Common use of Most Favored Lender Clause in Contracts

Most Favored Lender. If at any time either (a) any of the terms (including, without limitation, defaults and events of default), conditions, security and/or covenants applicable to the Credit Agreement are amended, or (b) any Material Credit Facility entered into after the date hereof contains any terms (including, without limitation, defaults and events of default), conditions, security and/or covenants, in each case such that the lenders under the Credit Agreement or any such Material Credit Facility, benefit from terms (each such term, a “Most Favored Provision”) that are more favorable to such holders or lenders than those provided for hereunder or under the Direct Security , then each such Most Favored Provision shall be deemed to be automatically incorporated by reference into this Agreement, mutatis mutandis , as if set forth fully therein and, notwithstanding anything to the contrary herein, without any further action on the part of any of the Company, any Subsidiary or any other Person being required . Any Most Favored Provision so incorporated herein may not thereafter be modified or waived without the written consent of the Required Holders . In addition, the Company shall provide prompt written notice of the existence of any Most Favored Provision to each holder of a Note, and the Company agrees promptly to enter into such documentation as the Required Holders may request to evidence the amendments provided for in this Section . 37 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5

Most Favored Lender. If at The Loan Parties covenants that if, on any time either date, any Loan Party or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under the Senior Notes (a2017) or any of related agreements that contain, or amends the terms agreement with respect to the Senior Notes (including2017) to contain or amend, without limitationone or more additional affirmative covenants or additional negative covenants, defaults and or the definition related thereto, or any additional or amended events of default), conditions, security and/or covenants applicable to the Credit Agreement are amended, or (b) any Material Credit Facility entered into after the date hereof contains any terms (including, without limitation, defaults and events of default), conditions, security and/or covenants, in each case such that the lenders under the Credit Agreement or any such Material Credit Facility, benefit from terms (each such term, a “Most Favored Provision”) that are more favorable to such holders or lenders than those provided for hereunder or under the Direct Security , then each on such Most Favored Provision shall be deemed to be automatically incorporated by reference into date the terms of this Agreement, mutatis mutandis , as if set forth fully therein and, notwithstanding anything to the contrary hereinAgreement shall, without any further action on the part of any of the Company, any Subsidiary or any other Person being required . Any Most Favored Provision so incorporated herein may not thereafter be modified or waived without the written consent of the Required Holders . In additionLoan Parties, the Company Administrative Agent or the Lenders, be deemed to be amended automatically to include each additional covenant and each event of default contained in such agreement, and the Loan Parties shall provide prompt written notice thereof to the Administrative Agent and the Lenders of such event. The Loan Parties further covenant, upon the written request of the existence Required Lenders, to promptly execute and deliver at the Borrower’s expense (including the reasonable fees and expenses of any Most Favored Provision counsel for the Administrative Agent) an amendment to each holder of a Note, this Agreement in form and the Company agrees promptly substance satisfactory to enter into such documentation as the Required Holders may request Lenders evidencing the amendment of this Agreement to evidence include such additional covenants and additional events of default, provided that the amendments execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section . 37 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v58.

Most Favored Lender. If at any time either (a) any of the terms (including, without limitation, defaults and events of default), conditions, security and/or covenants applicable to the Credit Agreement or either Note Agreement are amended, or (b) any Material Credit Facility entered into after the date hereof contains any terms (including, without limitation, defaults and events of default), conditions, security and/or covenants, in each case such that the holders of the 2003 Notes or 2005 Notes, or the lenders under the Credit Agreement or any such Material Credit Facility, benefit from terms (each such term, a “Most Favored Provision”) that are more favorable to such holders or lenders than those provided for hereunder or under the Direct Security Security, then each such Most Favored Provision shall be deemed to be automatically incorporated by reference into this Agreement, mutatis mutandis mutandis, as if set forth fully therein and, notwithstanding anything to the contrary herein, without any further action on the part of any of the Company, any Subsidiary or any other Person being required required. Any Most Favored Provision so incorporated herein may not thereafter be modified or waived without the written consent of the Required Holders Holders. In addition, the Company Obligors shall provide prompt written notice of the existence of any Most Favored Provision to each holder of a Note, and the Company agrees Obligors agree promptly to enter into such documentation as the Required Holders may request to evidence the amendments provided for in this Section . 37 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5Section.

Most Favored Lender. If at any time either (a) any of the terms (including, without limitation, defaults and events of default), conditions, security conditions and/or covenants applicable to the Credit Agreement, the 2015 Note Purchase Agreement or the 2022 NYL Shelf Agreement are amended, or (b) any Material Credit Facility entered into after the date hereof contains any terms (including, without limitation, defaults and events of default), conditions, security conditions and/or covenants, in each case such that the lenders or note holders under the Credit Agreement, the 2015 Note Purchase Agreement, the 2022 NYL Shelf Agreement or any such Material Credit Facility, benefit from terms (each such term, a “Most Favored Provision”) that are more favorable to such holders or lenders than those provided for hereunder or under the Direct Security hereunder, then each such Most Favored Provision shall be deemed to be automatically incorporated by reference into this Agreement, mutatis mutandis mutandis, as if set forth fully therein herein and, notwithstanding anything to the contrary herein, without any further action on the part of any of the Company, any Subsidiary or any other Person being required required. Any Most Favored Provision so incorporated herein may not thereafter be modified or waived without the written consent of the Required Holders Holders. In addition, the Company shall provide prompt written notice of the existence of any Most Favored Provision to each holder of a Note, and the Company agrees promptly to enter into such documentation as the Required Holders may request to evidence the amendments provided for in this Section . 37 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5Section.

Most Favored Lender. If at any time either (a) any of the terms (including, without limitation, defaults and events of default), conditions, security and/or covenants applicable to the Credit Agreement or either Note Agreement are amended, or (b) any Material Credit Facility entered into after the date hereof contains any terms (including, without limitation, defaults and events of default), conditions, security and/or covenants, in each case such that the holders of the 2005 Notes or 2013 Notes, or the lenders under the Credit Agreement or any such Material Credit Facility, benefit from terms (each such term, a “Most Favored Provision”) that are more favorable to such holders or lenders than those provided for hereunder or under the Direct Security Security, then each such Most Favored Provision shall be deemed to be automatically incorporated by reference into this Agreement, mutatis mutandis mutandis, as if set forth fully therein and, notwithstanding anything to the contrary herein, without any further action on the part of any of the CompanyObligors, any Subsidiary or any other Person being required required. Any Most Favored Provision so incorporated herein may not thereafter be modified or waived without the written consent of the Required Holders Holders. In addition, the Company Obligors shall provide prompt written notice of the existence of any Most Favored Provision to each holder of a Note, and the Company agrees Obligors agree promptly to enter into such documentation as the Required Holders may request to evidence the amendments provided for in this Section . 37 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5Section.

Most Favored Lender. If at any time either (a) any of the terms (including, without limitation, defaults and events of default), conditions, security and/or covenants applicable to the Credit Agreement are amended, or (b) any Material Credit Facility entered into after the date hereof contains any terms (including, without limitation, defaults and events of default), conditions, security and/or covenants, in each case such that the lenders under the Credit Agreement or any such Material Credit Facility, benefit from terms (each such term, a “Most Favored Provision”) that are more favorable to such holders or lenders than those provided for hereunder or under the Direct Security Security, then each such Most Favored Provision shall be deemed to be automatically incorporated by reference into this Agreement, mutatis mutandis mutandis, as if set forth fully therein and, notwithstanding anything to the contrary herein, without any further action on the part of any of the Company, any Subsidiary or any other Person being required required. Any Most Favored Provision so incorporated herein may not thereafter be modified or waived without the written consent of the Required Holders Holders. In addition, the Company shall provide prompt written notice of the existence of any Most Favored Provision to each holder of a Note, and the Company agrees promptly to enter into such documentation as the Required Holders may request to evidence the amendments provided for in this Section . 37 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5Section.

Most Favored Lender. If at any time either (a) any of the terms (including, without limitation, defaults and events of default), conditions, security and/or covenants applicable to the Credit Agreement or either Note Agreement are amended, or (b) any Material Credit Facility entered into after the date hereof contains any terms (including, without limitation, defaults and events of default), conditions, security and/or covenants, in each case such that the holders of the 2003 Notes or 2013 Notes, or the lenders under the Credit Agreement or any such Material Credit Facility, benefit from terms (each such term, a “Most Favored Provision”) that are more favorable to such holders or lenders than those provided for hereunder or under the Direct Security Security, then each such Most Favored Provision shall be deemed to be automatically incorporated by reference into this Agreement, mutatis mutandis mutandis, as if set forth fully therein and, notwithstanding anything to the contrary herein, without any further action on the part of any of the Company, any Subsidiary or any other Person being required required. Any Most Favored Provision so incorporated herein may not thereafter be modified or waived without the written consent of the Required Holders Holders. In addition, the Company Obligors shall provide prompt written notice of the existence of any Most Favored Provision to each holder of a Note, and the Company agrees Obligors agree promptly to enter into such documentation as the Required Holders may request to evidence the amendments provided for in this Section . 37 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5Section.