Common use of Most Favored Lender Clause in Contracts

Most Favored Lender. In the event the Primary Credit Facility contains one or more Material Covenants that are either not set forth in this Agreement or more beneficial to the lenders under the Primary Credit Facility than the Material Covenants set forth in this Agreement (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 automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event within 10 Business Days of such inclusion (or pursuant to Section 4.17 in the case of any More Favorable Covenants at the First Closing), to the holders of the 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 However, if the Primary Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded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 same 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 fee or other consideration shall be given to the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, on the whole, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility as of the effective date of this Agreement), the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.16) shall not be loosened or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16.

Most Favored Lender. In the event the Primary (a) If at any time a Material Credit Facility contains shall contain any financial covenant that relates to one or more Material Covenants that are either not set forth in this Agreement numerical measures of the financial condition or more beneficial to the lenders under the Primary Credit Facility than the Material Covenants set forth in this Agreement results of operations (including any necessary definitions, a “More Favorable Covenant”), this Agreement, without any further action on the part consolidated or otherwise) of the Company or the Trust (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default, or otherwise, including, without limitation, financial covenants of the type included in Section 9.36.19, 9.56.21(iii) and 9.66.21(iv) of the Material Credit Facility described in clause (a) in the definition of Material Credit Facility) (or any thereof shall be amended, restated or otherwise modified) and such financial covenant is not contained in this Agreement or would be more beneficial, directly or indirectly, to the holders of the NotesNotes than the financial covenants in Sections 10.7 through 10.10 of this Agreement as of the date hereof (any such financial covenant, shall be deemed to automatically amended to include each such More Favorable a “Financial Covenant. The ”), then the Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and promptly (but in any event within 10 ten Business Days of such inclusion (or pursuant to Section 4.17 in from the case of any More Favorable Covenants at the First Closing), occurrence thereof) provide written notice thereof to the holders of the Notes, setting forth a reasonably detailed description of which notice shall refer specifically to this Section 9.8 and shall describe in reasonable detail the Financial Covenant and the relevant ratios or thresholds contained therein. Thereupon, such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if the Primary 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 Financial Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from incorporated by reference into this Agreement at such timeAgreement, mutatis mutandis, as if it should occurset forth fully herein, when such Default or Event of Default no longer exists; provided further, however, that if without any fee or other consideration shall be given to the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, further action required on the wholepart of any Person, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility effective as of the date when such Financial Covenant became effective date under such Material Credit Facility. Upon the request of the Required Holders, the Company shall enter into an additional agreement or an amendment to this AgreementAgreement (as the Required Holders may request), evidencing the equivalent incorporation of such fee or other consideration shall be given, pro rata, to Financial Covenant into this Agreement substantially as provided for in the holders of the NotesMaterial Credit Facility. Notwithstanding the foregoing, the this Section shall not apply to covenants or defaults (and related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.16) shall not be loosened any agreements or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, documents evidencing or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16securing Non-recourse Indebtedness.

Most Favored Lender. In the event the Primary a. If at any time a Material Credit Facility contains shall contain any financial covenant that relates to one or more Material Covenants that are either not set forth in this Agreement numerical measures of the financial condition or more beneficial to the lenders under the Primary Credit Facility than the Material Covenants set forth in this Agreement results of operations (including any necessary definitions, a “More Favorable Covenant”), this Agreement, without any further action on the part consolidated or otherwise) of the Company or the Trust (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default, or otherwise, including, without limitation, financial covenants of the type included in Section 9.56.19, 6.21(iii) and 6.21(iv) of the Material Credit Facility described in clause (a) in the definition of Material Credit Facility) (or any thereof shall be amended, restated or otherwise modified) and such financial covenant is not contained in this Agreement or would be more beneficial, directly or indirectly, to the holders of the NotesNotes than the financial covenants in Sections 10.7 through 10.10 of this Agreement as of the date hereof (any such financial covenant, shall be deemed to automatically amended to include each such More Favorable a “Financial Covenant. The ”), then the Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and promptly (but in any event within 10 ten Business Days of such inclusion (or pursuant to Section 4.17 in from the case of any More Favorable Covenants at the First Closing), occurrence thereof) provide written notice thereof to the holders of the Notes, setting forth a reasonably detailed description of which notice shall refer specifically to this Section 9.8 and shall describe in reasonable detail the Financial Covenant and the relevant ratios or thresholds contained therein. Thereupon, such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if the Primary 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 Financial Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from incorporated by reference into this Agreement at such timeAgreement, mutatis mutandis, as if it should occurset forth fully herein, when such Default or Event of Default no longer exists; provided further, however, that if without any fee or other consideration shall be given to the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, further action required on the wholepart of any Person, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility effective as of the date when such Financial Covenant became effective date under such Material Credit Facility. Upon the request of the Required Holders, the Company shall enter into an additional agreement or an amendment to this AgreementAgreement (as the Required Holders may request), evidencing the equivalent incorporation of such fee or other consideration shall be given, pro rata, to Financial Covenant into this Agreement substantially as provided for in the holders of the NotesMaterial Credit Facility. Notwithstanding the foregoing, the this Section shall not apply to covenants or defaults (and related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.16) shall not be loosened any agreements or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, documents evidencing or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16securing Non-recourse Indebtedness.

Most Favored Lender. In the event the Primary (a) If at any time a Material Credit Facility contains shall contain any financial covenant that relates to one or more Material Covenants that are either not set forth in this Agreement numerical measures of the financial condition or more beneficial to the lenders under the Primary Credit Facility than the Material Covenants set forth in this Agreement results of operations (including any necessary definitions, a “More Favorable Covenant”), this Agreement, without any further action on the part consolidated or otherwise) of the Company or the Trust (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default, or otherwise, including, without limitation, financial covenants of the type included in Section 9.3, 9.5 and 9.6 of the Material Credit Facility described in clause (a) in the definition of Material Credit Facility) (or any thereof shall be amended, restated or otherwise modified) and such financial covenant is not contained in this Agreement or would be more beneficial, directly or indirectly, to the holders of the NotesNotes than the financial covenants in Sections 10.7 through 10.10 of this Agreement as of the date hereof (any such financial covenant, shall be deemed to automatically amended to include each such More Favorable a “Financial Covenant. The ”), then the Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and promptly (but in any event within 10 ten Business Days of such inclusion (or pursuant to Section 4.17 in from the case of any More Favorable Covenants at the First Closing), occurrence thereof) provide written notice thereof to the holders of the Notes, setting forth a reasonably detailed description of which notice shall refer specifically to this Section 9.8 and shall describe in reasonable detail the Financial Covenant and the relevant ratios or thresholds contained therein. Thereupon, such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if the Primary 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 Financial Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from incorporated by reference into this Agreement at such timeAgreement, mutatis mutandis, as if it should occurset forth fully herein, when such Default or Event of Default no longer exists; provided further, however, that if without any fee or other consideration shall be given to the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, further action required on the wholepart of any Person, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility effective as of the date when such Financial Covenant became effective date under such Material Credit Facility. Upon the request of the Required Holders, the Company shall enter into an additional agreement or an amendment to this AgreementAgreement (as the Required Holders may request), evidencing the equivalent incorporation of such fee or other consideration shall be given, pro rata, to Financial Covenant into this Agreement substantially as provided for in the holders of the NotesMaterial Credit Facility. Notwithstanding the foregoing, the this Section shall not apply to covenants or defaults (and related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.16) shall not be loosened any agreements or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, documents evidencing or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16securing Non‑recourse Indebtedness.

Most Favored Lender. In the event the Primary (a) If at any time a Material Credit Facility contains shall contain any financial covenant that relates to one or more Material Covenants that are either not set forth in this Agreement numerical measures of the financial condition or more beneficial to the lenders under the Primary Credit Facility than the Material Covenants set forth in this Agreement results of operations (including any necessary definitions, a “More Favorable Covenant”), this Agreement, without any further action on the part consolidated or otherwise) of the Company or the Trust (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default, or otherwise, including, without limitation, financial covenants of the type included in Section 9.5 of the Material Credit Facility described in clause (a) in the definition of Material Credit Facility) (or any thereof shall be amended, restated or otherwise modified) and such financial covenant is not contained in this Agreement or would be more beneficial, directly or indirectly, to the holders of the NotesNotes than the financial covenants in Sections 10.7 through 10.10 of this Agreement as of the date hereof (any such financial covenant, shall be deemed to automatically amended to include each such More Favorable a “Financial Covenant. The ”), then the Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and promptly (but in any event within 10 ten Business Days of such inclusion (or pursuant to Section 4.17 in from the case of any More Favorable Covenants at the First Closing), occurrence thereof) provide written notice thereof to the holders of the Notes, setting forth a reasonably detailed description of which notice shall refer specifically to this Section 9.8 and shall describe in reasonable detail the Financial Covenant and the relevant ratios or thresholds contained therein. Thereupon, such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if the Primary 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 Financial Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from incorporated by reference into this Agreement at such timeAgreement, mutatis mutandis, as if it should occurset forth fully herein, when such Default or Event of Default no longer exists; provided further, however, that if without any fee or other consideration shall be given to the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, further action required on the wholepart of any Person, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility effective as of the date when such Financial Covenant became effective date under such Material Credit Facility. Upon the request of the Required Holders, the Company shall enter into an additional agreement or an amendment to this AgreementAgreement (as the Required Holders may request), evidencing the equivalent incorporation of such fee or other consideration shall be given, pro rata, to Financial Covenant into this Agreement substantially as provided for in the holders of the NotesMaterial Credit Facility. Notwithstanding the foregoing, the this Section shall not apply to covenants or defaults (and related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.16) shall not be loosened any agreements or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, documents evidencing or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16securing Non-recourse Indebtedness.

Most Favored Lender. In the event the Primary (a) If at any time a Material Credit Facility contains shall contain any financial covenant that relates to one or more Material Covenants that are either not set forth in this Agreement numerical measures of the financial condition or more beneficial to the lenders under the Primary Credit Facility than the Material Covenants set forth in this Agreement results of operations (including any necessary definitions, a “More Favorable Covenant”), this Agreement, without any further action on the part consolidated or otherwise) of the Company or the Trust (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default, or otherwise, including, without limitation, financial covenants of the type included in Section 6.19, 6.21(iii) and 6.21(iv) of the Material Credit Facility described in clause (a) of the definition of “Material Credit Facility”) (or any thereof shall be amended, restated or otherwise modified) and such financial covenant is not contained in this Agreement or would be more beneficial, directly or indirectly, to the holders of the NotesNotes than the financial covenants in Sections 10.7 through 10.10 of this Agreement as of the date hereof (any such financial covenant, shall be deemed to automatically amended to include each such More Favorable a “Financial Covenant. The ”), then the Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and promptly (but in any event within 10 ten Business Days of such inclusion (or pursuant to Section 4.17 in from the case of any More Favorable Covenants at the First Closing), occurrence thereof) provide written notice thereof to the holders of the Notes, setting forth a reasonably detailed description of which notice shall refer specifically to this Section 9.8 and shall describe in reasonable detail the Financial Covenant and the relevant ratios or thresholds contained therein. Thereupon, such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if the Primary 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 Financial Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from incorporated by reference into Section 10 of this Agreement at such timeAgreement, mutatis mutandis, as if it should occurset forth fully herein, when such Default or Event of Default no longer exists; provided further, however, that if without any fee or other consideration shall be given to the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, further action required on the wholepart of any Person, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility effective as of the date when such Financial Covenant became effective date under such Material Credit Facility. Upon the request of the Required Holders, the Company shall enter into an additional agreement or an amendment to this AgreementAgreement (as the Required Holders may request), evidencing the equivalent incorporation of such fee or other consideration shall be given, pro rata, to Financial Covenant into this Agreement substantially as provided for in the holders of the NotesMaterial Credit Facility. Notwithstanding the foregoing, the this Section shall not apply to covenants or defaults (and related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.16) shall not be loosened any agreements or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, documents evidencing or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16securing Non‑recourse Indebtedness.

Most Favored Lender. In the event the Primary (a) If at any time a Material Credit Facility contains shall contain any financial covenant that relates to one or more numerical measures of the financial condition or results of operations (consolidated or otherwise) of the Company (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default, or otherwise, including, without limitation, financial covenants of the type included in Section 9.56.19, 6.21(iii) and 6.21(iv) of the Material Covenants that are either Credit Facility described in clause (a) in the definition of Material Credit Facility) (or any thereof shall be amended, restated or otherwise modified) and such financial covenant is not set forth contained in this Agreement or would be more beneficial beneficial, directly or indirectly, to the lenders under holders of the Primary Credit Facility Notes than the Material Covenants set forth financial covenants in Sections 10.7 through 10.10 incorporated into this Agreement as of the date hereof (including any necessary definitionssuch financial covenant, a “More Favorable Financial Covenant”), this Agreement, without any further action on the part of then the Company or the holders of the Notes, shall be deemed to automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and promptly (but in any event within 10 ten Business Days of such inclusion (or pursuant to Section 4.17 in from the case of any More Favorable Covenants at the First Closing), occurrence thereof) provide written notice thereof to the holders of the Notes, setting forth a reasonably detailed description of which notice shall refer specifically to this Section 9.8 and shall describe in reasonable detail the Financial Covenant and the relevant ratios or thresholds contained therein. Thereupon, such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if the Primary 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 Financial Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from incorporated by reference into this Agreement at such timeAgreement, mutatis mutandis, as if it should occurset forth fully herein, when such Default or Event of Default no longer exists; provided further, however, that if without any fee or other consideration shall be given to the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, further action required on the wholepart of any Person, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility effective as of the date when such Financial Covenant became effective date under such Material Credit Facility. Upon the request of the Required Holders, the Company shall enter into an additional agreement or an amendment to this AgreementAgreement (as the Required Holders may request), evidencing the equivalent incorporation of such fee or other consideration shall be given, pro rata, to Financial Covenant into this Agreement substantially as provided for in the holders of the NotesMaterial Credit Facility. Notwithstanding the foregoing, the this Section shall not apply to covenants or defaults (and related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.16) shall not be loosened any agreements or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, documents evidencing or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16securing Non-recourse Indebtedness.

Most Favored Lender. In (a) If at any time the event the Primary Credit Facility contains Agreement shall contain any financial covenant that relates specifically to one or more Material Covenants that are either numerical measures of the financial condition or results of operations of the Guarantor or the Guarantor and its Subsidiaries on a consolidated basis (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default, or otherwise) (or any thereof shall be amended, restated or otherwise modified) and such financial covenant is not set forth contained in this Agreement Guaranty or would be more beneficial to the lenders under the Primary Credit Facility Holders than the Material Covenants set forth in Leverage Ratio or the Interest Coverage Ratio, as applicable, incorporated into this Agreement Guaranty as of the date hereof (including any necessary definitionssuch financial covenant, a “More Favorable Financial Covenant”), then the Guarantor shall promptly (but in any event within ten Business Days from the occurrence thereof) provide written notice thereof to the Holders, which notice shall refer specifically to this AgreementSection 12 and shall describe in reasonable detail the Financial Covenant and the relevant ratios or thresholds contained therein. Thereupon, such Financial Covenant shall be deemed automatically incorporated by reference into this Guaranty, mutatis mutandis, as if set forth fully herein, without any further action required on the part of the Company or the holders of the Notesany Person, shall be deemed to automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event within 10 Business Days of such inclusion (or pursuant to Section 4.17 in the case of any More Favorable Covenants at the First Closing), to the holders of the 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 the Primary 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 same 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 fee or other consideration shall be given to the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, on the whole, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility effective as of the date when such Financial Covenant became effective date under such Credit Agreement. Upon the request of the Required Holders, the Guarantor and the Required Holders shall enter into an additional agreement or an amendment to this AgreementGuaranty (as the Required Holders may request), evidencing the equivalent incorporation of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and related definitions Financial Covenant into this Guaranty substantially as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.16) shall not be loosened or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, or any other defined term with a substantially similar meaning as described for in the Primary Credit Facility, shall not be subject to this Section 9.16Agreement.

Most Favored Lender. In the event the Primary (a) If a Specified Credit Facility contains one shall include any MFL Financial Covenant or more Material Covenants that are either MFL Cure Right Provision and (i) such MFL Financial Covenant is not set forth contained in this Agreement or (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the lenders under the Primary Credit Facility holders of Notes than the Material Covenants set forth 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 (including any necessary definitionssuch restriction, a Event of Default, cure right or provision and related defined terms, an “More Favorable Additional Covenant”), this Agreement, without any further action on the part of then the Company or shall provide a Most Favored Lender Notice to the holders of Notes; provided that, for the avoidance of doubt and without limiting the foregoing, the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.7 (and have the same related definitions) would be more beneficial to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within 10 Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and any related defined terms) shall be deemed to automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion incorporated by reference into this Agreement promptlyAgreement, and in any event within 10 Business Days of such inclusion (or pursuant to Section 4.17 in the case of any More Favorable Covenants at the First Closingabsence 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), to the holders of the Notes, setting Cure Right set forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if the Primary 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 same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated Agreement shall only be deemed automatically deleted removed from this Agreement at such timeAgreement, mutatis mutandis, as if it should occurset forth fully herein or so removed, when such Default or Event of Default no longer exists; provided further, however, that if without any fee or other consideration shall be given to the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, further action required on the wholepart of any Person, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility effective as of the date when such Additional Covenant became effective date under such Specified Credit Facility. Thereafter, upon the request of this Agreement)any holder of a Note, the equivalent of Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such fee or other consideration shall be given, pro rata, to the holders holder evidencing any of the Notes. Notwithstanding the foregoing, the covenants or defaults (and related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.16) shall not be loosened or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16.

Most Favored Lender. In the event the Primary (a) If a Specified Credit Facility contains one shall include any MFL Financial Covenant or more Material Covenants that are either MFL Cure Right Provision and (i) such MFL Financial Covenant is not set forth contained in this Agreement or (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the lenders under the Primary Credit Facility holders of Notes than the Material Covenants set forth any analogous restriction, Event of Default, cure right or provision and related defined terms contained in this Agreement (including any necessary definitionssuch restriction, a Event of Default, cure right or provision, an “More Favorable Additional Covenant”), this Agreement, without any further action on the part of then the Company or shall provide a Most Favored Lender Notice to the holders of Notes; provided that, for the avoidance of doubt and without limiting the foregoing, the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.7 (and have the same related definitions) would be more beneficial to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within 10 Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period and any related defined terms) shall be deemed to automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion incorporated by reference into this Agreement promptlyAgreement, and in any event within 10 Business Days of such inclusion (or pursuant to Section 4.17 in the case of any More Favorable Covenants at the First Closingabsence 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), to the holders of the Notes, setting Cure Right set forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if the Primary 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 same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated Agreement shall only be deemed automatically deleted removed from this Agreement at such timeAgreement, mutatis mutandis, as if it should occurset forth fully herein or so removed, when such Default or Event of Default no longer exists; provided further, however, that if without any fee or other consideration shall be given to the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, further action required on the wholepart of any Person, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility effective as of the date when such Additional Covenant became effective date under such Specified Credit Facility. Thereafter, upon the request of this Agreement)any holder of a Note, the equivalent of Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such fee or other consideration shall be given, pro rata, to the holders holder evidencing any of the Notes. Notwithstanding the foregoing, the covenants or defaults (and related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.16) shall not be loosened or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16.

Most Favored Lender. In the event the Primary (a) If at any time a Material Credit Facility contains shall contain any financial covenant that relates to one or more Material Covenants that are either not set forth in this Agreement numerical measures of the financial condition or more beneficial to the lenders under the Primary Credit Facility than the Material Covenants set forth in this Agreement results of operations (including any necessary definitions, a “More Favorable Covenant”), this Agreement, without any further action on the part consolidated or otherwise) of the Company or the Trust (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default, or otherwise, including, without limitation, financial covenants of the type included in Section 6.19, 6.21(iii) and 6.21(iv) of the Material Credit Facility described in clause (a) of the definition of “Material Credit Facility”) (or any thereof shall be amended, restated or otherwise modified) and such financial covenant is not contained in this Agreement or would be more beneficial, directly or indirectly, to the holders of the NotesNotes than the financial covenants in Sections 10.7 through 10.10 of this Agreement as of the date hereof (any such financial covenant, shall be deemed to automatically amended to include each such More Favorable a “Financial Covenant. The ”), then the Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and promptly (but in any event within 10 ten Business Days of such inclusion (or pursuant to Section 4.17 in from the case of any More Favorable Covenants at the First Closing), occurrence thereof) provide written notice thereof to the holders of the Notes, setting forth a reasonably detailed description of which notice shall refer specifically to this Section 9.8 and shall describe in reasonable detail the Financial Covenant and the relevant ratios or thresholds contained therein. Thereupon, such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if the Primary 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 Financial Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from incorporated by reference into Section 10 of this Agreement at such timeAgreement, mutatis mutandis, as if it should occurset forth fully herein, when such Default or Event of Default no longer exists; provided further, however, that if without any fee or other consideration shall be given to the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, further action required on the wholepart of any Person, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility effective as of the date when such Financial Covenant became effective date under such Material Credit Facility. Upon the request of the Required Holders, the Company shall enter into an additional agreement or an amendment to this AgreementAgreement (as the Required Holders may request), evidencing the equivalent incorporation of such fee or other consideration shall be given, pro rata, to Financial Covenant into this Agreement substantially as provided for in the holders of the NotesMaterial Credit Facility. Notwithstanding the foregoing, the this Section shall not apply to covenants or defaults (and related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.16) shall not be loosened any agreements or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, documents evidencing or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16securing Non-recourse Indebtedness.

Most Favored Lender. In (a) If the Company shall at any time amend the Credit Agreement or become a party, as a borrower or guarantor, to any other credit agreement or other agreement, instrument, or document evidencing or issuing Indebtedness (collectively with the Credit Agreement, the “Loan Agreements,”) that, in either case, requires the Company to comply with any financial covenant, undertaking, restriction, or other provision that limits or measures indebtedness, interest expense, shareholders’ equity, investment balances, debt service coverage, fixed charges, net worth, assets, asset sales, sale and leasebacks, liens, subsidiary indebtedness, restricted payments, dividends, or any similar items (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default, as a right to be prepaid or offered to be prepaid or otherwise) (each a “Financial Covenant”) that is not at such time included or is more restrictive than what is included in this Agreement, then the Primary Credit Facility contains one Company shall provide a Most Favored Lender Notice to each holder of the Notes. Unless waived in writing by the Required Holders within 5 Business Days after the date on which such notice is required to be sent, each such Financial Covenant and each event of default, definition, and other provision relating to such Financial Covenant in the Loan Agreement shall be deemed to be incorporated by reference in this Agreement, mutatis mutandis, as if then set forth herein in full. (b) The incorporation of any Financial Covenant pursuant to this Section 10.10 shall: (i) automatically (without any further action being taken by the Company or more Material Covenants any holder of a Note) take effect simultaneously with the effectiveness of such Financial Covenant under the applicable Loan Agreement; and (ii) so long as no Default or Event of Default shall then exist under or in respect of such incorporated Financial Covenant, such financial covenants automatically (without any further action being taken by the Company or any holder of a Note other than as set forth below) shall be deleted or further modified if such Financial Covenant, definition, event of default or other provision relating thereto is deleted or made less restrictive on the Company and its Subsidiaries by way of a permanent written amendment or modification of such Loan Agreement (and not by temporary waiver of rights thereunder); provided that: (A) if any fee or other consideration is paid or given to any bank or other party to any Loan Agreement in connection with such deletion or modification, each holder of a Note receives equivalent consideration on a pro rata basis, and such deletion or modification shall not be effective until such consideration is received by each such holder; provided, however, that are either not no consideration shall be due any holder if the Financial Covenant shall have been deleted or modified in accordance with the terms of the underlying Loan Agreement as a result of a reduction of the outstanding balance or other previously agreed to provision of such Loan Agreement; and (B) in no event shall any deletion or relaxation of any such Financial Covenant have the effect of deleting or making less restrictive any covenant or other provision specifically set forth in this Agreement or more beneficial Agreement. (iii) subject to the lenders under the Primary Credit Facility than the Material Covenants set forth in this Agreement (including any necessary definitions, a “More Favorable Covenant”Section 10.10(b)(ii), this continue in effect regardless of any subsequent termination of the Credit Agreement.” h.Amendment of Section 11. Section 11 of the Note Agreement is amended as follows: i.Section 11(j) of the Note Agreement is amended to read in its entirety as follows: “(j) the Subsidiary Guaranty ceases to be in full force and effect with respect to any Subsidiary Guarantor (except as provided in Section 9.7(b)) for any reason, without including by reason of (A) its being declared to be null and void in whole or in material part by a court or other governmental or regulatory authority having jurisdiction or (B) the validity or enforceability thereof being contested by any of the Company, any Subsidiary Guarantor or any of them renouncing any of the same or denying that it has any further action liability thereunder.” 3 ii.The final sentence of Section 11 is amended by deleting “(j)” and inserting “(i)” in its place. i.Amendments to Schedule B. Schedule B of the Note Agreement is amended as follows: i.The following new definitions are added to Schedule B in the appropriate alphabetical order: “Blocked Person” means (a) a Person whose name appears on the part list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country, or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws, or (c) a Person that is an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by, or acting on behalf of, directly or indirectly, any Person, entity, organization, country, or regime described in clause (a) or (b). “Controlled Entity” means (a) any of the Subsidiaries of the Company and any of their or the holders Company’s respective Controlled Affiliates and (b) if the Company has a parent company, such parent company and its Controlled Affiliates. As used in this definition, “Control” means the possession, directly or indirectly, of the Notespower to direct or cause the direction of the management and policies of a Person, shall be deemed to automatically amended to include each whether through the ownership of voting securities, by contract or otherwise. “Domestic Subsidiary” means any Subsidiary of the Company incorporated or organized under the laws of the United States of America, any State thereof, or the District of Columbia, and any such More Favorable Domestic Subsidiary’s respective successors and assigns. “Financial Covenant” is defined in Section 10.10(a). The Company shall provide “Incremental Interest” is defined in Section 1.4. “Loan Agreement” is defined in Section 10.10(a). “Most Favored Lender Notice” means a written notice from the Company to each holder of such More Favorable Covenant and its automatic inclusion into this Agreement the Notes delivered promptly, and in any event within 10 5 Business Days after the inclusion of any Financial Covenant or any event of default, definition or other provision relating to such inclusion Financial Covenant in a Loan Agreement (including by way of amendment or other modification of any existing provision thereof), pursuant to Section 4.17 in the case of any More Favorable Covenants at the First Closing)10.10, to the holders by a Responsible Officer of the NotesCompany in reasonable detail, setting forth including reference to Section 10.10, a reasonably detailed description verbatim statement of such More Favorable Financial Covenant, event of default, definition, or other provision relating to such Financial Covenant (including any defined terms used therein) and related to explanatory calculations, as applicable. However“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury. “U.S. Economic Sanctions Laws” means those laws, if executive orders, enabling legislation, or regulations administered and enforced by the Primary United States pursuant to which economic sanctions have bene imposed on any Person, entity, organization, country, or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act, and any other OFAC Sanctions Program. ii.The definitions of “Foreign Borrower,” “Foreign Subsidiary,” “Intercreditor Agreement,” “Pledge Agreement,” “Pledged Subsidiary,” and “Pledgor” are deleted in their entirety. iii.The following definitions in Schedule B are amended and restated in their entirety as follows: “Credit Facility is subsequently Agreement” means the Third Amended and Restated Credit Agreement dated as of November 9, 2016 among the Company, certain Subsidiaries of the Company, the lenders identified therein, U.S. Bank National Association, as lead arranger, lead book runner, and administrative agent, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxx Fargo Securities, LLC and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as joint lead arrangement, joint book runners and syndication agents, and Bank of the West, Fifth Third Bank, JPMorgan Chase Bank, N.A., PNC Bank, National Association, and BMO Xxxxxx Bank N.A., as documentation agents, as such agreement may be further amended, modified restated, supplemented, refinanced, increased or otherwise no longer in effectreduced from time to time, and any successor credit agreement or similar facility. 4 “Priority Debt” means, as a result such More Favorable Covenant is modifiedof any date, excluded or terminatedthe sum (without duplication) of (a) outstanding unsecured Indebtedness of Subsidiaries that are not Subsidiary Guarantors, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event and (b) Indebtedness 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 fee or other consideration shall be given to the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation and its Subsidiaries secured by Liens not otherwise permitted by Sections 10.4(a) through (and, for the avoidance k). “Subsidiary Guarantor” means any Domestic Subsidiary of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, on the whole, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility as of the effective date of this Agreement)that executes, or becomes a party to, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.16) shall not be loosened or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16Subsidiary Guaranty.