Common use of Most Favored Lender Clause in Contracts

Most Favored Lender. (a) If at any time any Principal Credit Facility includes any Net Worth Financial Covenant whether (i) in an existing Principal Credit Facility, (ii) as a new provision in a new or existing Principal Credit Facility or (iii) by way of amendment or other modification of an existing provision (or any defined term used therein), in each case, not included in this Agreement or that would be more beneficial to the holders of the Notes than any analogous provision included in this Agreement (any such Net Worth Financial Covenant, an “Additional Provision”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of a Note. Such notice shall be signed by a Responsible Officer and shall refer to the provisions of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicable. Thereupon, unless waived in writing by the Required Holders within three Business Days after receipt of such notice by the holders of the Notes, such Additional Provision (and any related definitions) will be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that such Additional Provision became effective under such Principal Credit Facility. Thereafter, upon the request of any holder of a Note, the Issuers will, at their expense, enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing.

Most Favored Lender. (a) If at any time (including as in effect on the Second Amendment Effective Date) any Principal Material Credit Facility includes shall include any Net Worth Financial Covenant Covenant, any event of default (whether (i) in an existing Principal Credit Facility, (ii) set forth as a new provision in a new or existing Principal Credit Facility or (iii) by way undertaking, event of amendment default, prepayment event or other modification of an existing provision (such provision) or any defined term used therein), in each case, prepayment right not included in this Agreement set forth herein or that would be more beneficial to the holders of the Notes than any analogous provision included contained in this Agreement (any such Net Worth Financial Covenant, event of default or prepayment right, an “Additional Provision”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of Company shall provide a Note. Such notice shall be signed by a Responsible Officer and shall refer Most Favored Lender Notice to the provisions holders of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicablethe Notes. Thereupon, unless waived in writing by the Required Holders within three Business Days after thirty (30) days of receipt of such notice Most Favored Lender Notice by the holders of the Notes, such Additional Provision (and any related definitions) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandismutandis (including any grace period, if applicable, with respect thereto), as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that when such Additional Provision became effective under such Principal Material Credit Facility. Thereafter, Thereafter upon the request of any holder of a Note, the Issuers will, at their expense, Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing.. As used herein, “

Most Favored Lender. (a) If at any time (including as in effect on the Effective Date) any Principal Credit Facility includes Material Debt Document shall include any Net Worth Financial Covenant financial covenant, any event of default (whether (i) in an existing Principal Credit Facility, (ii) set forth as a new provision in a new or existing Principal Credit Facility or (iii) by way undertaking, event of amendment default, prepayment event or other modification of an existing provision (such provision) or any defined term used therein), in each case, prepayment right not included in this Agreement set forth herein or that would be more beneficial to the holders of the Notes Lenders than any analogous provision included contained in this Agreement (any such Net Worth Financial Covenantfinancial covenant, event of default or prepayment right, an “Additional Provision”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of Borrower shall provide a Note. Such notice shall be signed by a Responsible Officer and shall refer Most Favored Lender Notice to the provisions of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicableAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Majority Lenders within three Business Days after thirty (30) days of receipt of such notice Most Favored Lender Notice by the holders of the NotesAdministrative Agent, such Additional Provision (and any related definitions) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandismutandis (including any grace period, if applicable, with respect thereto), as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that when such Additional Provision became effective under such Principal Credit FacilityMaterial Debt Document. ThereafterNotwithstanding any of the foregoing to the contrary, it is hereby agreed that if no such Most Favored Lender Notice is provided by the date required herein, such Additional Provision shall be deemed automatically incorporated by reference in accordance with the terms of the previous sentence, effective as of the date when such Additional Provision became effective under such Material Debt Document. Thereafter upon the request of any holder of a NoteLender, the Issuers will, at their expense, Borrower shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder Lender evidencing any of the foregoing.. As used herein, “

Most Favored Lender. (a) If at any time any Principal the Bank Credit Facility includes any Net Worth Financial Covenant whether (i) in an existing Principal Credit FacilityAgreement, (ii) as a new provision in a new or existing Principal Credit the NYL Note Facility or (iii) by way any other agreement evidencing Material Indebtedness shall include any financial covenant, undertaking, restriction, event of amendment default or other modification of an existing provision (or any defined term used therein)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 each casecontrol 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 included contained in this Agreement or that would be more beneficial to the holders of the Notes than any analogous covenant, undertaking, restriction, event of default or provision included contained in this Agreement (any such Net Worth Financial Covenantcovenant, undertaking, restriction, event of default or provision, an “Additional ProvisionCovenant”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of Company shall provide a Note. Such notice shall be signed by a Responsible Officer and shall refer Most Favored Lender Notice to the provisions holders of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicableNotes. Thereupon, unless waived in writing by the Required Holders within three five (5) Business Days after of receipt of such notice by the holders of the Notes, such Additional Provision Covenant (and including any related definitionsassociated cure period) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that when such Additional Provision Covenant became effective under the Bank Credit Agreement, the NYL Note Facility or such Principal Credit Facilityother agreement evidencing any Material Indebtedness, as applicable. Thereafter, upon the request of any holder of a Note, the Issuers will, at their expense, Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing.

Most Favored Lender. (a) If at any time (including as in effect on the First Amendment Effective Date) any Principal Material Credit Facility includes shall include any Net Worth Financial Covenant Covenant, any event of default (whether (i) in an existing Principal Credit Facility, (ii) set forth as a new provision in a new or existing Principal Credit Facility or (iii) by way undertaking, event of amendment default, prepayment event or other modification of an existing provision (such provision) or any defined term used therein), in each case, prepayment right not included in this Agreement set forth herein or that would be more beneficial to the holders of the Notes than any analogous provision included contained in this Agreement (any such Net Worth Financial Covenant, event of default or prepayment right, an “Additional Provision”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of Company shall provide a Note. Such notice shall be signed by a Responsible Officer and shall refer Most Favored Lender Notice to the provisions holders of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicablethe Notes. Thereupon, unless waived in writing by the Required Holders within three Business Days after thirty (30) days of receipt of such notice Most Favored Lender Notice by the holders of the Notes, such Additional Provision (and any related definitions) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandismutandis (including any grace period, if applicable, with respect thereto), as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that when such Additional Provision became effective under such Principal Material Credit Facility. Thereafter, upon the request of any holder of a Note, the Issuers will, at their expense, enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing Notwithstanding any of the foregoing.foregoing to

Most Favored Lender. (a) If at any time (including as in effect on the date of this Agreement) any Principal Material Credit Facility includes shall include any Net Worth Financial Covenant Covenant, any event of default (whether (i) in an existing Principal Credit Facility, (ii) set forth as a new provision in a new or existing Principal Credit Facility or (iii) by way undertaking, event of amendment default, prepayment event or other modification of an existing provision (such provision) or any defined term used therein), in each case, prepayment right not included in this Agreement set forth herein or that would be more beneficial to the holders of the Notes than any analogous provision included contained in this Agreement (any such Net Worth Financial Covenant, event of default or prepayment right, an “Additional Provision”), then the Issuers will, within three Business Days after the inclusion of such 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 Principal Credit Facility, deliver written notice thereof Additional Provisions in the Officer’s Certificate required to each holder of a Note. Such notice shall be signed by a Responsible Officer and shall refer delivered to the provisions of this Purchasers pursuant to Section 9.7 4.3(a) and shall set forth a verbatim statement of such (ii) with respect to any Additional Provision and any defined terms used thereinin effect after the date of Closing, and related explanatory calculations, as applicablea Most Favored Lender Notice to the holders of the Notes. Thereupon, unless waived in writing by the Required Holders within three Business Days after thirty (30) days of receipt of such notice Most Favored Lender Notice by the holders of the Notes, such Additional Provision (and any related definitions) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandismutandis (including any grace period, if applicable, with respect thereto), as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that when such Additional Provision became effective under such Principal Material Credit Facility. Thereafter, Thereafter upon the request of any holder of a Note, the Issuers will, at their expense, Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing.. As used herein, “

Most Favored Lender. (a) If In the event that the Bank Credit Agreement shall at any time contain any Principal Credit Facility includes any Net Worth Financial Covenant financial covenant, undertaking, restriction or other provision that provides for limitations on interest expense which, for the avoidance of doubt, shall include dividends or interest on Preferred Stock (however expressed and whether (i) in an existing Principal Credit Facility, (ii) stated as a new ratio, as a fixed threshold, as an event of default or otherwise) and such covenant, undertaking, restriction or provision in a new or existing Principal Credit Facility or (iii) by way of amendment or other modification of an existing provision (or any defined term used therein), in each case, is not included contained in this Agreement under substantially similar terms, or that would be more beneficial to the holders of the Notes than any analogous covenant, undertaking, restriction or provision included contained in this Agreement (any such Net Worth Financial Covenantcovenant, undertaking, restriction or provision, an “Additional ProvisionCovenant”)) then, then (1) the Issuers will, within three Business Days after the inclusion Company shall provide notice of such Additional Provision in such Principal Credit Facility, deliver written notice thereof Covenant to each holder of a Note. Such notice shall be signed by a Responsible Officer Note within five (5) Business Days thereof and shall refer to the provisions of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicable. Thereupon, (2) unless waived in writing by the Required Holders within three Business Days after receipt of such notice by the holders of the NotesHolders, such Additional Provision (and any related definitions) will Covenant shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that when such Additional Provision Covenant became effective under such Principal the Bank Credit FacilityAgreement. Thereafter, upon the request of any holder of a Note, the Issuers willCompany shall promptly, at their expenseits expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes), enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing.

Most Favored Lender. (a) If at any time any Principal Credit Facility includes any Net Worth Financial Covenant whether (i) in an existing Principal Credit Facility, (ii) as a new provision in a new or existing Principal Credit Facility or (iii) by way of amendment or other modification of an existing provision (or any defined term used therein), in each case, not included in this Agreement or that would be more beneficial to the holders of the Notes than any analogous provision included in this Agreement (any such Net Worth Financial Covenant, an “Additional Provision”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of a Note. Such notice shall be DB1/ 131461627.9 signed by a Responsible Officer and shall refer to the provisions of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicable. Thereupon, unless waived in writing by the Required Holders within three Business Days after receipt of such notice by the holders of the Notes, such Additional Provision (and any related definitions) will be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that such Additional Provision became effective under such Principal Credit Facility. Thereafter, upon the request of any holder of a Note, the Issuers will, at their expense, enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing.

Most Favored Lender. (a) If at any time any Principal Material Credit Facility includes any Net Worth Financial Covenant (whether (i) in an existing Principal Credit Facility, (ii) included as a new provision in a new or existing Principal Material Credit Facility or (iii) by way of amendment or other modification of an existing provision (or any defined term used therein), in each case, ) not included in this Agreement or that would be more beneficial to the holders of the Notes than any analogous provision included in this Agreement (any such Net Worth Financial Covenant, an “Additional ProvisionFinancial Covenant”), then the Issuers Company will, within three Business Days after the inclusion of such Additional Provision Financial Covenant in such Principal Material Credit Facility, deliver written notice thereof to each holder of a Note. Such notice shall be signed by a Responsible Officer and shall refer to the provisions of this Section 9.7 9.9 and shall set forth a verbatim statement of such Additional Provision Financial Covenant and any defined terms used therein, and related explanatory calculations, as applicable. Thereupon, unless waived in writing by the Required Holders within three Business Days after receipt of such notice by the holders of the Notes, such Additional Provision Financial Covenant (and any related definitions) will be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that such Additional Provision Financial Covenant became effective under such Principal Material Credit Facility. Thereafter, upon the request of any holder of a Note, the Issuers Company will, at their its expense, enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing.

Most Favored Lender. (a) If at any time any Principal after the date of this Agreement, the Specified Credit Facility includes shall include any Net Worth Financial Covenant whether (i) in an existing Principal Credit Facilityrestriction, (ii) as a new provision in a new or existing Principal Credit Facility or (iii) by way event of amendment default or other modification of an existing provision (or any defined term used therein)thereof shall be amended or otherwise modified) that restricts or limits investments by the Company or dividends or distributions to the shareholders of the Company and such restriction, in each case, event of default or provision is not included contained in this Agreement or that would be more beneficial to the holders of the Notes than any analogous restriction, event of default or provision included contained in this Agreement (any such Net Worth Financial Covenantrestriction, event of default or provision, an “Additional ProvisionCovenant”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of Company shall provide a Note. Such notice shall be signed by a Responsible Officer and shall refer Most Favored Lender Notice to the provisions holders of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicableNotes. Thereupon, unless waived in writing by the Required Holders within three ten (10) Business Days after of receipt of such notice by the holders of the Notes, such Additional Provision Covenant (and including any related definitionsassociated cure or grace period) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that after the date of this Agreement when such Additional Provision Covenant became effective under such Principal the Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Issuers will, at their expense, Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing.

Most Favored Lender. (a) If at any time (including as in effect on the Second Amendment Effective Date) any Principal Material Credit Facility includes shall include any Net Worth Financial Covenant Covenant, any event of default (whether (i) in an existing Principal Credit Facility, (ii) set forth as a new provision in a new or existing Principal Credit Facility or (iii) by way undertaking, event of amendment default, prepayment event or other modification of an existing provision (such provision) or any defined term used therein), in each case, prepayment right not included in this Agreement set forth herein or that would be more beneficial to the holders of the Notes than any analogous provision included contained in this Agreement (any such Net Worth Financial Covenant, event of default or prepayment right, an “Additional Provision”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of Company shall provide a Note. Such notice shall be signed by a Responsible Officer and shall refer Most Favored Lender Notice to the provisions holders of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicablethe Notes. Thereupon, unless waived in writing by the Required Holders within three Business Days after thirty (30) days of receipt of such notice Most Favored Lender Notice by the holders of the Notes, such Additional Provision (and any related definitions) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandismutandis (including any grace period, if applicable, with respect thereto), as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that when such Additional Provision became effective under such Principal Material Credit Facility. Thereafter, upon the request of any holder of a Note, the Issuers will, at their expense, enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing Notwithstanding any of the foregoing.foregoing to the contrary, it is hereby agreed that if no such Most Favored Lender Notice is provided by the date required herein, such Additional Provision shall be deemed automatically incorporated by reference in accordance with the terms of the previous sentence, effective as of the date when

Most Favored Lender. (a) If at any time any Principal the Revolving Credit Facility includes any Net Worth Financial Covenant whether Agreement or the other Loan Documents (as defined in the Revolving Credit Agreement) include (i) material covenants or events of default in an existing Principal favor of a Lender (as defined in the Revolving Credit Facility, Agreement) that are not provided for in this Installment Note or (ii) material covenants or events of default in favor of a Lender (as a new provision defined in a new the Revolving Credit Agreement) that are materially more restrictive than the same or existing Principal Credit Facility similar covenants or (iii) by way events of amendment or other modification of an existing provision (or any defined term used therein)default provided in this Installment Note, in each case, not included in this Agreement other than any such covenants or events of default that would be more beneficial specifically apply or refer to any subsidiary borrower from time to time party to the holders of Revolving Credit Agreement) and/or its subsidiaries or restricted subsidiaries (the Notes than any analogous provision included in this Agreement (any such Net Worth Financial Covenant, an “Additional ProvisionMost Favored Covenants”), then the Issuers will, within three Business Days after the inclusion (a) such additional or more restrictive CHAR1\1807749v3 covenants or events of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of a Note. Such notice default shall immediately and automatically be signed by a Responsible Officer and shall refer to the provisions of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicable. Thereupon, unless waived in writing by the Required Holders within three Business Days after receipt of such notice by the holders of the Notes, such Additional Provision (and any related definitions) will be deemed automatically incorporated by reference into in this Agreement, mutatis mutandis, Installment Note as if set forth fully herein, without mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Installment Note except pursuant to the provisions of Section 24, and (b) the Borrower shall promptly, and in any further action required on the part of event within five (5) days after entering into any Personsuch Most Favored Covenant, effective as of the date that such Additional Provision became effective under such Principal Credit Facilityso advise Holder in writing. Thereafter, upon the request of any holder of a NoteHolder, the Issuers willBorrower shall enter into an amendment to this Installment Note with Holder evidencing the incorporation of such incremental or more restrictive covenant or event of default, at their expense, it being agreed that any failure to make such request or to enter into any additional agreement such amendment shall in no way qualify or amendment to this Agreement reasonably requested limit the incorporation by such holder evidencing any reference described in clause (a) of the foregoing.immediately preceding sentence. CHAR1\1807749v3 APPENDIX A TO INSTALLMENT NOTE

Most Favored Lender. (ai) If at any time after the Closing Date the 2010 Note Purchase Agreement shall include any Principal Credit Facility includes any Net Worth Financial Covenant whether (i) in an existing Principal Credit Facilityfinancial covenant, (ii) as a new provision in a new or existing Principal Credit Facility or (iii) by way undertaking, restriction, event of amendment default or other modification of an existing provision (or any defined term used therein)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 each casecontrol 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 included contained in this Agreement or that would be more beneficial to the holders of the Notes Lenders than any analogous covenant, undertaking, restriction, event of default or provision included contained in this Agreement (any such Net Worth Financial Covenantcovenant, undertaking, restriction, event of default or provision, an “Additional ProvisionCovenant”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of Borrowers shall provide a Note. Such notice shall be signed by a Responsible Officer and shall refer Most Favored Lender Notice to the provisions of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicableAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within three five (5) Business Days after of receipt of such notice by the holders of the Notesnotice, such Additional Provision Covenant (and including any related definitionsassociated cure period) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that when such Additional Provision Covenant became effective under such Principal Credit Facilitythe 2010 Note Purchase Agreement. Thereafter, upon the request of any holder of a Notethe Administrative Agent, the Issuers will, at their expense, Borrowers shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder the Administrative Agent evidencing any of the foregoing.

Most Favored Lender. (a) If at During the Additional Covenant Period, the Borrower shall deliver to the Administrative Agent a written notice of any time any Principal Credit Facility includes any Net Worth Financial Additional Covenant whether (i) included in an existing Principal Credit Facility, (ii) as a new provision in a new or existing Principal Credit Additional Facility or an Amended Facility within five (iii5) by way of amendment or other modification of an existing provision (or any defined term used therein), in each case, not included in this Agreement or that would be more beneficial to the holders Business Days of the Notes than any analogous provision included in this Agreement (any such Net Worth Financial Covenant, an “Additional Provision”), then the Issuers will, within three Business Days after the inclusion of date it enters into such Additional Provision in such Principal Credit Facility or Amended Facility, deliver written notice thereof to each holder of a Note. Such notice Notice shall be signed by a Responsible Officer the Borrower’s senior financial officer and shall refer to the provisions of this Section 9.7 and shall set forth in reasonable detail a verbatim statement description of such the Additional Provision and Covenant, including any defined terms used therein, therein and related explanatory calculations, as applicable. Thereupon, unless Except for any Additional Covenant that has been expressly waived in writing by the Agents or Required Holders Lenders before the commencement of the Additional Covenant Period or is so waived in writing within three Business Days fifteen days after the Administrative Agent’s receipt of such a notice by the holders of the NotesAdditional Covenant, such Additional Provision Covenant (and any related definitionsi) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that when such Additional Provision became Covenant shall have become effective under such Principal Credit Facility. Thereafter, upon Additional Facility or Amended Facility and the request of any holder of a Note, the Issuers will, at their expense, enter into any additional agreement or Administrative Agent will be authorized to execute an amendment to this the Credit Agreement reasonably requested by adding such holder evidencing covenant and (ii) shall be effective only during the Additional Covenant Period, after which time such Additional Covenant shall no longer have any of the foregoing.force or

Most Favored Lender. (a) If The Company covenants and agrees that if at any time any Principal Credit Facility includes Document shall include any Net Worth Financial Covenant financial requirement or condition pertaining to the Company, any Credit Party and/or MDA Pledgor (however expressed and whether (i) in an existing Principal Credit Facility, (ii) stated as a new provision in a new covenant, event of default or existing Principal Credit Facility or (iii) by way of amendment or other modification of an existing provision (or any defined term used thereinotherwise), in each case, which is not included in this Agreement or that would be which is more beneficial to the holders of the Notes restrictive than any analogous comparable provision included in this Agreement (any such Net Worth Financial Covenant, an a “Additional Most Favored Provision”), then the Issuers will, within three Business Days after the inclusion of (i) such Additional Most Favored Provision in such Principal Credit Facility, deliver written notice thereof to each holder of a Note. Such notice shall immediately and automatically be signed by a Responsible Officer and shall refer to the provisions of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicable. Thereupon, unless waived in writing by the Required Holders within three Business Days after receipt of such notice by the holders of the Notes, such Additional Provision (and any related definitions) will be deemed automatically incorporated by reference into in this Agreement, mutatis mutandis, Agreement as if set forth fully hereintherein, mutatis mutandis, (ii) the Company shall promptly, and in any event within five (5) days of such Most Favored Provision becoming effective under any Credit Document, so advise each holder of Notes in writing, providing with such notice a copy of the applicable Credit Document(s), (iii) thereafter, (A) so long as no Default or Event of Default shall then exist under or in respect of such incorporated Most Favored Provision, then such Most Favored Provision shall automatically (without any further action required on being taken by the part of any Person, effective as of the date that such Additional Provision became effective under such Principal Credit Facility. Thereafter, upon the request of Company or any holder of a Note, the Issuers will, at their expense, enter into any additional agreement or amendment ) cease to be incorporated in this Agreement reasonably requested simultaneously with the termination of such Credit Document (in accordance with its terms and not in connection with a temporary waiver of rights thereunder) or (B) if a Default or Event of Default shall exist under or in respect of such incorporated Most Favored Provision on such termination date, then such Most Favored Provision shall continue in effect until such Default or Event of Default shall be cured or waived in accordance with the applicable provisions of this Agreement, and (iv) such Most Favored Provision shall automatically (without any further action being taken by the Company or any holder of a Note other than as set forth below) be further modified if such holder evidencing any of the foregoing.Most Favored

Most Favored Lender. (a) If at any time after the Closing Date the Existing PNC Facility shall include any Principal Credit Facility includes any Net Worth Financial Covenant whether (i) in an existing Principal Credit Facilityfinancial covenant, (ii) as a new provision in a new or existing Principal Credit Facility or (iii) by way undertaking, restriction, event of amendment default or other modification of an existing provision (or any defined term used therein)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 each casecontrol 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 included contained in this Agreement or that would be more beneficial to the holders of the Notes Lenders than any analogous covenant, undertaking, restriction, event of default or provision included contained in this Agreement (any such Net Worth Financial Covenantcovenant, undertaking, restriction, event of default or provision, an “Additional ProvisionCovenant”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver Borrowers shall provide a written notice thereof to each holder of a Note. Such notice shall be signed by a Responsible Officer and shall refer to the provisions of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicableAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within three five (5) Business Days after of receipt of such notice by the holders of the Notesnotice, such Additional Provision Covenant (and including any related definitionsassociated cure period) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that when such Additional Provision Covenant became effective under such Principal Credit the Existing PNC Facility. Thereafter, upon the request of any holder of a Notethe Administrative Agent, the Issuers will, at their expense, Borrowers shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder the Administrative Agent evidencing any of the foregoing. Notwithstanding anything contained in this Section 6.14 to the contrary, in no event shall any amendment to the covenant levels set forth in any covenant contained in the Existing PNC Facility as of the Closing Date be deemed to constitute an Additional Covenant for purposes of this Section 6.14.

Most Favored Lender. (a) If at any time any Principal Credit Facility includes any Net Worth Financial Covenant whether (i) in an existing Principal Credit Facility, (ii) as a new provision in a new or existing Principal Credit Facility or (iii) by way of amendment or other modification of an existing provision (or any defined term used therein), in each case, not included in this Agreement or that would be more beneficial to the holders of the Notes than any analogous provision included in this Agreement (any such Net Worth Financial Covenant, an “Additional Provision”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of a Note. Such notice shall be signed by a Responsible Officer and shall refer to the provisions of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicable. Thereupon, unless waived Unless otherwise specified in writing by the Required Holders within three Business Days Holder(s), if Holdings, the Company, or any Subsidiary of Holdings, agrees to or permits to exist at any time on or after receipt of such notice by April 1, 2003 with or for the holders benefit of the Notesholder(s) of any Indebtedness of Holdings, the Company or any such Additional Provision Subsidiary, any Person(s) with commitments to provide loans or other financial accommodations to Holdings, the Company or any such Subsidiary, or any lessor of any personal or real property to Holdings, the Company or any such Subsidiary, including as a result of any amendment, supplement, restatement or other modification of any agreement then in effect, any financial covenant, event of default based on financial matters or any other provision that in effect functions as a financial covenant, including, without limitation, under the Credit Agreement, the Equipment Lease or the Refinancing Agreement (and as defined below), which is in addition to, or more restrictive than, any related definitions) will be deemed automatically incorporated by reference into financial covenant or default contained in this Agreement, mutatis mutandiswhether by incorporation by reference pursuant to this paragraph 2C or otherwise (a "More Restrictive Provision"), as if set forth fully herein, without any further action required on the part of any Person, then effective as of the date that later of (i) April 1, 2003, or (ii) the time Holdings, the Company or such Additional Subsidiary first becomes subject to any such More Restrictive Provision, such More Restrictive Provision became effective under shall be incorporated herein by reference as though fully set forth herein and this Agreement shall be deemed amended at such Principal time to include such More Restrictive Provision herein for the benefit of the Holders. Notwithstanding the foregoing, if at any time on or before December 31, 2003 (i) Holdings and/or the Company has entered into a financing arrangement (the "REFINANCING AGREEMENT") to refinance the Credit FacilityAgreement, and (ii) the Credit Agreement shall have been terminated and all obligations thereunder have been satisfied, then any More Restrictive Provision incorporated herein by reference to the Credit Agreement shall be deemed deleted. Thereafter, upon At any time at the request of any holder of a Notethe Required Holder(s), Holdings and the Issuers will, at their expense, Company shall enter into an agreement with the Holders, in form and substance reasonably satisfactory to the Holders, which memorializes any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing pursuant to this paragraph 2C including any More Restrictive Provision herein. This paragraph 2C shall not apply to any More Restrictive Provision which exists for the benefit of the foregoingholder(s) of Indebtedness of Holdings, the Company or any Subsidiary of Holdings in an aggregate amount of $5,000,000 or less.

Most Favored Lender. (ai) If at any time (including as in effect on the Sixth Amendment Effective Date) any Principal Material Credit Facility includes shall include any Net Worth Financial Covenant Covenant, any event of default (whether (i) in an existing Principal Credit Facility, (ii) set forth as a new provision in a new or existing Principal Credit Facility or (iii) by way undertaking, event of amendment default, prepayment event or other modification of an existing provision (such provision) or any defined term used therein), in each case, prepayment right not included in this Agreement set forth herein or that would be more beneficial to the holders of the Notes than any analogous provision included contained in this Agreement (any such Net Worth Financial Covenant, event of default or prepayment right, an “Additional Provision”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of Company shall provide a Note. Such notice shall be signed by a Responsible Officer and shall refer Most Favored Lender Notice to the provisions holders of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicablethe Notes. Thereupon, unless waived in writing by the Required Holders within three Business Days after thirty (30) days of receipt of such notice Most Favored Lender Notice by the holders of the Notes, such Additional Provision (and any related definitions) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandismutandis (including any grace period, if applicable, with respect thereto), as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that when such Additional Provision became effective under such Principal Material Credit Facility. Thereafter, Thereafter upon the request of any holder of a Note, the Issuers will, at their expense, Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing.. As used herein, “

Most Favored Lender. (a) If at any time (including as in effect on the First Amendment Effective Date) any Principal Material Credit Facility includes shall include any Net Worth Financial Covenant Covenant, any event of default (whether (i) in an existing Principal Credit Facility, (ii) set forth as a new provision in a new or existing Principal Credit Facility or (iii) by way undertaking, event of amendment default, prepayment event or other modification of an existing provision (such provision) or any defined term used therein), in each case, prepayment right not included in this Agreement set forth herein or that would be more beneficial to the holders of the Notes than any analogous provision included contained in this Agreement (any such Net Worth Financial Covenant, event of default or prepayment right, an “Additional Provision”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of Company shall provide a Note. Such notice shall be signed by a Responsible Officer and shall refer Most Favored Lender Notice to the provisions holders of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicablethe Notes. Thereupon, unless waived in writing by the Required Holders within three Business Days after thirty (30) days of receipt of such notice Most Favored Lender Notice by the holders of the Notes, such Additional Provision (and any related definitions) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandismutandis (including any grace period, if applicable, with respect thereto), as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that when such Additional Provision became effective under such Principal Material Credit Facility. Thereafter, Thereafter upon the request of any holder of a Note, the Issuers will, at their expense, Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing.. As used herein, “

Most Favored Lender. (ai) If at any time after the Closing Date the 2010 Note Purchase Agreement or any Principal Credit Facility includes other agreement evidencing any Net Worth Financial Covenant whether (i) in an existing Principal Credit FacilityMaterial Indebtedness shall include any financial covenant, (ii) as a new provision in a new or existing Principal Credit Facility or (iii) by way undertaking, restriction, event of amendment default or other modification of an existing provision (or any defined term used therein)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 each casecontrol 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 included contained in this Agreement or that would be more beneficial to the holders of the Notes Lenders than any analogous covenant, undertaking, restriction, event of default or provision included contained in this Agreement (any such Net Worth Financial Covenantcovenant, undertaking, restriction, event of default or provision, an “Additional ProvisionCovenant”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of Borrowers shall provide a Note. Such notice shall be signed by a Responsible Officer and shall refer Most Favored Lender Notice to the provisions of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicableAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within three five (5) Business Days after of receipt of such notice by the holders of the Notesnotice, such Additional Provision Covenant (and including any related definitionsassociated cure period) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that when such Additional Provision Covenant became effective under the 2010 Note Purchase Agreement or such Principal Credit Facilityother agreement evidencing any Material Indebtedness, as applicable. Thereafter, upon the request of any holder of a Notethe Administrative Agent, the Issuers will, at their expense, Borrowers shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder the Administrative Agent evidencing any of the foregoing.

Most Favored Lender. (a) If at any time the Issuer enters into a subsequent secured debt financing arrangement with any Principal Credit Facility Person and the documentation includes any Net Worth Financial Covenant whether (ia) covenants or events of default (including related definitions) in an existing Principal Credit Facility, (ii) as a new provision in a new or existing Principal Credit Facility or (iii) by way favor of amendment or other modification of an existing provision (or any defined term used therein), in each case, such third-party that are not included provided for in this Agreement or the Notes, (b) covenants or events of default (including related definitions) in favor of such third-party, that would be are more beneficial to restrictive than the holders of the Notes than any analogous provision included same or similar provisions provided for in this Agreement or the Notes and/or (c) requirements for such subsequent financing, to be secured by collateral or guaranteed by Subsidiaries of the Issuer that are not already Guarantors hereunder (any such Net Worth Financial Covenantor all of the foregoing, an collectively, the “Additional ProvisionMost Favored Lender Provisions”), then the Issuers will, within three Business Days after the inclusion of (i) such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of a Note. Such notice Most Favored Lender Provisions shall be signed by a Responsible Officer immediately and shall refer to the provisions of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicable. Thereupon, unless waived in writing by the Required Holders within three Business Days after receipt of such notice by the holders of the Notes, such Additional Provision (and any related definitions) will automatically be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, Agreement as if set forth fully hereinherein and therein, without any further action required on mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the part provisions of any PersonSection 10(a), effective as of and (ii) the date that such Additional Provision became effective under such Principal Credit FacilityIssuer and the Guarantors shall promptly so advise the Agent in writing. Thereafter, upon the request of any holder of a Notethe Agent, the Issuers will, at their expense, Issuer and the Guarantors shall enter into any additional agreement or an amendment to this Agreement reasonably requested by such holder evidencing any and the Notes (at the expense of the foregoingIssuer) evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence.

Most Favored Lender. (a) If at any time (including as in effect on the Effective Date) any Principal Credit Facility includes Material Debt Document shall include any Net Worth Financial Covenant financial covenant, any event of default (whether (i) in an existing Principal Credit Facility, (ii) set forth as a new provision in a new or existing Principal Credit Facility or (iii) by way undertaking, event of amendment default, prepayment event or other modification of an existing provision (such provision) or any defined term used therein), in each case, prepayment right not included in this Agreement set forth herein or that would be more beneficial to the holders of the Notes Lenders than any analogous provision included contained in this Agreement (any such Net Worth Financial Covenantfinancial covenant, event of default or prepayment right, an “Additional Provision”), then the Issuers will, within three Business Days after the inclusion of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of Borrower shall provide a Note. Such notice shall be signed by a Responsible Officer and shall refer Most Favored Lender Notice to the provisions of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicableAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within three Business Days after thirty (30) days of receipt of such notice Most Favored Lender Notice by the holders of the NotesAdministrative Agent, such Additional Provision (and any related definitions) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandismutandis (including any grace period, if applicable, with respect thereto), as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that when such Additional Provision became effective under such Principal Credit FacilityMaterial Debt Document. ThereafterNotwithstanding any of the foregoing to the contrary, it is hereby agreed that if no such Most Favored Lender Notice is provided by the date required herein, such Additional Provision shall be deemed automatically incorporated by reference in accordance with the terms of the previous sentence, effective as of the date when such Additional Provision became effective under such Material Debt Document. Thereafter upon the request of any holder of a NoteLender, the Issuers will, at their expense, Borrower shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder Lender evidencing any of the foregoing.. As used herein, “

Most Favored Lender. (a) If as of, or at any time after, the date of this Agreement any Principal Material Credit Facility includes contains any Net Worth Financial Covenant whether (i) in an existing Principal Credit Facility, (ii) as a new provision in a new or existing Principal Credit Facility or (iii) by way of amendment or other modification of an existing provision (or any defined term used therein), in each case, Relevant Provision that is not included contained in this Agreement or a Relevant Provision that is contained in this Agreement which would in any respect be more beneficial to the holders of Lenders than the Notes than any analogous provision included Relevant Provisions set forth in this Agreement (any such Net Worth Financial Covenantprovision, an a “Additional More Favorable Provision”), then the Issuers will, within three Business Days after Parent Guarantor or the inclusion Borrower shall provide a Most Favored Lender Notice in respect of such Additional Provision in such Principal Credit Facility, deliver written notice thereof to each holder of a Note. Such notice shall be signed by a Responsible Officer and shall refer to the provisions of this Section 9.7 and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatory calculations, as applicableMore Favorable Provision. Thereupon, unless waived in writing by the Required Holders Lenders within three Business Days 15 days after each Lender’s receipt of such notice by the holders of the Notesnotice, such Additional More Favorable Provision (and any related definitions) will shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully in full herein, without any further action required on the part of any Person, effective as of the date that when such Additional More Favorable Provision became shall have become effective under such Principal Material Credit Facility. ThereafterFacility and, upon at the request of any holder of a Notethe Lenders, the Issuers will, Joint Obligors shall (at their the Borrower’s sole cost and expense, ) enter into any additional agreement or amendment to this Agreement reasonably requested by such holder the Lenders evidencing any of the foregoing. Any More Favorable Provision incorporated into this Agreement is herein referred to as an “Incorporated Provision”.

Most Favored Lender. (a) If at any time any Principal Material Credit Facility includes any Net Worth Financial Covenant or Prepayment/Purchase Provision (in each case whether (i) in an existing Principal Credit Facility, (ii) included as a new provision in a new or existing Principal Material Credit Facility or (iii) by way of amendment or other modification of an existing provision (or any defined term used therein), in each case, ) not included in this Agreement or that would be more beneficial to the holders of the Notes than any analogous provision included in this Agreement (any such Net Worth Financial Covenant, an “Additional Financial Covenant”; and any such Prepayment/Purchase Provision, an “Additional Prepayment/Purchase Provision”), then the Issuers Company will, within three Business Days after the inclusion of such Additional Financial Covenant or Additional Prepayment/Purchase Provision in such Principal Material Credit Facility, deliver written notice thereof to each holder of a Note. Such notice shall be signed by a Responsible Officer and shall refer to the provisions of this Section 9.7 9.9 and shall set forth a verbatim statement of such Additional Financial Covenant or Additional Prepayment/Purchase Provision and any defined terms used therein, and related explanatory calculations, as applicable. Thereupon, unless waived in writing by the Required Holders within three Business Days after receipt of such notice by the holders of the Notes, such Additional Financial Covenant or Additional Prepayment/Purchase Provision (and any related definitions) will be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that such Additional Financial Covenant or Additional Prepayment/Purchase Provision became effective under such Principal Material Credit Facility. Thereafter, upon the request of any holder of a Note, the Issuers Company will, at their its expense, enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing.