriction, event of default or provision is also not contained in this Agreement, in a manner which Agreement or would result in such Financial Covenant or Relevant Provision in the Bank Credit Agreement being be more beneficial to the Bank Lenders in holders of Notes than any material respect (oranalogous covenant, in the case undertaking, restriction, event of any Financial Covenant default or Event of Default, in any respect) than the analogous Relevant Provision set forth provision contained in this Agreement is to the holders of the Notes (any such Financial Covenant covenant, undertaking, restriction, event of default or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect to the holders of such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s five (5) Business Days of receipt of such noticenotice by the holders of the Notes, such More Favorable Provision Additional Covenant (including any associated cure period) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank AmendmentCredit Agreement, the NYL Note Facility or 2006 Note Purchase Agreement, as applicable. Thereafter, upon the request of any holder of a Note, the Parent 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 period) incorporated into this Agreement pursuant to this Section 10.9 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent amendments made to such Additional Covenant (including any associated cure period) under the Bank Credit Agreement, the NYL Note Facility or 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 Company 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 Bank Credit Agreement, the NYL Note Facility or 2006 Note Purchase Agreement (as applicable) or the Bank Credit Agreement, NYL Note Facility or 2006 Note Purchase Agreement (as applicable) shall have been terminated, all commitments thereunder cancelled and all liabilities existing thereunder paid in full (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 then 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 such holder evidencing any of the foregoing. Notwithstanding anything to the contrary in the foregoing, in the event that the Company reasonably determines in good faith that evidencing the Bank Amendment does not contain amendment or otherwise provide for deletion of any More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement 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 Section 9.12Agreement 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. (a) The Company shall deliver a true and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, after the date of this Agreement, hereof the Bank Amendment (i) containsCredit Agreement is amended or otherwise modified, or amends or modifies any agreement related to the Bank Credit Agreement to addis entered into or is amended or otherwise modified, and as a result of any of the foregoing any Financial Covenant or any other Relevant Provision that is not contained in for the Bank Credit Agreement as of the date of this Agreement Facility is modified (but, whether in the case of any Relevant Provision other than a Financial Covenant, only manner to be more beneficial or less beneficial 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 lenders under the CompanyCredit Agreement) 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 eliminated, or (ii) amends or modifies any Financial Covenant or other Relevant Provision in is added for the Bank Credit Agreement, an analogous Financial Covenant or other Relevant Provision of which is also contained Facility (in this Agreement, in a manner which would result in each such Financial Covenant or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes (any such Financial Covenant or other Relevant Provision described in clause (i) or (ii)case, a “More Favorable ProvisionModified Bank Financial Covenant”), then (i) the Parent corresponding Financial Covenant in this Agreement shall be deemed automatically modified in such manner or eliminated, as the Company shall provide a Most Favored Lender Notice in respect of case may be, or such More Favorable Provision, together with additional Financial Covenant for the Bank Amendment. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Provision Facility shall be deemed automatically incorporated into this Agreementby reference, 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 full hereinany event within five (5) Business Days after entering into any such Modified Bank Financial Covenant, effective as so advise the holders of the date when such More Favorable Provision shall have become effective under the Bank AmendmentNotes in writing. Thereafter, upon the request of any holder of a Notethe Required Holders, the Parent and the Company shall (at the Company’s sole cost and expense) enter into any additional agreement or an amendment to this Agreement 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 foregoingdeemed modification or elimination, as the case may be, of the applicable Financial Covenant in this Agreement, or the incorporation by reference into this Agreement of the applicable additional Financial Covenant, in each case as described in clause (i) of the immediately preceding sentence. Notwithstanding anything to the contrary in the foregoing, in the event immediately preceding paragraph of this Section 9.10: (a) no such modification of a Financial Covenant hereunder that the Company reasonably determines in good faith that the Bank Amendment does not contain or otherwise provide for any More Favorable Provision, then it shall not would be required to provide a Most Favored Lender Notice in connection with its delivery of the Bank Amendment less beneficial to the holders of the Notes, and no such elimination hereunder of a Financial Covenant, shall be effective if a Default or Event of Default has occurred and is continuing immediately prior to the time such Modified Bank Financial Covenant becomes effective; provided(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 Section 10.9(a) of this Agreement to a level greater than 0.60 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(a) from this Agreement, however(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 manner in which it is calculated on the date hereof pursuant to this Agreement), or (ii) modify the definition of “Capitalization Rate” such that the capitalization rate for ALFs would 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 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 than 1.50 to 1.00 as of the last day of each Fiscal Quarter of the Company, (2) a customary priority debt covenant satisfactory to the Required Holders mayis added to Section 10.9 and (3) Section 10.1 is modified in a manner consistent with such newly added priority debt covenant and reasonably satisfactory to the Required Holders, within 90 days following their receipt 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 AmendmentFacility is terminated, provide a written notice to the Parent or the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision all Financial Covenants hereunder shall be deemed automatically incorporated into, unaffected and constitute an Incorporated Provision under, this Agreement shall remain in accordance with effect in the terms of this Section 9.12same manner as they existed immediately prior to such termination.

Most Favored Lender. (a) The Company shall deliver a true covenants that it will not amend any Financial Covenant in the Primary Credit Facility or amend the Primary Credit Facility to add any additional Financial Covenant(s) unless, prior to the effectiveness of such amendment, the Company has notified Prudential and complete copy the holders of the Bank Amendment within 10 Business Days following Notes of such amendment and, if requested by Prudential or any holder of a Note, caused to be executed and delivered, reasonably simultaneously with the execution thereof. If 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, in form and substance satisfactory to Prudential and the Required Holder(s), to similarly amend such Financial Covenant in this Agreement or to add such additional Financial Covenant(s) to this Agreement, as ofthe case may be; provided that if such amended or added Financial Covenant is a leverage ratio or an interest coverage ratio, then such Financial Covenant in 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 any time after, a less restrictive level in this Agreement as compared to the Primary Credit Facility as each was in effect on the date 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 that the amended or added Financial Covenant in the Primary Credit Facility that caused such MFL Provision to be amended or added to this Agreement, as the Bank Amendment case may be, either is amended to be at 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 (ia) containsno Default or Event of Default then exists, and (b) if any Credit Related Fees have been given to any party to such Primary Credit Facility with respect to such amendment to the Primary Credit Facility, the 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 amends any holder of the Notes, be deemed to be amended automatically to reverse the change caused by or modifies to delete such MFL Provision(s), as the Bank Credit Agreement to addcase may be, any with such amended and less restrictive Financial Covenant or any other Relevant Provision in this Agreement deemed to be amended such that is not contained the amended Financial Covenant in this Agreement will be less restrictive than the Financial Covenant in the Bank Primary Credit Facility in the 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 (butprovided 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 that any amounts paid (1) for the reimbursement for out-of-pocket expenses relating to preparing such amendment, (2) for an extension in the case ordinary course of any Relevant Provision other than a Financial Covenantthe term of the Primary Credit Facility, only or (3) 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 paid to the Companyagent(s) in connection with an institutional private placement financing transaction providing for the issuance lenders under the Primary Credit Facility in such agent’s capacity as such or for out-of-pocket fees and sale of debt securities that is entered into subsequent to the date expenses of the primary bank credit agreement agent(s) on its behalf or on behalf of such company that contains such Relevant Provision)other lenders, 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes (any such Financial Covenant or other Relevant Provision described in clause (i) or (ii), a “More Favorable Provision”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with the Bank Amendment. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Provision shall be deemed automatically incorporated into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Provision shall have become effective under the 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 requested by such holder evidencing any of the foregoing. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12“Credit Related Fees”.

Most Favored Lender. (a) The Company If a Specified Credit Facility shall deliver a true include any MFL Financial Covenant or MFL Cure Right Provision and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Credit Agreement to add, any such MFL 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 such MFL Financial Covenant or other Relevant MFL Cure Right 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 or Relevant Provision in the Bank Credit Agreement being be more beneficial to the Bank Lenders in holders of Notes than any material respect (oranalogous restriction, in the case event of any Financial Covenant default, cure right or Event of Default, in any respect) than the analogous Relevant Provision set forth provision contained in this Agreement is to the holders of the Notes (any such Financial Covenant restriction, event of default, cure right or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or 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 respect 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 such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days ten (10) Business Days after each holder’s receipt of such noticenotice by the holders of the Notes, such More Favorable Provision Additional Covenant (including any associated cure or grace period) 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 in full hereinfully herein or so removed, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendmentsuch Specified Credit Facility. 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. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12.BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT

Most Favored Lender. (a) The Company shall deliver a true If the amended and complete copy of restated credit agreement dated September 27, 2019 (as amended from time to time) between the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time afterBorrower, the date Covenantor, Royal Bank of this Canada, as administrative agent, and certain lenders party thereto from time to time (the “Revolving Credit Agreement”) shall be amended, modified or supplemented after the Effective Date, whether directly or indirectly (an “Amendment”), and the effect of such Amendment shall be to impose on the Borrower, the Bank Amendment Covenantor or any Designated Subsidiary (collectively for this Section 7.4, the “Borrower Parties”) (i) containsany one or more covenants similar to, or amends new covenants generally consistent with, any of the covenants in Article 7 (other than this Section 7.4), (ii) additional events of default different from the subject matter of any Default or modifies Event of Default contained in Section 8.1, or (iii) changes in the Bank applicable pricing margin, that are, in each case, more favorable to the lenders under the Revolving Credit Agreement to add, any Financial Covenant or any other Relevant Provision that is not contained than those which exist in the Bank Revolving Credit Agreements as of the Effective Date (or events of default that are more burdensome on the Borrower Parties than those that exist in the Revolving 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 CompanyEffective Date) 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes (any such Financial Covenant covenant, event of default or other Relevant Provision described change in clause (i) or (ii)pricing being referred to herein as, a “More Favorable Provision”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with the Bank Amendment. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Provision shall be deemed automatically incorporated into in this AgreementAgreement as if set forth fully therein, mutatis mutandis, as if set forth in full herein, and shall be effective as of the date when such More Favorable Provision shall have become becomes effective under in the Bank AmendmentRevolving Credit Agreement (the “Amendment Effective Date”), as the case may be. 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 requested by such holder evidencing any of the foregoing. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall may only be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement amended in accordance with the terms provisions of this Section 9.12Agreement. The Borrower will provide the Administrative Agent with copies of the Revolving Credit Agreement prior to or forthwith after the effective date thereof and all amendments thereto prior to or forthwith after the effective date thereof.

Most Favored Lender. (a) The Company shall deliver 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 (other than the Indebtedness evidenced by the Shelf Notes) in a true and complete copy 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 one or more of the Bank Amendment within 10 Business Days following the execution thereof. If as ofCompany and its Subsidiaries, that contains, or at amends any time aftersuch agreement to contain, one or more Additional Covenants or Additional Defaults, then on such date the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Shelf Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such agreement, provided that, upon the subsequent rescission, amendment or other modification of such Additional Covenant or Additional Default and the Company providing notice thereof to Prudential and each holder of a Shelf Note, the same shall be deemed rescinded, amended or otherwise modified hereunder if (i) no Default or Event of Default then exists, (ii) such 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 paid to any person in respect of such rescission, amendment or modification of such Additional Covenant or Additional Default, the Bank Amendment Company shall 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 in form and substance satisfactory to the Required Holder(s) evidencing (i) 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 amendment 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 Additional Covenants 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), Additional Defaults or (ii) amends the rescission, amendment 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes (any such Financial Covenant or other Relevant Provision described in clause (i) or (ii), a “More Favorable Provision”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect modification of such More Favorable ProvisionAdditional Covenants and Additional Defaults, together with as applicable, provided that the Bank Amendment. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt execution and delivery of such notice, such More Favorable Provision shall be deemed automatically incorporated into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Provision shall have become effective under the 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 requested by such holder evidencing any of the foregoing. 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 More Favorable Provision, then it shall not be required a precondition to provide a Most Favored Lender Notice the effectiveness of such amendment as provided for in connection with its delivery this paragraph 6L, but shall merely be for the convenience 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12parties hereto.

Most Favored Lender. (a) The Company If a Specified Credit Facility shall deliver a true include any financial covenant and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Credit Agreement to add, any Financial Covenant or any other Relevant Provision that such financial covenant 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 such financial covenant would result in such Financial Covenant or Relevant Provision in the Bank Credit Agreement being be more beneficial to the Bank Lenders in holders of Notes than any material respect (oranalogous restriction, in the case event of any Financial Covenant default, cure right or Event of Default, in any respect) than the analogous Relevant Provision set forth provision and related defined terms contained in this Agreement is to the holders of the Notes (any such Financial Covenant restriction, event of default, cure right or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect to the holders of such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days ten (10) Business Days after each holder’s receipt of such noticenotice by the holders of the Notes, such More Favorable Provision 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 in full hereinfully herein or so removed, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendmentsuch Specified Credit Facility. 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. Notwithstanding anything (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 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 More Favorable Provision, then it shall not be required this Section 9.11 (herein referred 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute as an “Incorporated Provision, whereupon such More Favorable Provision Covenant”) (i) shall be deemed automatically incorporated intoamended 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 constitute an 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 Provision underCovenant) 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 accordance with the terms 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 Section 9.12.Agreement at such time as no Default or Event of Default then

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 as of, or at any time after, after the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies Closing the Company is party to any Bank Credit Agreement that shall contain any financial covenant that relates specifically to addone 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 (however expressed and whether stated as a ratio, any Financial Covenant as a fixed threshold, as an event of default, or otherwise) (or any other Relevant Provision that thereof shall be amended, restated or otherwise modified) and such financial covenant 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 or 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes than any analogous 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 Financial Covenant or other Relevant Provision described in clause (i) or (ii)financial covenant, a “More Favorable ProvisionFinancial Covenant”), then a Senior Financial Officer shall promptly (but in any event within ten Business Days from the Parent occurrence thereof) provide 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 the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with the Bank Amendmentthresholds contained therein. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such noticeHolders, such More Favorable Provision Financial Covenant shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Financial Covenant became effective under such Bank Credit Agreement. Provided that no Event of Default is in existence at such time, any Financial Covenant existing on the Bank Amendment. Thereafterdate hereof (including, upon for the request avoidance of doubt, the Interest Coverage Ratio set forth herein) or incorporated into this Agreement pursuant to this Section 9.7 shall automatically without any action required to be taken by the Company or any holder of a Noteany Note (i) be subject to any subsequent waiver of the correlative covenant to such Financial Covenant under the applicable Bank Credit Agreement for the same time period as waived thereunder, the Parent and the Company shall (at the Company’s sole cost and expenseii) enter into any additional agreement be deemed amended, restated or amendment to otherwise modified in this Agreement requested by such holder evidencing any of the foregoing. Notwithstanding anything to the contrary in same effect as the foregoingcorrelative covenant to such Financial Covenant shall be amended, restated or otherwise modified under the applicable Bank Credit Agreement and (iii) be deemed deleted from this Agreement at such time as the correlative covenant to such Financial Covenant shall be deleted from the applicable Bank Credit Agreement or at such time as the applicable Bank Credit Agreement shall be terminated and, in the case of any such termination, no 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 that within five Business Days from the Company reasonably determines in good faith that the Bank Amendment does not contain or otherwise occurrence thereof) provide for any More Favorable Provision, then it shall not be required to provide a Most Favored Lender Notice in connection with its delivery of the Bank Amendment written notice thereof 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify refer specifically to this Section 9.7, shall include a statement that no Event of Default is then in existence and shall describe in reasonable detail the relevant waiver, amendment, restatement, modification or deletion of such More Favorable Provision and Financial Covenant, it being understood that the failure to deliver any such More Favorable Provision notice shall constitute an Incorporated Provisionnot affect any such waiver, whereupon amendment, restatement, modification or deletion of such More Favorable Provision shall Financial Covenant). Notwithstanding the foregoing, the Interest Coverage Ratio may only be deemed automatically incorporated intodeleted, and constitute an Incorporated Provision underamended, waived or otherwise modified in this Agreement pursuant to the foregoing clauses (i), (ii) or (iii) above, subject to the proviso in accordance with the terms of this Section 9.1210.7(b).

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 as ofIf, or at any time after, from the date of this Agreement, Second Amendment Effective Date until the Bank Amendment (i) contains, or amends or modifies the Bank Credit Agreement to addMFL Period End, any Financial Covenant or any other Relevant Provision that is not of the financial covenants contained in the Bank Credit Agreement as Section 6.4 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 Amended Credit Agreement, an analogous as in effect on the Second Amendment Effective Date (collectively, the “Financial Covenant Covenants”) are amended, restated or other Relevant Provision of which is also contained in this Agreementotherwise modified after the Second Amendment Effective Date, in a manner which would result in and such Financial Covenant Covenants, as so amended, restated or Relevant Provision in otherwise modified (the Bank Credit Agreement being “Amended Financial Covenants”) would be more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes than the analogous covenants contained in Section 10.4 (any such Financial Covenant as amended, restated or other Relevant Provision described in clause (i) or (ii), a “More Favorable Provision”otherwise modified pursuant to this Section 9.12), then a Financial Officer shall promptly (but in any event no later than 10 Business Days from the Parent occurrence of the applicable amendment, restatement or other modification thereof) provide written notice thereof to the Company holders of Notes, which notice shall provide a Most Favored Lender Notice refer specifically to this Section 9.12 and shall describe in respect of reasonable detail such More Favorable Provision, together with Amended Financial Covenants and the Bank Amendmentrelevant ratios and levels contained therein. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such noticeHolders, such More Favorable Provision Amended Financial Covenants shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Amended Financial Covenant became effective under such Amended Credit Agreement. Any such Amended Financial Covenant incorporated into this Agreement pursuant to this Section 9.12 shall automatically without any action required to be taken by the Bank Amendment. Thereafter, upon the request of Company or any holder of a Noteany Note until such time as no Notes are outstanding (i) be subject to any subsequent waiver of 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, the Parent and the Company shall (at the Company’s sole cost and expense) enter into any additional agreement restated or amendment to otherwise modified in this Agreement requested by such holder evidencing any of the foregoing. Notwithstanding anything pursuant to Section 17 hereof to the contrary in same effect as the foregoingcorrelative covenant to such Amended Financial Covenant shall be amended, in the event that the Company reasonably determines in good faith that the Bank Amendment does not contain 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 for any More Favorable Provision, then it shall not be required to provide a Most Favored Lender Notice in connection with its delivery of the Bank Amendment written notice thereof 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify refer specifically to this Section 9.12 and shall describe in reasonable detail the relevant waiver, amendment, restatement or modification of such More Favorable Provision and Amended Financial Covenant, it being understood that the failure to deliver any such More Favorable Provision notice shall constitute an Incorporated Provisionnot affect any such waiver, whereupon amendment, restatement or modification of such More Favorable Provision Amended Financial Covenant); provided that in no event shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, the financial covenants contained in Section 10.4 of this Agreement be automatically amended, restated or otherwise modified pursuant to this clause (a) if the effect thereof is to make such financial covenants looser or less restrictive than the financial covenants in accordance with Section 10.4 in effect on the terms Second Amendment Effective Date without the consent of this Section 9.12the Required Holders.

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 as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Multi-Year Revolving Credit Agreement to add, includes any Financial Covenant or any other Relevant Provision that covenant which is not contained in this Agreement, or any existing covenant in the Bank Multi-Year Revolving 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 AgreementAgreement is amended or 46969638_8 modified in any manner, or a consent or waiver has been given in a manner which would result respect thereof, then and in such Financial Covenant or Relevant Provision in event the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes (any such Financial Covenant or other Relevant Provision described in clause (i) or (ii), a “More Favorable Provision”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with the Bank Amendment. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Provision shall be deemed automatically incorporated into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Provision shall have become effective under the 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 requested by such holder evidencing any of the foregoing. Notwithstanding anything to the contrary in the foregoingBorrower shall, in the event that the Company reasonably determines 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 good faith that respect of any such Incorporated Covenant shall, subject to the Bank Amendment does not contain or otherwise provide for any More Favorable Provisionforegoing, then it shall not be required deemed to provide a Most Favored Lender Notice in connection with its delivery be an Event of Default hereunder subject to all applicable terms and provisions of this Agreement, including, without limitation, the right of the Bank Amendment Lender to the holders waive or not waive any breach thereof (independent of any right of any other creditor of the Notes; providedBorrower or such Subsidiary in respect of any such Incorporated Covenants). Without limiting the foregoing, howeverany amendment, that the Required Holders mayelimination or termination of, within 90 days following their receipt or waiver or consent with respect to, any such Incorporated Covenant (including as a result of the Bank Amendment, provide a written notice to termination or repayment in full of the Parent or the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement 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 thereupon (mutatis mutandis) constitute an amendment, elimination or termination, as the case may be, of, or waiver or consent with respect to, such Incorporated Covenant hereunder. [The remainder of this Section 9.12page intentionally left blank.] 46969638_8

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 as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Credit Agreement to addor the 2006 Note Purchase Agreement shall include any financial covenant, any Financial Covenant undertaking, restriction, event of default or other provision (or any other Relevant Provision 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 whether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such covenant, undertaking, restriction, event of default or provision 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 or 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in holders of Notes than any material respect (oranalogous covenant, in the case undertaking, restriction, event of any Financial Covenant default or Event of Default, in any respect) than the analogous Relevant Provision set forth provision contained in this Agreement is to the holders of the Notes (any such Financial Covenant covenant, undertaking, restriction, event of default or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect to the holders of such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s five (5) Business Days of receipt of such noticenotice by the holders of the Notes, such More Favorable Provision Additional Covenant (including any associated cure period) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank AmendmentCredit Agreement or 2006 Note Purchase Agreement, as applicable. 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. Notwithstanding anything contained in this Section 9.9(a) to the contrary contrary, in no event shall any amendment to the covenant levels set forth in any covenant contained in the foregoing, in Bank Credit Agreement or the event that the Company reasonably determines in good faith that the Bank Amendment does not contain or otherwise provide for any More Favorable Provision, then it shall not be required to provide a Most Favored Lender Notice in connection with its delivery 2006 Note Purchase Agreement as of the Bank Amendment Restatement Effective Date be deemed 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms Additional Covenant for purposes of this Section 9.12.9.9(a). A/75932249.10

Most Favored Lender. (a) The If the Company shall deliver a true and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, the date of this Agreement, the Bank Amendment Subsidiary Guarantor (i) 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 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 (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“Existing Credit Facility”), or (ii) amends or modifies after the date of this Agreement enters into any Financial Covenant amendment or other Relevant Provision in the Bank modification of any Existing Credit AgreementFacility (an “Amended Credit Facility”) or (iii) enters into any new credit facility, an analogous Financial Covenant 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 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 Provision of which is also contained in this Agreement, in a manner which Covenant that would result in such Financial Covenant or Relevant Provision in the Bank Credit Agreement being be more beneficial to the Bank Lenders in any material respect (or, in the case holders of any Financial Covenant or Event of Default, in any respect) Notes than the analogous Relevant Provision Covenant set forth in this Agreement is to the holders of the Notes or any new Relevant Covenant not currently set forth in this Agreement (any such Financial Covenant or other Relevant Provision described in clause (i) or (ii)provision, a “More Favorable ProvisionCovenant”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with the Bank AmendmentCovenant. Thereupon, unless waived in writing by the Required Holders within 15 days 10 Business Days after each holder’s receipt of such notice, such More Favorable Provision Covenant shall be deemed automatically incorporated into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Provision Covenant shall have become effective under such 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 Bank Amendmentholders of the Notes hereunder. Thereafter, upon the request of any holder of a Note, the Parent and the Company shall (at the Company’s 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. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12.

Most Favored Lender. (a) The Company If a Specified Credit Facility shall deliver a true include any MFL Financial Covenant or MFL Cure Right Provision and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Credit Agreement to add, any such MFL 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 such MFL Financial Covenant or other Relevant MFL Cure Right 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 or Relevant Provision in the Bank Credit Agreement being be more beneficial to the Bank Lenders in holders of Notes than any material respect (oranalogous restriction, in the case event of any Financial Covenant default, cure right or Event of Default, in any respect) than the analogous Relevant Provision set forth provision and related defined terms contained in this Agreement is to the holders of the Notes (any such Financial Covenant restriction, event of default, cure right or other Relevant Provision described in clause (i) or (ii)provision and related defined terms, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or 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 respect 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 such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days ten (10) Business Days after each holder’s receipt of such noticenotice by the holders of the Notes, such More Favorable Provision 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 in full hereinfully herein or so removed, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendmentsuch Specified Credit Facility. 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. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12.Gxxxx Capital Private Credit Fund Note Purchase 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 as of, or at any time after, the date of this Agreement, the Bank Amendment (i) 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 the NYL Note Facility or the 2006 Note Purchase Agreement shall include any financial covenant, undertaking, restriction, event of default or other Relevant Provision provision (or any thereof shall be amended or otherwise modified) that provides for limitations on or measures of which 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 whether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such covenant, undertaking, restriction, event of default or provision is also not contained in this Agreement, in a manner which Agreement or would result in such Financial Covenant or Relevant Provision in the Bank Credit Agreement being be more beneficial to the Bank Lenders in holders of Notes than any material respect (oranalogous covenant, in the case undertaking, restriction, event of any Financial Covenant default or Event of Default, in any respect) than the analogous Relevant Provision set forth provision contained in this Agreement is to the holders of the Notes (any such Financial Covenant covenant, undertaking, restriction, event of default or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect to the holders of such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s five (5) Business Days of receipt of such noticenotice by the holders of the Notes, such More Favorable Provision Additional Covenant (including any associated cure period) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank AmendmentCredit Agreement, the NYL Note Facility or 2006 Note Purchase Agreement, as applicable. 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. Notwithstanding anything contained in this Section 10.9(a) to the contrary contrary, in no event shall any amendment to the covenant levels set forth in any covenant contained in the foregoingBank Credit Agreement, in the event that NYL Note Facility or the Company reasonably determines in good faith that the Bank Amendment does not contain or otherwise provide for any More Favorable Provision, then it shall not be required to provide a Most Favored Lender Notice in connection with its delivery 2006 Note Purchase Agreement as of the Bank Amendment Restatement Effective Date be deemed 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms Additional Covenant for purposes of this Section 9.1210.9(a).

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 as of, or at any time after(a)(i) the Company enters into any credit agreement, loan agreement, note purchase agreement or other like agreement under which the date Company may incur Designated Debt in excess of this $50,000,000, including the Note Purchase Agreements and the Senior Notes (a “Principal Lending Agreement”), and (ii) any such Principal Lending Agreement at any time includes a covenant that expressly limits either: (x) the Bank Amendment (i) containssale, 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 amends or modifies (y) the Bank Credit Agreement to addincurrence of Designated Debt by any Foreign Subsidiary, any Financial Covenant or any other Relevant Provision in either case that is not contained in this Agreement, or if such covenant that is contained in the Bank Credit Principal Lending Agreement as is more favorable to such creditors of the date of this Agreement (but, in the case of any Relevant Provision other Company 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 covenant contained in this Agreement, in a manner which would result in such Financial Covenant or Relevant Provision (b) the Company issues an additional series of Senior Notes pursuant to any Supplement (as defined in the Bank Credit Agreement being more beneficial to applicable Note Purchase Agreement) that has an “additional covenant” (within the Bank Lenders in any material respect (or, in the case meaning of any Financial Covenant or Event of Default, in any respectSection 2.2(iii) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes (any such Financial Covenant or other Relevant Provision described in clause (i) or (iiapplicable Note Purchase Agreement), a “More Favorable Provision”), then the Parent or the Company shall provide 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 Most Favored Lender Notice “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 execution of a Subject Agreement, such covenant (or covenants) and related definitions that are contained in such Subject Agreement (collectively, the “Incorporated Covenants”) shall be deemed to have been incorporated herein and any event of default in respect of any such More Favorable Provision, together with the Bank Amendment. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Provision Incorporated Covenant shall be deemed automatically incorporated into to be an Event of Default hereunder, subject to all applicable terms and provisions of this Agreement, mutatis mutandis, as if set forth in full herein, effective as including the right of the date when such More Favorable Provision shall have become effective under the Bank Amendment. Thereafter, upon the request Required Banks to waive or not waive any breach thereof (independent of any holder right of a Note, the Parent and any other creditor of the Company shall (at the Company’s sole cost and expense) enter into in respect of any additional agreement or amendment to this Agreement requested by such holder evidencing any of the foregoingIncorporated Covenants). Notwithstanding anything to the contrary in Without limiting the foregoing, in the event that the Company reasonably determines in good faith that the Bank Amendment does not contain any amendment, elimination or otherwise provide for termination of any More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement Covenant in accordance with the terms of this Section 9.12.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 hereunder

Most Favored Lender. (a) The Company If a Specified Credit Facility shall deliver a true include any MFL Financial Covenant or MFL Cure Right Provision and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Credit Agreement to add, any such MFL 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 such MFL Financial Covenant or other Relevant MFL Cure Right 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 or Relevant Provision in the Bank Credit Agreement being be more beneficial to the Bank Lenders in holders of Notes than any material respect (oranalogous restriction, in the case event of any Financial Covenant default, cure right or Event of Default, in any respect) than the analogous Relevant Provision set forth provision and related defined terms contained in this Agreement is to the holders of the Notes (any such Financial Covenant restriction, event of default, cure right or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or 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 respect 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 such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days ten (10) Business Days after each holder’s receipt of such noticenotice by the holders of the Notes, such More Favorable Provision 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 in full hereinfully herein or so removed, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendmentsuch Specified Credit Facility. 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. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12.

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 as of, or at any time after(a)(i) the Company enters into any credit agreement, loan agreement, note purchase agreement or other like agreement under which the date Company may incur Designated Debt in excess of this $50,000,000, including the Note Purchase Agreements and the Senior Notes (a “Principal Lending Agreement”), and (ii) any such Principal Lending Agreement at any time includes a covenant that expressly limits either: (x) the Bank Amendment (i) containssale, 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 amends or modifies (y) the Bank Credit Agreement to addincurrence of Designated Debt by any Foreign Subsidiary, any Financial Covenant or any other Relevant Provision in either case that is not contained in this Agreement, or if such covenant that is contained in the Bank Credit Principal Lending Agreement as is more favorable to such creditors of the date of this Agreement (but, in the case of any Relevant Provision other Company 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 covenant contained in this Agreement, in a manner which would result in such Financial Covenant or Relevant Provision (b) the Company issues an additional series of Senior Notes pursuant to any Supplement (as defined in the Bank Credit Agreement being more beneficial to applicable Note Purchase Agreement) that has an “additional covenant” (within the Bank Lenders in any material respect (or, in the case meaning of any Financial Covenant or Event of Default, in any respectSection 2.2(iii) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes (any such Financial Covenant or other Relevant Provision described in clause (i) or (iiapplicable Note Purchase Agreement), a “More Favorable Provision”), then the Parent or the Company shall provide 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 Most Favored Lender Notice “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 execution of a Subject Agreement, such covenant (or covenants) and related definitions that are contained in such Subject Agreement (collectively, the “Incorporated Covenants”) shall be deemed to have been incorporated herein and any event of default in respect of any such More Favorable Provision, together with the Bank Amendment. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Provision Incorporated Covenant shall be deemed automatically incorporated into to be an Event of Default hereunder, subject to all applicable terms and provisions of this Agreement, mutatis mutandis, as if set forth in full herein, effective as including the right of the date when such More Favorable Provision shall have become effective under the Bank Amendment. Thereafter, upon the request Required Banks to waive or not waive any breach thereof (independent of any holder right of a Note, the Parent and any other creditor of the Company shall (at the Company’s sole cost and expense) enter into in respect of any additional agreement or amendment to this Agreement requested by such holder evidencing any of the foregoingIncorporated Covenants). Notwithstanding anything to the contrary in Without limiting the foregoing, in the event that the Company reasonably determines in good faith that the Bank Amendment does not contain any amendment, elimination or otherwise provide for termination of any More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement Covenant in accordance with the terms of this Section 9.12the 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 hereunder.

Most Favored Lender. (ai) The Company shall deliver a true and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, after the date of this Agreement, Closing Date the Bank Amendment (i) contains, or amends or modifies the Bank Credit 2010 Note Purchase Agreement to add, any Financial Covenant or any other Relevant Provision agreement evidencing any Material Indebtedness shall include any financial 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 whether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such covenant, undertaking, restriction, event of default or provision 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 or 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in than any material respect (oranalogous covenant, in the case undertaking, restriction, event of any Financial Covenant default or Event of Default, in any respect) than the analogous Relevant Provision set forth provision contained in this Agreement is to the holders of the Notes (any such Financial Covenant covenant, undertaking, restriction, event of default or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or the Company Borrowers shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with to the Bank AmendmentAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within 15 days after each holder’s five (5) Business Days of receipt of such notice, such More Favorable Provision Additional Covenant (including any associated cure period) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendment2010 Note Purchase Agreement or such other agreement evidencing any Material Indebtedness, as applicable. Thereafter, upon the request of any holder of a Notethe Administrative Agent, the Parent and the Company Borrowers shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement reasonably requested by such holder the Administrative Agent evidencing any of the foregoing. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12.

Most Favored Lender. (a) The Company If a Specified Credit Facility shall deliver a true include any MFL Financial Covenant or MFL Cure Right Provision and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Credit Agreement to add, any such MFL 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 such MFL Financial Covenant or other Relevant MFL Cure Right 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 or Relevant Provision in the Bank Credit Agreement being be more beneficial to the Bank Lenders in holders of Notes than any material respect (oranalogous restriction, in the case event of any Financial Covenant default, cure right or Event of Default, in any respect) than the analogous Relevant Provision set forth provision and related defined terms contained in this Agreement is to the holders of the Notes (any such Financial Covenant restriction, event of default, cure right or other Relevant Provision described in clause (i) or (ii)provision, a and related defined terms, an “More Favorable ProvisionAdditional Covenant”), then the Parent or 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 respect 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 such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless AG Twin Brook Capital Income Fund Master Note Purchase Agreement waived in writing by the Required Holders within 15 days ten (10) Business Days after each holder’s receipt of such noticenotice by the holders of the Notes, such More Favorable Provision 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 in full hereinfully herein or so removed, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendmentsuch Specified Credit Facility. 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. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12.

Most Favored Lender. (ai) The Company shall deliver a true and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time afterafter the Closing Date the 2010 Note Purchase Agreement shall include any financial covenant, the date undertaking, restriction, event of this Agreement, the Bank Amendment default or other provision (i) contains, or amends or modifies the Bank Credit Agreement to add, any Financial Covenant or any other Relevant Provision 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 whether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such covenant, undertaking, restriction, event of default or provision 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 or 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in than any material respect (oranalogous covenant, in the case undertaking, restriction, event of any Financial Covenant default or Event of Default, in any respect) than the analogous Relevant Provision set forth provision contained in this Agreement is to the holders of the Notes (any such Financial Covenant covenant, undertaking, restriction, event of default or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or the Company Borrowers shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with to the Bank AmendmentAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within 15 days after each holder’s five (5) Business Days of receipt of such notice, such More Favorable Provision Additional Covenant (including any associated cure period) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendment2010 Note Purchase Agreement. Thereafter, upon the request of any holder of a Notethe Administrative Agent, the Parent and the Company Borrowers shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement reasonably requested by such holder the Administrative Agent evidencing any of the foregoing. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12.

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 as of, or at any time afterafter the Closing Date any of the Note Purchase Agreements shall include any financial covenant, the date undertaking, restriction, event of this Agreement, the Bank Amendment default or other provision (i) contains, or amends or modifies the Bank Credit Agreement to add, any Financial Covenant or any other Relevant Provision 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 whether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such covenant, undertaking, restriction, event of default or provision 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 or 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in than any material respect (oranalogous covenant, in the case undertaking, restriction, event of any Financial Covenant default or Event of Default, in any respect) than the analogous Relevant Provision set forth provision contained in this Agreement is to the holders of the Notes (any such Financial Covenant covenant, undertaking, restriction, event of default or other Relevant Provision described in clause (i) or (ii)provision, a “More Favorable Provision”an "Additional Covenant"), then the Parent or the Company Borrower shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with to the Bank AmendmentAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within 15 days after each holder’s five (5) Business Days of receipt of such notice, such More Favorable Provision Additional Covenant (including any associated cure period) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank Amendmentapplicable Note Purchase Agreement. Thereafter, upon the request of any holder of a Notethe Administrative Agent, the Parent Borrower shall enter into any additional agreement or amendment to this Agreement reasonably requested by the Administrative Agent evidencing any of the foregoing. 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 period) incorporated into this Agreement pursuant to this Section 7.1.11 [Most Favored Lender] (herein referred to as an "Incorporated Covenant") (i) shall be deemed automatically amended herein to reflect any subsequent amendments made to such Additional Covenant (including any associated cure period) under the applicable 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 Company amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Borrower, such Incorporated Covenant shall only be deemed automatically amended at such time as no Potential 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 applicable Note Purchase Agreement or the applicable Note Purchase Agreement shall have been terminated, all commitments thereunder cancelled and all liabilities existing thereunder paid in full (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 then exists. Upon the request of the Borrower, the Administrative Agent and the Lenders shall (at the CompanyBorrower’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 holder evidencing any of the foregoing. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement 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 Section 9.12Agreement 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 as of, or at any time after, (including as in effect on the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank any Material Credit Agreement to add, Facility shall include 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 any event of default (whether set forth as a undertaking, event of default, prepayment event or other such provision) or prepayment right not set forth herein or that 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes than any analogous provision contained in this Agreement (any such Financial Covenant Covenant, event of default or other Relevant Provision described in clause (i) or (ii)prepayment right, a “More Favorable an "Additional Provision”"), then the Parent or 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 in respect to the holders of such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 thirty (30) days after each holder’s of receipt of such noticeMost Favored Lender Notice by the holders of the Notes, such More Favorable Additional Provision (and any related definitions) 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 in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Additional Provision shall have become became effective under the Bank Amendmentsuch Material Credit Facility. Thereafter, 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. Notwithstanding anything to the contrary in the foregoingAs used herein, in the event that the Company reasonably determines in good faith that the Bank Amendment does not contain or otherwise provide for any More Favorable Provision, then it shall not be required to provide a "Most Favored Lender Notice Notice" means, in connection with its delivery respect of the Bank Amendment any Additional Provision, a written notice, which may be by e-mail, to each of the holders of the Notes; providedNotes delivered promptly, howeverand 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), that the Required Holders may, within 90 days following their receipt by a Senior Financial Officer of the Bank Amendment, provide a written notice Company referring to the Parent or the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms provisions of this Section 9.12.9.7 and setting forth a description of such Additional Provision (including any defined terms used therein) and related explanatory calculations, as applicable. (b) So long as no Default or Event of Default has occurred and is continuing DBI/ 84912103.8 27

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 as ofIf, or at any time after, after the date of this Agreement, the Bank Second Amendment (i) contains, or amends or modifies the Bank Credit Agreement to addEffective Date, any Financial Covenant Material Credit Facility shall be entered into or amended so that it includes any covenant, any event of default (whether set forth as a covenant, undertaking, event of default, restriction, prepayment event or other Relevant Provision such provision) or prepayment right not set forth herein or 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement is to the holders of the Notes than any analogous provision contained in this Agreement (any such Financial Covenant covenant, prepayment right or other Relevant Provision described in clause (i) or (ii)event of default, a an “More Favorable Additional Provision”), then the Parent or the Company shall provide a Most Favored Lender Notice in respect to the holders of such More Favorable Provision, together with the Bank AmendmentNotes. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Additional Provision (and any related definitions) 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 in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Additional Provision shall have become became effective under such 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 Bank Amendmentholders 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 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. Notwithstanding anything to the contrary in the foregoingAs used herein, in the event that the Company reasonably determines in good faith that the Bank Amendment does not contain or otherwise provide for any More Favorable Provision, then it shall not be required to provide a “Most Favored Lender Notice Notice” means, in connection with its delivery respect of the Bank Amendment any Additional Provision, a written notice to each of the holders of the Notes; providedNotes delivered promptly, howeverand in any event within five (5) 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), that the Required Holders may, within 90 days following their receipt by a Senior Financial Officer of the Bank Amendment, provide a written notice \Pengrowth Energy Corporation Note Purchase Agreement\ Company referring to the Parent provisions of this Section 9.12 and setting forth a description of such Additional Provision (including any defined terms used therein) and related explanatory calculations, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provisiondeletion of such provision from such Material Credit Facility) shall not affect such Additional Provision as incorporated in this Agreement, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall may only be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement amended in accordance with Section 17 hereof. For greater certainty, any covenant, event of default or prepayment right in effect under any Material Credit Facility on or before the terms of Second Amendment Effective Date shall not trigger the requirements under this Section 9.129.12 (it being understood that any amendment thereto after such date would trigger such requirements).

Most Favored Lender. Borrower covenants that it will not amend, modify or waive (aan “Amendment”) The Company shall deliver a true and complete copy any term or provision of the Bank Amendment within 10 Business Days following the execution thereof. If as of, or at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Existing Syndicated 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 or amend the Existing Syndicated Credit Agreement to add any additional term or provision thereto (any such modified, waived or added term or provision, an “MFL 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), an amendment to this Agreement, in 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 the case may be. If, as a manner which would result in such Financial Covenant of this Section 5.21, either (i) this Agreement is amended to change or Relevant add any MFL Provision or (ii) any MFL Provision in the Bank Existing Syndicated Credit Agreement being more beneficial is amended to a less restrictive level (including eliminated) or (b) Borrower and its Subsidiaries are no longer bound by the Bank Lenders in any material respect (or, amended or added covenant in the such Existing Syndicated Credit Agreement that caused such MFL Provision to be amended or added to this Agreement, as the case of any Financial Covenant may be, and provided that (a) no Default or Event of DefaultDefault then exists, and (b) if any Credit Related Fee has been given to any party to such Existing Syndicated Credit Agreement in connection with any respect) than Amendment, the analogous Relevant Provision set forth 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 is to the holders and of the Notes (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 to amend or to delete such Financial Covenant or other Relevant Provision described in clause (i) or (ii)MFL Provisions. For purposes hereof, a “More Favorable Provision”)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, then (2) for an extension and related modifications in the Parent or ordinary course of the Company shall provide a Most Favored Lender Notice in respect term of such More Favorable Provision, together with the Bank Amendment. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Provision shall be deemed automatically incorporated into this Existing Syndicated Credit Agreement, mutatis mutandis, or (3) to the extent paid to the agent(s) for the lenders under the Existing Syndicated Credit Agreement in such agent’s capacity as if set forth in full herein, effective as such or for out-of-pocket fees and expenses of the date when such More Favorable Provision shall have become effective under the Bank Amendment. Thereafteragent(s) on its behalf or on behalf of other lenders, 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 requested by such holder evidencing any of the foregoing. 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 More Favorable Provision, 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms of this Section 9.12“Credit Related Fees”.

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 as of, or at any time afterafter the Closing Date the Existing PNC Facility shall include any financial covenant, the date undertaking, restriction, event of this Agreement, the Bank Amendment default or other provision (i) contains, or amends or modifies the Bank Credit Agreement to add, any Financial Covenant or any other Relevant Provision 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 Parent or transfers of interests in assets of the Parent or any Subsidiary (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such covenant, undertaking, restriction, event of default or provision 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 or 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 or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in than any material respect (oranalogous covenant, in the case undertaking, restriction, event of any Financial Covenant default or Event of Default, in any respect) than the analogous Relevant Provision set forth provision contained in this Agreement is to the holders of the Notes (any such Financial Covenant covenant, undertaking, restriction, event of default or other Relevant Provision described in clause (i) or (ii)provision, a an “More Favorable ProvisionAdditional Covenant”), then the Parent or the Company Borrowers shall provide a Most Favored Lender Notice in respect of such More Favorable Provision, together with written notice to the Bank AmendmentAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within 15 days after each holder’s five (5) Business Days of receipt of such notice, such More Favorable Provision Additional Covenant (including any associated cure period) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth in full fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable Provision shall have become Additional Covenant became effective under the Bank AmendmentExisting PNC Facility. Thereafter, upon the request of any holder of a Notethe Administrative Agent, the Parent and the Company Borrowers shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement reasonably requested by such holder the Administrative Agent evidencing any of the foregoing. Notwithstanding anything contained in this Section 6.14 to the contrary contrary, in no event shall any amendment to the covenant levels set forth in any covenant contained 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 More Favorable Provision, then it shall not be required to provide a Most Favored Lender Notice in connection with its delivery Existing PNC Facility as of the Bank Amendment Closing Date be deemed 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 the Company if they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be deemed automatically incorporated into, and constitute an Incorporated Provision under, this Agreement in accordance with the terms Additional Covenant for purposes of this Section 9.126.14.