Common use of Most Favored Status Clause in Contracts

Most Favored Status. Seller, Guarantor and Buyer each agree that should Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (1) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 00x, 00x, 00x, 00x, 00xx, and 14ff hereof; (2) a security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller, Guarantor or any Affiliate thereof; or (3) a requirement that Seller has added or will add any Person other than Buyer or an Affiliate of Buyer as a loss payee under Seller’s Fidelity Insurance; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Seller, Guarantor and Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer, Seller or Guarantor, as applicable, shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. SellerSellers, Guarantor Administrative Agent and Buyer Buyers each agree that should Seller, Guarantor any Seller or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (1a) more favorable terms with respect to any guaranties or financial covenantscovenants of either PMC Seller or PMH Seller, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 00x, 00x, 00x, 00x, 00xx, Section 6.11 hereof and 14ff hereofSection 2 of the Pricing Side Letter; (2b) a security interest to any Person other than Buyer Administrative Agent or an Affiliate of Buyer Administrative Agent in substantially all assets of Seller, Guarantor Sellers or any Affiliate thereof; or (3c) a requirement that Seller each of the Sellers has added or will add any Person other than Buyer Administrative Agent or an Affiliate of Buyer Administrative Agent as a loss payee under the related Seller’s Fidelity Insurance; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer Administrative Agent, Buyers or an Affiliate of BuyerAdministrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller Sellers to Buyer Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. SellerAdministrative Agent, Guarantor Xxxxxxx and Buyer Xxxxxx further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller, Guarantor Sellers or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Administrative Agent or a Buyer, Seller or Guarantor, as applicable, Sellers shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. SellerEach Seller Party, Guarantor Administrative Agent and Buyer each Buyers agree that should Seller, Guarantor any Seller Party or any Subsidiary or Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (1a) more favorable terms with respect to any guaranties or financial covenantscovenants of either PMC or PMH, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 00x, 00x, 00x, 00x, 00xx, Section 6.10 hereof and 14ff hereofSection 2 of the Pricing Side Letter; (2b) a security interest to any Person other than Buyer Administrative Agent or an Affiliate of Buyer Administrative Agent in substantially all assets of Seller, Guarantor any Seller Party or any Affiliate thereof; or (3c) a requirement that any Seller Party has added or will add any Person other than Buyer Administrative Agent or an Affiliate of Buyer Administrative Agent as a loss payee under Sellerany Seller Party’s Fidelity Insurance; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. then , the terms of this Agreement and/or the Pricing Side Letter shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of BuyerAdministrative Agent and Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by such Seller Party to Buyer Administrative Agent of such termination, the original terms of this Agreement and/or Pricing Side Letter shall be deemed to be automatically reinstated. Seller, Guarantor and Buyer Seller Parties further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement and/or Pricing Side letter evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, amendment but shall merely be for the convenience of the parties hereto. Promptly upon Seller, Guarantor Upon any Seller Party or any Subsidiary or Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than BuyerAdministrative Agent or an Affiliate of Administrative Agent, such Seller or Guarantor, as applicable, Party shall deliver provide notice to Buyer a true, correct and complete copy Administrative Agent of such repurchase agreement, loan agreement, guaranty or other financing documentationmore favorable terms contained in such More Favorable Agreement (including a summary thereof) no later than the next date on which such Seller Party is required to deliver an Officer’s Compliance Certificate; which notice requirement may be satisfied by the VFN Guarantor including such information such Officer’s Compliance Certificate.

Most Favored Status. Seller, Guarantor and Buyer each agree that should Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (1) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 00x14a, 00x14b, 00x14e, 00x14p, 00xx, 14dd and 14ff 14kk hereof; (2) a security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller, Guarantor or any Affiliate thereof; or (3) a requirement that Seller has added or will add any Person other than Buyer or an Affiliate of Buyer as a loss payee under Seller’s Fidelity Insurance; [***] Confidential treatment has been requested for then the bracketed portions. The confidential redacted portion has been omitted Seller shall provide the Buyer with prompt notice of such more favorable terms contained in such More Favorable Agreement and filed separately with the Securities and Exchange Commission. then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Seller, Guarantor and Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer, Seller or Guarantor, as applicable, shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Guarantor Seller and Buyer each agree that should Seller, Guarantor Seller or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility (for the avoidance of doubt, this Section 9.16 shall not apply to a bond offering) with any Person other than (including, without limitation, Buyer or an Affiliate any of Buyer its Affiliates) which by its terms provides any of the following (each, a “More Favorable Agreement”): (1a) more favorable terms with respect to any guaranties or financial or other material covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 00x, 00x, 00x, 00x, 00xx, and 14ff hereof; (2b) a security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller, Guarantor Seller or any Affiliate thereof; or (3c) a requirement that Seller has added or will add any Person other than Buyer or an Affiliate of Buyer as a loss payee under Seller’s Fidelity Insuranceinsurance policy maintained pursuant to Section 9.9 hereof; [***] Confidential treatment has been requested for then the bracketed portions. The confidential redacted portion has been omitted Seller shall provide the Buyer with prompt notice of such more favorable terms contained in such More Favorable Agreement and filed separately with the Securities and Exchange Commission. then the terms of this Agreement or the Transactions Terms Letter, as applicable, shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Seller, Guarantor Seller and Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions; provided, provided that the execution of such amendment guaranties, agreements or amendments shall not be a precondition to the effectiveness of such amendmentguaranties, agreements or amendments, but shall merely be for the convenience of the parties hereto. Promptly upon Seller, Guarantor Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer, Seller or Guarantor, as applicable, shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentationdocumentation and all amendments thereto, redacted, if necessary, but showing provisions relating to clauses (a), (b), or (c) above.

Most Favored Status. SellerBorrower, Guarantor and Buyer Lender each agree that should SellerBorrower, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer Lender or an Affiliate of Buyer Lender which by its terms provides any of the following (each, a “More Favorable Agreement”): (1a) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 00x, 00x, 00x, 00x, 00xx, Section 6.15 hereof and 14ff hereofSection 2 of the Pricing Side Letter; (2b) a security interest to any Person other than Buyer Lender or an Affiliate of Buyer Lender in substantially all assets of SellerBorrower, Guarantor or any Affiliate thereof; or (3c) a requirement that Seller Borrower has added or will add any Person other than Buyer Lender or an Affiliate of Buyer Lender as a loss payee under SellerBorrower’s Fidelity Insurance; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer Lender or an Affiliate of BuyerLender; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller Borrower to Buyer Lender of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. SellerBorrower, Guarantor and Buyer Lender further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon SellerBorrower, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than BuyerLender, Seller Borrower or Guarantor, as applicable, shall deliver to Buyer Lender a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. SellerBorrower, Guarantor and Buyer Lender each agree that should SellerBorrower, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer Lender or an Affiliate of Buyer Lender which by its terms provides any of the following (each, a “More Favorable Agreement”): (1a) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 00x, 00x, 00x, 00x, 00xx, Section 6.15 hereof and 14ff hereofSection 2 of the Pricing Side Letter; (2b) a security interest to any Person other than Buyer Lender or an Affiliate of Buyer Lender in substantially all assets of SellerBorrower, Guarantor or any Affiliate thereof; or (3c) a requirement that Seller Borrower has added or will add any Person other than Buyer Lender or an Affiliate of Buyer Lender as a loss payee under SellerBorrower’s Fidelity Insurance; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer Lender or an Affiliate of BuyerLender; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller Borrower to Buyer Lender of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. SellerBorrower, Guarantor and Buyer Lender further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon SellerBorrower, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than BuyerLender, Seller Borrower or Guarantor, as applicable, shall deliver to Buyer Lender a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Guarantor Seller and Buyer each agree that (i) should Seller, Guarantor Seller or any Subsidiary or Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its Buyer, or (ii) with respect to any repurchase agreement or comparable agreement, in place as of the date hereof, directly related to any MSR VFN, SPIA VFN or MBS Advance VFN, and in the case of (i) or (ii), the applicable terms provides set forth therein provide any of the following (each, a “More Favorable Agreement”): (1a) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 00xSection 6.11 hereof and Section 2 of the Pricing Side Letter, 00x, 00x, 00x, 00xx, and 14ff hereof; (2) a security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller, Guarantor or any Affiliate thereof; or (3) a requirement that Seller has added or will add any Person other than Buyer or an Affiliate of Buyer as a loss payee under Seller’s Fidelity Insurance; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. then the terms of this Agreement and/or the Pricing Side Letter shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Buyer of such termination, the original terms of this Agreement and/or Pricing Side Letter shall be deemed to be automatically reinstated. Seller, Guarantor and Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller, Guarantor Upon Seller or any Subsidiary or Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Buyer or an Affiliate of Buyer, Seller or Guarantor, as applicable, shall deliver provide notice to Buyer a true, correct and complete copy or Administrative Agent of such repurchase agreement, loan agreement, guaranty or other financing documentationmore favorable terms contained in such More Favorable Agreement (including a summary thereof) no later than the next date on which Seller is required to deliver an Officer’s Compliance Certificate; which notice requirement may be satisfied by the VFN Guarantor including such information such Officer’s Compliance Certificate.

Most Favored Status. Seller, Guarantor Seller and Buyer each agree that should Seller, Guarantor Seller or any Subsidiary or Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (1a) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 00x, 00x, 00x, 00x, 00xx, Section 6.11 hereof and 14ff hereofSection 2 of the Pricing Side Letter; (2b) a security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller, Guarantor Seller or any Affiliate thereof; or (3c) a requirement that Seller has added or will add any Person other than Buyer or an Affiliate of Buyer as a loss payee under Seller’s Fidelity Insurance; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. then , the terms of this Agreement and/or the Pricing Side Letter shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Buyer of such termination, the original terms of this Agreement and/or Pricing Side Letter shall be deemed to be automatically reinstated. Seller, Guarantor and Buyer Seller further agree agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement and/or Pricing Side letter evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, amendment but shall merely be for the convenience of the parties hereto. Promptly upon Seller, Guarantor Upon Seller or any Subsidiary or Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Buyer or an Affiliate of Buyer, Seller or Guarantor, as applicable, shall deliver provide notice to Buyer a true, correct and complete copy or Administrative Agent of such repurchase agreement, loan agreement, guaranty or other financing documentationmore favorable terms contained in such More Favorable Agreement (including a summary thereof) no later than the next date on which Seller is required to deliver an Officer’s Compliance Certificate; which notice requirement may be satisfied by the VFN Guarantor including such information such Officer’s Compliance Certificate.

Most Favored Status. Seller, Guarantor and Buyer the Administrative Agent each agree that should Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer the Administrative Agent or an Affiliate of Buyer the Administrative Agent which by its terms provides any of the following (each, a “More Favorable Agreement”): (1) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth referred to in Sections 00x, 00x, 00x, 00x, 00xx, 14.n and 14ff 00.xx hereof; (2) a security interest to any Person other than Buyer Administrative Agent or an Affiliate of Buyer Administrative Agent in substantially all assets of Seller, Guarantor or any Affiliate thereof; or (3) a requirement that Seller has added or will add any Person other than Buyer Administrative Agent or an Affiliate of Buyer Administrative Agent as a loss payee under Seller’s Fidelity Insurance; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer the Administrative Agent or an Affiliate of Buyerthe Administrative Agent; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Buyer Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Seller, Guarantor and Buyer Administrative Agent further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than BuyerAdministrative Agent, Seller or Guarantor, as applicable, shall deliver to Buyer Administrative Agent a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Seller, Guarantor The Repo Seller and the Buyer each agree that should Seller, Guarantor the Repo Seller or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than the Buyer or an Affiliate of the Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (1a) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 00x, 00x, 00x, 00x, 00xx, Section 6.12 hereof and 14ff hereofSection 2 of the Pricing Side Letter; (2b) a security interest to any Person other than the Buyer or an Affiliate of the Buyer in substantially all assets of Seller, Guarantor the Repo Seller or any Affiliate thereof; or (3c) a requirement that the Repo Seller has added or will add any Person other than the Buyer or an Affiliate of the Buyer as a loss payee under the Repo Seller’s Fidelity Insurance; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of the Buyer or an Affiliate of the Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by the Repo Seller to the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Seller, Guarantor the Repo Seller and the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller, Guarantor the Repo Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than the Buyer, the Repo Seller or Guarantor, as applicable, shall deliver to the Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. SellerEach Seller Party, Guarantor Administrative Agent and Buyer each Buyers agree that should Seller, Guarantor any Seller Party or any Subsidiary or Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (1a) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 00x, 00x, 00x, 00x, 00xx, and 14ff hereofSection 2 of the Pricing Side Letter; (2b) a security interest to any Person other than Buyer Administrative Agent or an Affiliate of Buyer Administrative Agent in substantially all assets of Seller, Guarantor any Seller Party or any Affiliate thereof; or (3c) a requirement that any Seller Party has added or will add any Person other than Buyer Administrative Agent or an Affiliate of Buyer Administrative Agent as a loss payee under Sellerany Seller Party’s Fidelity Insurance; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. then , the terms of this Agreement and/or the Pricing Side Letter shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of BuyerAdministrative Agent and Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by such Seller Party to Buyer Administrative Agent of such termination, the original terms of this Agreement and/or Pricing Side Letter shall be deemed to be automatically reinstated. Seller, Guarantor and Buyer Seller Parties further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement and/or Pricing Side Letter evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, amendment but shall merely be for the convenience of the parties hereto. Promptly upon Seller, Guarantor Upon any Seller Party or any Subsidiary or Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than BuyerAdministrative Agent or an Affiliate of Administrative Agent, such Seller or Guarantor, as applicable, Party shall deliver provide notice to Buyer a true, correct and complete copy Administrative Agent of such repurchase agreement, loan agreement, guaranty or other financing documentationmore favorable terms contained in such More Favorable Agreement (including a summary thereof) no later than the next date on which such Seller Party is required to deliver an Officer’s Compliance Certificate; which notice requirement may be satisfied by including such information such Officer’s Compliance Certificate.

Most Favored Status. Seller, Guarantor Seller and Buyer each agree that should Seller, Guarantor Seller or any Subsidiary or Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (1a) more favorable terms with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 00x, 00x, 00x, 00x, 00xx, Section 6.11 hereof and 14ff hereofSection 2 of the Fee Letter; (2b) a security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller, Guarantor Seller or any Affiliate thereof; or (3c) a requirement that Seller has added or will add any Person other than Buyer or an Affiliate of Buyer as a loss payee under Seller’s Fidelity Insurance; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. then , the terms of this Agreement and/or the Fee Letter shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Buyer of such termination, the original terms of this Agreement and/or Fee Letter shall be deemed to be automatically reinstated. Seller, Guarantor and Buyer Seller further agree agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement and/or Fee Letter evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, amendment but shall merely be for the convenience of the parties hereto. Promptly upon Seller, Guarantor Upon Seller or any Subsidiary or Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Buyer or an Affiliate of Buyer, Seller or Guarantor, as applicable, shall deliver provide notice to Buyer a true, correct and complete copy or Administrative Agent of such repurchase agreement, loan agreement, guaranty or other financing documentationmore favorable terms contained in such More Favorable Agreement (including a summary thereof) no later than the next date on which Seller is required to deliver an Officer’s Compliance Certificate; which notice requirement may be satisfied by the VFN Guarantor including such information such Officer’s Compliance Certificate.