Common use of Most Favored Lender Clause in Contracts

Most Favored Lender. If, on any date, the Company or any its Subsidiaries amends the Bank Credit Agreement to include one or more Additional Covenants or Additional Defaults, then, concurrently therewith, (a) the Company will, as promptly as practicable and within five Business Days, notify the holders of the Notes thereof, and (b) whether or not the Company provides such notice, the terms of this Agreement shall, without any further action on the part of the Company or any holder of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default in this Agreement. The Company further covenants to, with reasonable promptness, execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants and Additional Defaults in this Agreement, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.11, but shall merely be for the convenience of the parties hereto. Section 1.6 Section 10.1(a) of the Note Purchase Agreement shall be amended and restated in its entirety to read as follows:

Most Favored Lender. IfThe Company will not, on and will not permit any dateSubsidiary to, enter into, assume or otherwise be bound or obligated (including, without limitation, by amendment or modification) under any Material Credit Facility, or under any agreement creating or evidencing Indebtedness in excess of $15,000,000 (the Company or Material Credit Facilities and any its Subsidiaries amends the Bank Credit Agreement to include such other agreement each being an “MFL Agreement”), in either case containing one or more Additional Covenants (other than those in the Principal Credit Facilities on the date hereof) or Additional DefaultsDefaults (other than those in the Principal Credit Facilities on the date hereof), thenunless prior written consent to such MFL Agreement shall have been obtained pursuant to Section 17.1; provided, concurrently therewith, (a) that in the event the Company willor any Subsidiary shall enter into, as promptly as practicable and within five Business Days, notify assume or otherwise become bound by or obligated under any such MFL Agreement without the holders prior written consent of the Notes thereof, and (b) whether or not the Company provides such noticeRequired Holders, the terms of this Agreement shall, without any further action on the part of the Company or any holder of the holders of Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in this such MFL Agreement. The Company further covenants to, with reasonable promptness, to promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants and Additional Defaults in this AgreementDefaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.1110.12, but shall merely be for the convenience of the parties hereto. Section 1.6 Section 10.1(a) of the Note Purchase Agreement shall be amended and restated in its entirety to read as follows:

Most Favored Lender. IfThe Company covenants that if, on any date, it or any other Credit Agreement Borrower enters into, assumes or otherwise becomes bound or obligated under any agreement evidencing, securing, guaranteeing or otherwise relating to any Indebtedness (other than the Indebtedness evidenced by the Notes) in excess of $1,000,000, or obligations in excess of $1,000,000 in respect of one or more Swap Agreements, of any one or more of the Company or and any its Subsidiaries amends the Bank other Credit Agreement Borrower, that contains, or amends any such agreement to include contain, one or more Additional Covenants or Additional Defaults, then, concurrently therewith, (a) the Company will, as promptly as practicable and within five Business Days, notify the holders of the Notes thereof, and (b) whether or not the Company provides then on such notice, date the terms of this Agreement shall, without any further action on the part of the Company or any holder of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in this Agreementsuch agreement. The Company further covenants to, with reasonable promptness, to promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders Holder(s) evidencing the amendment of this Agreement to include such Additional Covenants and Additional Defaults in this AgreementDefaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.11paragraph 5P, but shall merely be for the convenience of the parties hereto. Section 1.6 Section 10.1(a) of the Note Purchase Agreement shall be amended and restated in its entirety to read as follows:

Most Favored Lender. If, on any date, the Company or any its Subsidiaries amends the Bank Credit Agreement to include one or more Additional Covenants or Additional Defaults, then, concurrently therewith, (a) the Company will, as promptly as practicable and within five Business Days, notify the holders of the Notes thereof, and (b) whether or not the Company provides such notice, the terms of this Agreement shall, without any further action on the part of the Company or any holder of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default in this Agreement. The Company further covenants to, with reasonable promptness, execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants and Additional Defaults in this Agreement, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.11, but shall merely be for the convenience of the parties hereto. . Although it will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 1.6 Section 10.1(a) 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Note Purchase Agreement shall be amended and restated Purchasers may elect not to purchase the Notes on the date of Closing that is specified in its entirety to read as follows:Section 3.