Common use of Most Favored Lender Provision Clause in Contracts

Most Favored Lender Provision. If at any time the Bank Credit Agreement or any Note Purchase Agreement or any guaranty in respect of any thereof (an “MFL Agreement”) shall include any Financial Covenant and such provision (a) is different from the subject matter of the financial covenants in Section 10 or the related definitions in Schedule B, or (b) is similar to the subject matter of any financial covenant in Section 10 and related definitions in Schedule B, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or more beneficial to the lender(s) and/or holder(s) under such MFL Agreement (any such provision, together with any related definitions (including, any term defined therein with reference to the application of GAAP, as identified in such MFL Agreement), an “Additional or More Restrictive Covenant”; provided that, in the case of the foregoing clause (b), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Covenant. Thereupon, unless waived in writing by the Required Holders within 10 Business Days of the holders’ receipt of such notice, such Additional or More Restrictive Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective as of the date when such Additional or More Restrictive Covenant became effective under the relevant MFL Agreement. Any Additional or More Restrictive Covenant incorporated into this Agreement pursuant to this provision, (1) shall remain unchanged herein notwithstanding any temporary waiver of such Additional or More Restricted Covenant under the relevant MFL Agreement, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Covenant under the relevant MFL Agreement and (3) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement or if the relevant MFL Agreement has been terminated and has no Indebtedness or commitments outstanding thereunder; provided that in no event shall the effect of any event contemplated by clause (2) or (3) above result in any covenant set forth in Section 10 being less restrictive than it was on the First Amendment Effective Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement in connection with an event contemplated by clause (2) or (3) above (other than in connection with the extension of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement in connection with its termination) then the Company shall pay to the holders of the Notes equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding principal amount of the Notes and the principal amount of Indebtedness outstanding under the relevant MFL Agreement, substantially concurrently therewith; (ii) no Additional or More Restrictive Covenant shall be so deemed automatically amended or deleted during any time that a Default or Event of Default has occurred and is continuing and (iii) no Additional or More Restrictive Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company shall have first provided notice thereof to each holder of the Notes. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Covenant in the relevant MFL Agreement shall apply notwithstanding the grace period set forth in Section 11(c)(1).

Most Favored Lender Provision. If at any time the Bank Credit Agreement or any Note Purchase Agreement or any guaranty in respect of any thereof (an “MFL Agreement”) shall include any Financial Covenant and such provision (a) is different from the subject matter of the financial covenants in Section 10 or the related definitions in Schedule B, or (b) is similar to the subject matter of any financial covenant in Section 10 and related definitions in Schedule B, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or more beneficial to the lender(s) and/or holder(s) under such MFL Agreement (any such provision, together with any related definitions (including, any term defined therein with reference to the application of GAAP, as identified in such MFL Agreement), an “Additional or More Restrictive Covenant”; provided that, in the case of the foregoing clause (b), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Covenant. Thereupon, unless waived in writing by the Required Holders within 10 Business Days of the holders’ receipt of such notice, such Additional or More Restrictive Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective as of the date when such Additional or More Restrictive Covenant became effective under the relevant MFL Agreement. Any Additional or More Restrictive Covenant incorporated into this Agreement pursuant to this provision, (1) shall remain unchanged herein notwithstanding any temporary waiver of such Additional or More Restricted Covenant under the relevant MFL Agreement, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Covenant under the relevant MFL Agreement and (3) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement or if the relevant MFL Agreement has been terminated and has no Indebtedness or commitments outstanding thereunder; provided that in no event shall the effect of any event contemplated by clause (2) or (3) above result in any covenant set forth in Section 10 being less restrictive than it was on the First Second Amendment Effective Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement in connection with an event contemplated by clause (2) or (3) above (other than in connection with the extension of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement in connection with its termination) then the Company shall pay to the holders of the Notes equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding principal amount of the Notes and the principal amount of Indebtedness outstanding under the relevant MFL Agreement, substantially concurrently therewith; (ii) no Additional or More Restrictive Covenant shall be so deemed automatically amended or deleted during any time that a Default or Event of Default has occurred and is continuing and (iii) no Additional or More Restrictive Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company shall have first provided notice thereof to each holder of the Notes. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Covenant in the relevant MFL Agreement shall apply notwithstanding the grace period set forth in Section 11(c)(1).

Most Favored Lender Provision. If at any time the Bank Credit Agreement or any Note Purchase Agreement or any guaranty in respect of any thereof (an “MFL Agreement”) shall include any Financial Covenant and such provision (a) is different from the subject matter of the financial covenants in Section 10 or the related definitions in Schedule B, or (b) is similar to the subject matter of any financial covenant in Section 10 and related definitions in Schedule B, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or more beneficial to the lender(s) and/or holder(s) under such MFL Agreement (any such provision, together with any related definitions (including, any term defined therein with reference to the application of GAAP, as identified in such MFL Agreement), an “Additional or More Restrictive Covenant”; provided that, in the case of the foregoing clause (b), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Covenant. Thereupon, unless waived in writing by the Required Holders within 10 Business Days of the holders’ receipt of such notice, such Additional or More Restrictive Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective as of the date when such Additional or More Restrictive Covenant became effective under the relevant MFL Agreement. Any Additional or More Restrictive Covenant incorporated into this Agreement pursuant to this provision, (1) shall remain unchanged herein notwithstanding any temporary waiver of such Additional or More Restricted Covenant under the relevant MFL Agreement, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Covenant under the relevant MFL Agreement and (3) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement or if the relevant MFL Agreement has been terminated and has no Indebtedness or commitments outstanding thereunder; provided that in no event shall the effect of any event contemplated by clause (2) or (3) above result in any covenant set forth in Section 10 being less restrictive than it was on the First Amendment Effective Execution Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement in connection with an event contemplated by clause (2) or (3) above (other than in connection with the extension of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement in connection with its termination) then the Company shall pay to the holders of the Notes equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding principal amount of the Notes and the principal amount of Indebtedness outstanding under the relevant MFL Agreement, substantially concurrently therewith; (ii) no Additional or More Restrictive Covenant shall be so deemed automatically amended or deleted during any time that a Default or Event of Default has occurred and is continuing and (iii) no Additional or More Restrictive Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company shall have first provided notice thereof to each holder of the Notes. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Covenant in the relevant MFL Agreement shall apply notwithstanding the grace period set forth in Section 11(c)(1).

Most Favored Lender Provision. If at any time the Bank a Principal Credit Agreement or any Note Purchase Agreement Facility or any guaranty in respect of any thereof (an “MFL Agreement”) shall include any Financial Covenant and such provision (a) is different from not expressly contained in Section 10.6 on the subject matter date of the financial covenants in Section 10 or the related definitions in Schedule B, or (b) is similar to the subject matter of any financial covenant in Section 10 and related definitions in Schedule B, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or more beneficial to the lender(s) and/or holder(s) under such MFL Agreement Closing (any such provision, together with any related definitions (including, any term defined therein with reference to the application of GAAP, as identified in such MFL AgreementPrincipal Credit Facility), an “Additional or More Restrictive Incorporated Covenant”; provided that, in the case of the foregoing clause (b), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Incorporated Covenant; provided that a Most Favored Lender Notice is not required to be given in the case of any Incorporated Covenant incorporated herein on the date of the Closing. Thereupon, unless waived in writing by the Required Holders within 10 Business Days days of the Purchasers’ and holders’ receipt of such notice, such Additional or More Restrictive Incorporated Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective (a) in the case of any Incorporated Covenant effective on the date of the Closing, as of the such date, and (b) in the case of any Incorporated Covenant effective after the date of the Closing, as of the date when such Additional or More Restrictive Incorporated Covenant became effective under the relevant MFL Agreementsuch Principal Credit Facility. Any Additional or More Restrictive Incorporated Covenant incorporated into this Agreement pursuant to this provision, provision (1) shall remain unchanged herein notwithstanding any temporary waiver of such Additional or More Restricted Incorporated Covenant under the relevant MFL AgreementPrincipal Credit Facility, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Incorporated Covenant under the relevant MFL Agreement Principal Credit Facility and (3) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Incorporated Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement Principal Credit Facility or if the relevant MFL Agreement Principal Credit Facility has been terminated and has no Indebtedness or commitments outstanding thereunderterminated; provided that in no event shall the effect of any event contemplated by clause (2) or (3) above result in any covenant set forth in Section 10 being less restrictive than it was on the First Amendment Effective Date or being deleted herefrom; provided further that (i) if in each case that return for any such Incorporated Covenant ceasing to be in effect or being deleted or being so amended or modified in such Principal Credit Facility, any fee or other form of consideration (other than (A) commitment fees, upfront fees, ticking fees, alternate transaction fees and similar fees given in consideration of a new extension of credit in connection with an extension or replacement of such Principal Credit Facility, (B) amounts paid in satisfaction of principal or interest under such Principal Credit Facility and (C) structuring, arrangement or similar fees solely for the account of the agents or arrangers under such Principal Credit Facility in connection with such deletion, amendment or modification) is paid given or provided agreed to be given to any holder of Indebtedness under the relevant MFL Agreement in connection with an event contemplated by clause (2) or (3) above (other than in connection with the extension of the term of the relevant MFL Agreementsuch Principal Credit Facility, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement in connection with its termination) then the Company Constituent Companies shall pay or agree to pay to the holders of the Notes equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding principal amount of the Notes and the principal amount of Indebtedness outstanding under the relevant MFL Agreementsuch Principal Credit Facility, substantially concurrently therewith; (ii) no Additional or More Restrictive Incorporated Covenant shall be so deemed automatically amended or deleted during any time that a Default or Event of Default has occurred and is continuing continuing; and (iii) no Additional or More Restrictive Incorporated Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company Constituent Companies shall have first provided notice thereof to each Purchaser and holder of the Notes. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 9.10 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Incorporated Covenant in the relevant MFL Agreement shall apply Principal Credit Facility (notwithstanding the grace period set forth in Section 11(c)(111(d)) shall apply.

Most Favored Lender Provision. (a) If at any time the Bank a Principal Credit Facility contains a Financial Covenant that is not contained in this Agreement or any Note Purchase Agreement or any guaranty in respect of any thereof (an “MFL Agreement”) shall include any a Financial Covenant and such provision (a) is different from the subject matter of the financial covenants in Section 10 or the related definitions in Schedule B, or (b) is similar to the subject matter of any financial covenant in Section 10 and related definitions in Schedule B, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or contained in this Agreement which would in any respect be more beneficial to the lender(s) and/or holder(s) under such MFL holders of Notes than the Financial Covenants set forth in this Agreement (any such provision, together with any related definitions (including, any term defined therein with reference to the application of GAAP, as identified in such MFL Agreement), an a “Additional or More Restrictive Favorable Financial Covenant”; provided that, in the case of the foregoing clause (b), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Financial Covenant Notice to each holder (as defined below) in respect of the Notes with respect to each such Additional or More Restrictive Favorable Financial Covenant. Thereupon, unless waived in writing by the Required Holders within 10 ten Business Days of the holders’ after each holder's receipt of such notice, such Additional or More Restrictive Favorable Financial Covenant shall be deemed automatically incorporated (without further action) by reference into this Agreement, mutatis mutandis, as if set forth fully in full herein, effective as of the date when such Additional or More Restrictive Favorable Financial Covenant became shall have become effective under the relevant MFL Agreementsuch Principal Credit Facility. Any Additional or More Restrictive Favorable Financial Covenant incorporated into this Agreement (herein referred to as an “Incorporated Provision”) pursuant to this provision, Section 10.8: (1i) shall remain unchanged herein notwithstanding any temporary waiver of the requirement to comply with such Additional or More Restricted Favorable Financial Covenant under the relevant MFL applicable Principal Credit Facility; provided, however, that if the Required Banks under the Credit Agreement referenced in clause (a) of the definition of “Bank Credit Agreement” in Schedule B of this Agreement (the “Revolving Facility”) waive compliance with Section 7.02(d) thereof prior to a default or event of default thereunder to allow all or any portion of the Additional Silpada Charges to be excluded from the Interest Coverage Ratio calculation pursuant to the Revolving Facility, such a waiver shall be effective vis-à-vis this Agreement up to such charges but in no event shall such charges be in excess of, the maximum permitted Additional Silpada Charges, (2ii) shall be deemed automatically amended amended, restated, replaced or modified herein to reflect any subsequent amendments agreed and implemented in relation amendments, restatements, replacements or modifications made to such Additional or More Restrictive Favorable Financial Covenant under the relevant MFL Agreement applicable Principal Credit Facility (provided that, if a Default or Event of Default then exists, such Incorporated Provision shall only be deemed automatically amended, restated, refinanced, replaced or modified at such time, if it should occur, when such Default or Event of Default no longer exists), and (3iii) shall be deemed automatically deleted from this Agreement at such time as such Additional or More Restrictive Favorable Financial Covenant is deleted or otherwise removed from the applicable Principal Credit Facility or is such applicable Principal Credit Facility shall be terminated and no amounts shall be outstanding thereunder (provided that, if a Default or Event of Default then exists, such Incorporated Provision 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 in effect under or pursuant to the relevant MFL Agreement or if the relevant MFL Agreement has been terminated and has no Indebtedness or commitments outstanding thereunderexists); provided that further, in no event shall the effect of any event contemplated by clause (2) or (3) above result in any covenant set forth in Section 10 being Interest Coverage Ratio and the Leverage Ratio be less restrictive than it was on the First Amendment Effective Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement in connection with an event contemplated by clause (2) or (3) above (other than in connection with the extension of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement in connection with its termination) then the Company shall pay favorable to the holders of the Notes equivalent considerationthan the Interest Coverage Ratio contained in the Note Purchase Agreement and the Leverage Ratio described in Section 10.7, determined on in each case, as of the date of this Amendment. In the event that any compensation shall have been paid to the creditors under a Principal Credit Facility in order to exclude, terminate, amend, restate, replace, loosen or modify any More Favorable Financial Covenant as set forth in such Principal Credit Facility, then a corresponding and pro rata basis in proportion payment of compensation shall be made to the relative holders of Notes in connection with the exclusion, termination, amendment, restatement, replacement, loosening or modification of such More Favorable Financial Covenant hereunder based on the respective outstanding principal amount of Notes of each holder at such time (other than a waiver or amendment referred to in the proviso in clause (i) above or an amendment to that effect so long as the sum of the pro rata compensation paid to the creditors with respect to (A) such waiver or amendment plus (B) the Bank Waiver Letter, is equal to or less than 10 basis points (i.e., the fees paid to the holders of the Notes pursuant to the Letter Waiver). An amount equal to any compensation in excess of 10 basis points shall be made pro rata to the holders of the Notes based on the principal amount of the Notes outstanding at the time of effectiveness of such waiver or amendment. For purposes of the foregoing calculations, “compensation” shall in all cases be expressed in basis points only and the principal amount of Indebtedness outstanding under the relevant MFL Agreement, substantially concurrently therewith; (ii) no Additional resulting dollar amounts paid or More Restrictive Covenant to be paid shall be so deemed automatically amended or deleted during any time that a Default or Event disregarded). Upon the request of Default has occurred and is continuing and (iii) no Additional or More Restrictive Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company shall have first provided notice thereof to each or any holder of a Note, the Notes. In determining whether a breach of parties hereto shall enter into any Financial Covenant incorporated by reference into additional agreement or amendment to this Agreement pursuant to this Section 9.11 shall constitute an Event reasonably requested by any such party evidencing any of Default, the period of grace, if any, applicable to such Additional or More Restrictive Covenant in the relevant MFL Agreement shall apply notwithstanding the grace period set forth in Section 11(c)(1)foregoing.

Most Favored Lender Provision. If at any time the Bank any Material Credit Agreement or any Note Purchase Agreement or any guaranty in respect of any thereof (an “MFL Agreement”) Facility shall include any Financial Covenant and such provision (a) is different from the subject matter of the financial covenants not contained in Section 10 this Agreement or the related definitions in Schedule B, or (b) is similar to the subject matter of any financial covenant in Section 10 and related definitions in Schedule B, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or would be more beneficial to the lender(s) and/or holder(s) under such MFL holders of Notes than any analogous provision contained in this Agreement (any such provision, together with any related definitions (including, without limitation, any term defined therein with reference to the application of GAAPgenerally accepted accounting principles, as identified in such MFL AgreementMaterial Credit Facility), an “Additional or More Restrictive Covenant”; provided that, in the case of the foregoing clause (b), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company Parent Guarantor shall promptly, and in any event within 10 ten (10) Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Covenant. Thereupon, unless waived in writing by the Required Holders within 10 Business Days ten days of the holders’ receipt of such notice, such Additional or More Restrictive Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective (a) in the case of any Additional Covenant effective on the date of the First Closing, as of the date of the First Closing, and (b) in the case of any Additional Covenant effective after the date of the First Closing, as of the date when such Additional or More Restrictive Covenant became effective under the relevant MFL AgreementMaterial Credit Facility. Thereafter, upon the request of any holder of a Note, the Obligors shall at their expense enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. Any Additional or More Restrictive Covenant incorporated into this Agreement pursuant to this provision, (1a) shall remain unchanged herein notwithstanding any temporary waiver of such Additional or More Restricted Covenant under the relevant MFL Agreementapplicable Material Credit Facility, (2b) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Covenant under the relevant MFL Agreement applicable Material Credit Facility and (3c) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement applicable Material Credit Facility or if the relevant MFL Agreement has been such applicable Material Credit Facility is terminated and has no Indebtedness or commitments amounts are outstanding thereunder; , provided that in no event shall the effect of any event contemplated by clause (2) or (3) above result in any covenant set forth in Section 10 being less restrictive than it was on the First Amendment Effective Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement applicable Material Credit Facility in connection with an event contemplated by clause subpart (2b) or (3c) above (other than in connection with is paid to each holder of Notes at the extension of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement in connection with its termination) then the Company shall pay to the holders of the Notes same time and on equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding principal amount of the Notes terms; and the principal amount of Indebtedness outstanding under the relevant MFL Agreement, substantially concurrently therewith; (ii) provided further that no Additional or More Restrictive Covenant shall be so deemed automatically amended to be less beneficial to the holders of Notes or deleted during any time that a Default or Event of Default has occurred and is continuing and (iii) no Additional or More Restrictive Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company shall have first provided notice thereof to each holder of the Notes. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Covenant in the relevant MFL Agreement shall apply notwithstanding the grace period set forth in Section 11(c)(1)continuing.

Most Favored Lender Provision. If at any time the Bank Credit Agreement or any Additional Note Purchase Agreement or any guaranty Guaranty in respect of any thereof (an “MFL Agreement”) shall include any Financial Covenant and such provision (ax) is different from the subject matter of the financial any covenants in Section 10 10, or the related definitions in Schedule BA, or (by) is similar to the subject matter that of any financial covenant in Section 10 and 10, or related definitions in Schedule BA, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or more beneficial to the lender(s) and/or holder(s) under such MFL Agreement (any such provision, together with any related definitions (including, any term defined therein with reference to the application of GAAP, as identified in such MFL Agreement), an “Additional or More Restrictive Covenant”; provided that, in the case of the foregoing clause (by), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company Constituent Companies shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Covenant; provided that a Most Favored Lender Notice is not required to be given in the case of the Additional or More Restrictive Covenants incorporated herein on the Execution Date or through and including the First Amendment Date. Thereupon, unless waived in writing by the Required Holders within 10 Business Days days of the Purchasers’ and holders’ receipt of such notice, such Additional or More Restrictive Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective (a) in the case of any Additional or More Restrictive Covenant effective on the Execution Date or through and including the First Amendment Date, as of the First Amendment Date, and (b) in the case of any Additional or More Restrictive Covenant effective after the First Amendment Date, as of the date when such Additional or More Restrictive Covenant became effective under the relevant MFL Agreement. Any Additional or More Restrictive Covenant incorporated into this Agreement pursuant to this provision, (1) shall remain unchanged be deemed automatically waived herein notwithstanding to reflect any temporary waiver of such Additional or More Restricted Restrictive Covenant under the relevant MFL Agreement, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Covenant under the relevant MFL Agreement and (3) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement or if the relevant MFL Agreement has been terminated and has no Indebtedness or commitments outstanding thereunderterminated; provided that in no event shall the effect of any event contemplated by clause (1), (2) or (3) above result in any covenant set forth in Section 10 being less restrictive than it was on the First Amendment Effective Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement in connection with an event contemplated by clause (1), (2) or (3) above (other than in connection with the extension of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement in connection with its termination) then is paid to each holder of Notes at the Company same time and on equivalent terms (and for the avoidance of doubt such amounts shall pay be proportional to the holders of the Notes equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding aggregate principal amount of Notes outstanding as compared to the Notes and the principal aggregate amount of the Indebtedness outstanding under the relevant MFL Agreement, substantially concurrently therewith); (ii) and provided further that no Additional or More Restrictive Covenant shall be so deemed automatically waived, amended or deleted during any time that a Default or Event of Default has occurred and is continuing and (iii) no Additional or More Restrictive Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company shall have first provided notice thereof to each holder of the Notescontinuing. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 9.10 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Covenant in the relevant MFL Agreement shall apply notwithstanding the grace period set forth in Section 11(c)(1)apply.

Most Favored Lender Provision. If at any time the Bank any Material Credit Agreement Facility or any Note Purchase Agreement or any guaranty Guaranty in respect of any thereof (an “MFL Agreement”) shall include any Financial Covenant and such provision (a) is different from the subject matter of the financial covenants not contained in Section 10 or the related definitions in Schedule B, or (b) is similar to the subject matter of any financial covenant in Section 10 and related definitions in Schedule B, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or more beneficial to the lender(s) and/or holder(s) under such MFL this Agreement (any such provision, together with any related definitions (including, without limitation, any term defined therein with reference to the application of GAAP, as identified in such MFL Agreementany Material Credit Facility), an “Additional or More Restrictive Covenant”; provided that, in the case of the foregoing clause (b), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Covenant; provided that a Most Favored Lender Notice is not required to be given in the case of the Additional Covenants incorporated herein on the Execution Date. Thereupon, unless waived in writing by the Required Holders within 10 Business Days days of the holders’ Purchasers and holders receipt of such notice, such Additional or More Restrictive Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective (a) in the case of any Additional Covenant effective on the Execution Date, as of the Execution Date, and (b) in the case of any Additional Covenant effective after the Execution Date, as of the earliest date when such Additional or More Restrictive Covenant became effective under the relevant MFL Agreementany Material Credit Facility. Any Additional or More Restrictive Covenant incorporated into this Agreement pursuant to this provision, (1) shall remain unchanged herein notwithstanding any temporary waiver of such Additional or More Restricted Covenant under the relevant MFL Agreementany Material Credit Facility, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Covenant under the relevant MFL Agreement any Material Credit Facility and (3) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement any Material Credit Facility or if the relevant MFL Agreement such Material Credit Facility has been terminated and has no Indebtedness or commitments outstanding thereunderterminated; provided that in no event shall the effect of any event contemplated by clause (2) or (3) above result in any covenant set forth in Section 10 being less restrictive than it was on the First Amendment Effective Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement a Material Credit Facility in connection with an event contemplated by clause (2) or (3) above (other than in connection with the extension of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement such Material Credit Facility in connection with its termination) then is paid to each holder of Notes at the Company shall pay to the holders of the Notes same time and on equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding principal amount of the Notes terms; and the principal amount of Indebtedness outstanding under the relevant MFL Agreement, substantially concurrently therewith; (ii) provided further that no Additional or More Restrictive Covenant shall be so deemed automatically amended or deleted during any time that a Default or Event of Default has occurred and is continuing and (iii) no Additional or More Restrictive Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company shall have first provided notice thereof to each holder of the Notescontinuing. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 9.10 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Covenant in the relevant MFL Agreement applicable Material Credit Facility shall apply notwithstanding the grace period set forth in Section 11(c)(1)apply.

Most Favored Lender Provision. If at any time the Bank Credit Agreement or any Additional Note Purchase Agreement or any guaranty Guaranty in respect of any thereof (an “MFL Agreement”) shall include any Financial Covenant and such provision (ax) is different from the subject matter of the financial any covenants in Section 10 10, or the related definitions in Schedule BA, or (by) ​ ​ ​ is similar to the subject matter that of any financial covenant in Section 10 and 10, or related definitions in Schedule BA, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or more beneficial to the lender(s) and/or holder(s) under such MFL Agreement (any such provision, together with any related definitions (including, any term defined therein with reference to the application of GAAP, as identified in such MFL Agreement), an “Additional or More Restrictive Covenant”; provided that, in the case of the foregoing clause (by), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company Constituent Companies shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Covenant; provided that a Most Favored Lender Notice is not required to be given in the case of the Additional or More Restrictive Covenants incorporated herein on the Execution Date or through and including the First Amendment Date. Thereupon, unless waived in writing by the Required Holders within 10 Business Days days of the Purchasers’ and holders’ receipt of such notice, such Additional or More Restrictive Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective (a) in the case of any Additional or More Restrictive Covenant effective on the Execution Date or through and including the First Amendment Date, as of the First Amendment Date, and (b) in the case of any Additional or More Restrictive Covenant effective after the First Amendment Date, as of the date when such Additional or More Restrictive Covenant became effective under the relevant MFL Agreement. Any Additional or More Restrictive Covenant incorporated into this Agreement pursuant to this provision, (1) shall remain unchanged be deemed automatically waived herein notwithstanding to reflect any temporary waiver of such Additional or More Restricted Restrictive Covenant under the relevant MFL Agreement, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Covenant under the relevant MFL Agreement and (3) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement or if the relevant MFL Agreement has been terminated and has no Indebtedness or commitments outstanding thereunderterminated; provided that in no event shall the effect of any event contemplated by clause (1), (2) or (3) above result in any covenant set forth in Section 10 being less restrictive than it was on the First Amendment Effective Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement in connection with an event contemplated by clause (1), (2) or (3) above (other than in connection with the extension of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement in connection with its termination) then is paid to each holder of Notes at the Company same time and on equivalent terms (and for the avoidance of doubt such amounts shall pay be proportional to the holders of the Notes equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding aggregate principal amount of Notes outstanding as compared to the Notes and the principal aggregate amount of the Indebtedness outstanding under the relevant MFL Agreement, substantially concurrently therewith); (ii) and provided further that no Additional or More Restrictive Covenant shall be so deemed automatically waived, amended or deleted during any time that a Default or Event of Default has occurred and is continuing and (iii) no Additional or More Restrictive Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company shall have first provided notice thereof to each holder of the Notescontinuing. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 9.10 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Covenant in the relevant MFL Agreement shall apply notwithstanding the grace period set forth in Section 11(c)(1)apply.

Most Favored Lender Provision. If at any time the Bank any Material Credit Agreement Facility or any Note Purchase Agreement or any guaranty Guaranty in respect of any thereof (an “MFL Agreement”) shall include any Financial Covenant and such provision (a) that is different from the subject matter of the financial covenants not contained in Section 10 10.6 or the related definitions in Schedule B, or (b) is similar to the subject matter of any financial covenant in Section 10 and related definitions in Schedule B, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or more beneficial to the lender(s) and/or holder(s) under such MFL analogous provision contained in this Agreement (any such provisionFinancial Covenant, together with any related definitions (including any components of such definitions) (including, without limitation, any term defined therein with reference to the application of GAAP, as identified in such MFL AgreementMaterial Credit Facility), an “Additional or More Restrictive Covenant”; provided that, in the case of the foregoing clause (b), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Covenant; provided that a Most Favored Lender Notice is not required to be given in the case of the Additional or More Restrictive Covenants incorporated herein on the Execution Date or through and including the Fourth Amendment Effective Date. Thereupon, unless waived in writing by the Required Holders within 10 Business Days days of the holders’ Purchasers and holders receipt of such notice, such Additional or More Restrictive Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective (a) in the case of any Additional or More Restrictive Covenant effective on the Execution Date or through and including the Fourth Amendment Effective Date, as of such date, and (b) in the case of any Additional or More Restrictive Covenant effective after the Fourth Amendment Effective Date, as of the earliest date when such Additional or More Restrictive Covenant became effective under the relevant MFL Agreementsuch Material Credit Facility. Any Additional or More Restrictive Covenant incorporated into this Agreement pursuant to this provision, (1) shall remain unchanged be deemed automatically waived herein notwithstanding to reflect any temporary waiver of such Additional or More Restricted Covenant Xxxxxxxxxxx Xxxxxxxx under the relevant MFL Agreementapplicable Material Credit Facility, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Covenant under the relevant MFL Agreement applicable Material Credit Facility; and (3) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement or if the relevant MFL Agreement has been terminated and has no Indebtedness or commitments outstanding thereundereach Material Credit Facility; provided that in no event shall the effect of any event contemplated by clause (1), (2) or (3) above result in any covenant set forth in Section 10 10.6 being less restrictive than it was on the First Fourth Amendment Effective Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement any Material Credit Facility in connection with an event contemplated by clause (1), (2) or (3) above (other than in connection with the extension reimbursement of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or expenses and repayment in full of the relevant MFL Agreement such Material Credit Facility in connection with its termination) then is paid to each holder of Notes at the Company shall pay to the holders of the Notes same time and on equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding principal amount of the Notes terms; and the principal amount of Indebtedness outstanding under the relevant MFL Agreement, substantially concurrently therewith; (ii) provided further that no Additional or More Restrictive Covenant shall be so deemed automatically waived, amended or deleted during any time that a Default or Event of Default has occurred and is continuing and (iii) no Additional or More Restrictive Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company shall have first provided notice thereof to each holder of the Notescontinuing. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 9.10 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Covenant in the relevant MFL Agreement applicable Material Credit Facility shall apply notwithstanding apply. Notwithstanding the grace period set forth foregoing, nothing in this Section 9.10 shall obligate the Company to provide notice of any Additional or More Restrictive Covenant, or for any Additional or More Restrictive Covenant to be incorporated herein, if such Additional or More Restrictive Covenant is contained in an agreement that relates solely to Indebtedness incurred by a Subsidiary that is not an Unencumbered Property Owner Subsidiary or an Unencumbered Equity Owner Subsidiary and such Additional or More Restrictive Covenant applies only to such Subsidiary. Although it will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 11(c)(1)3.

Most Favored Lender Provision. If at any time the Bank Credit Agreement or any Additional Note Purchase Agreement or any guaranty Guaranty in respect of any thereof (an aan “MFL Agreement”) shall include any Financial Covenant and such provision (ais not contained in this(x) is different from the subject matter of the financial any covenants in Section 10 10, or the related definitions in Schedule BA, or (by) is similar to the subject matter that of any financial covenant in Section 10 and 10, or related definitions in Schedule BA, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or more beneficial to the lender(s) and/or holder(s) under such MFL Agreement (any such provision, together with any related definitions (including, any term defined therein with reference to the application of GAAP, as identified in such MFL Agreement), an “Additional or Covenant”or More Restrictive Covenant”; provided that, in the case of the foregoing clause (by), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company Constituent Companies shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Covenant; provided that a Most Favored Lender Notice is not required to be given in the case of the Additional or More Restrictive Covenants incorporated herein on the Execution Date or through and including the First Amendment Date. Thereupon, unless waived in writing by the Required Holders within 10 Business Days days of the Purchasers’ and holders’ receipt of such notice, such Additional or More Restrictive Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective (a) in the case of any Additional or More Restrictive Covenant effective on the Execution Date or through and including the First Amendment Date, as of the ExecutionFirst Amendment Date, and (b) in the case of any Additional or More Restrictive Covenant effective after the ExecutionFirst Amendment Date, as of the date when such Additional or More Restrictive Covenant became effective under the relevant MFL Agreement. Any Additional or More Restrictive Covenant incorporated into this Agreement pursuant to this provision, (1) shall remain unchanged be deemed automatically waived herein notwithstanding to reflect any temporary waiver of such Additional or More Restricted Restrictive Covenant under the relevant MFL Agreement, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Covenant under the relevant MFL Agreement and (3) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement or if the relevant MFL Agreement has been terminated and has no Indebtedness or commitments outstanding thereunderterminated; provided that in no event shall the effect of any event contemplated by clause (1), (2) or (3) above result in any covenant set forth in Section 10 being less restrictive than it was on the First Amendment Effective Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement in connection with an event contemplated by clause (1), (2) or (3) above (other than in connection with the extension of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement in connection with its termination) then is paid to each holder of Notes at the Company same time and on equivalent terms (and for the avoidance of doubt such amounts shall pay be proportional to the holders of the Notes equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding aggregate principal amount of Notes outstanding as compared to the Notes and the principal aggregate amount of the Indebtedness outstanding under the relevant MFL Agreement, substantially concurrently therewith); (ii) and provided further that no Additional or More Restrictive Covenant shall be so deemed automatically waived, amended or deleted during any time that a Default or Event of Default has occurred and is continuing and (iii) no Additional or More Restrictive Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company shall have first provided notice thereof to each holder of the Notescontinuing. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 9.10 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Covenant in the relevant MFL Agreement shall apply notwithstanding the grace period set forth in Section 11(c)(1)apply.

Most Favored Lender Provision. If at any time the Bank Credit Agreement or any Additional Note Purchase Agreement or any guaranty Guaranty in respect of any thereof (an a “MFL Agreement”) shall include any Financial Covenant and such provision (a) is different from the subject matter of the financial covenants not contained in Section 10 or the related definitions in Schedule B, or (b) is similar to the subject matter of any financial covenant in Section 10 and related definitions in Schedule B, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or more beneficial to the lender(s) and/or holder(s) under such MFL this Agreement (any such provision, together with any related definitions (including, any term defined therein with reference to the application of GAAP, as identified in such MFL Agreement), an “Additional or More Restrictive Covenant”; provided that, in the case of the foregoing clause (b), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company Constituent Companies shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Covenant; provided that a Most Favored Lender Notice is not required to be given in the case of the Additional Covenants incorporated herein on the Execution Date. Thereupon, unless waived in writing by the Required Holders within 10 Business Days days of the holders’ Purchasers and holders receipt of such notice, such Additional or More Restrictive Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective (a) in the case of any Additional Covenant effective on the Execution Date, as of the Execution Date, and (b) in the case of any Additional Covenant effective after the Execution Date, as of the date when such Additional or More Restrictive Covenant became effective under the relevant MFL Agreement. Any Additional or More Restrictive Covenant incorporated into this Agreement pursuant to this provision, (1) shall remain unchanged be deemed automatically waived herein notwithstanding to reflect any temporary waiver of such Additional or More Restricted Covenant under the relevant MFL Agreement, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Covenant under the relevant MFL Agreement and (3) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement or if the relevant MFL Agreement has been terminated and has no Indebtedness or commitments outstanding thereunderterminated; provided that in no event shall the effect of any event contemplated by clause (2) or (3) above result in any covenant set forth in Section 10 being less restrictive than it was on the First Amendment Effective Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement in connection with an event contemplated by clause (1), (2) or (3) above (other than in connection with the extension of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement in connection with its termination) then is paid to each holder of Notes at the Company same time and on equivalent terms (and for the avoidance of doubt such amounts shall pay be proportional to the holders of the Notes equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding aggregate principal amount of Notes outstanding as compared to the Notes and the principal aggregate amount of the Indebtedness outstanding under the relevant MFL Agreement, substantially concurrently therewith); (ii) and provided further that no Additional or More Restrictive Covenant shall be so deemed automatically waived, amended or deleted during any time that a Default or Event of Default has occurred and is continuing and (iii) no Additional or More Restrictive Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company shall have first provided notice thereof to each holder of the Notescontinuing. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 9.10 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Covenant in the relevant MFL Agreement shall apply notwithstanding apply. Although it will not be a Default or an Event of Default if the grace period set forth Constituent Companies fail to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 11(c)(1)3.

Most Favored Lender Provision. If at any time the Bank any Material Credit Agreement Facility or any Note Purchase Agreement or any guaranty Guaranty in respect of any thereof (an “MFL Agreement”) shall include any Financial Covenant and such provision (a) is different from the subject matter of the financial covenants not contained in Section 10 or the related definitions in Schedule B, or (b) is similar to the subject matter of any financial covenant in Section 10 and related definitions in Schedule B, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or more beneficial to the lender(s) and/or holder(s) under such MFL this Agreement (any such provision, together with any related definitions (including, without limitation, any term defined therein with reference to the application of GAAP, as identified in such MFL Agreementany Material Credit Facility), an “Additional or More Restrictive Covenant”; provided that, in the case of the foregoing clause (b), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company shall promptly, -30- and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Covenant; provided that a Most Favored Lender Notice is not required to be given in the case of the Additional Covenants incorporated herein on the date of this Agreement. Thereupon, unless waived in writing by the Required Holders within 10 Business Days days of the holders’ Purchasers and holders receipt of such notice, such Additional or More Restrictive Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective (a) in the case of any Additional Covenant effective on the date of this Agreement, as of the date of this Agreement, and (b) in the case of any Additional Covenant effective after the date of this Agreement, as of the earliest date when such Additional or More Restrictive Covenant became effective under the relevant MFL Agreementany Material Credit Facility. Any Additional or More Restrictive Covenant incorporated into this Agreement pursuant to this provision, (1) shall remain unchanged herein notwithstanding any temporary waiver of such Additional or More Restricted Covenant under the relevant MFL Agreementany Material Credit Facility, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Covenant under the relevant MFL Agreement any Material Credit Facility and (3) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement any Material Credit Facility or if the relevant MFL Agreement such Material Credit Facility has been terminated and has no Indebtedness or commitments outstanding thereunderterminated; provided that in no event shall the effect of any event contemplated by clause (2) or (3) above result in any covenant set forth in Section 10 being less restrictive than it was on the First Amendment Effective Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement a Material Credit Facility in connection with an event contemplated by clause (2) or (3) above (other than in connection with the extension of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement such Material Credit Facility in connection with its termination) then is paid to each holder of Notes at the Company shall pay to the holders of the Notes same time and on equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding principal amount of the Notes terms; and the principal amount of Indebtedness outstanding under the relevant MFL Agreement, substantially concurrently therewith; (ii) provided further that no Additional or More Restrictive Covenant shall be so deemed automatically amended or deleted during any time that a Default or Event of Default has occurred and is continuing and (iii) no Additional or More Restrictive Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company shall have first provided notice thereof to each holder of the Notescontinuing. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 9.10 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Covenant in the relevant MFL Agreement applicable Material Credit Facility shall apply notwithstanding the grace period set forth in Section 11(c)(1)apply.

Most Favored Lender Provision. If at any time the Bank a Principal Credit Agreement or any Note Purchase Agreement Facility or any guaranty in respect of any thereof (an “MFL Agreement”) shall include any Financial Covenant and such provision (a) is different from not expressly contained in Section 10.6 on the subject matter date of the financial covenants in Section 10 or the related definitions in Schedule B, or (b) is similar to the subject matter of any financial covenant in Section 10 and related definitions in Schedule B, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or more beneficial to the lender(s) and/or holder(s) under such MFL Agreement Closing (any such provision, together with any related definitions (including, any term defined therein with reference to the application of GAAP, as identified in such MFL AgreementPrincipal Credit Facility), an “Additional or More Restrictive Incorporated Covenant”; provided that, in the case of the foregoing clause (b), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company Constituent Companies shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Incorporated Covenant; provided that a Most Favored Lender Notice is not required to be given in the case of any Incorporated Covenant incorporated herein on the date of the Closing. Thereupon, unless waived in writing by the Required Holders within 10 Business Days days of the Purchasers’ and holders’ receipt of such notice, such Additional or More Restrictive Incorporated Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective (a) in the case of any Incorporated Covenant effective on the date of the Closing, as of the such date, and (b) in the case of any Incorporated Covenant effective after the date of the Closing, as of the date when such Additional or More Restrictive Incorporated Covenant became effective under the relevant MFL Agreementsuch Principal Credit Facility. Any Additional or More Restrictive Incorporated Covenant incorporated into this Agreement pursuant to this provision, provision (1) shall remain unchanged herein notwithstanding any temporary waiver of such Additional or More Restricted Incorporated Covenant under the relevant MFL AgreementPrincipal Credit Facility, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Incorporated Covenant under the relevant MFL Agreement Principal Credit Facility and (3) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Incorporated Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement Principal Credit Facility or if the relevant MFL Agreement Principal Credit Facility has been terminated and has no Indebtedness or commitments outstanding thereunderterminated; provided that in no event shall the effect of any event contemplated by clause (2) or (3) above result in any covenant set forth in Section 10 being less restrictive than it was on the First Amendment Effective Date or being deleted herefrom; provided further that (i) if in each case that return for any such Incorporated Covenant ceasing to be in effect or being deleted or being so amended or modified in such Principal Credit Facility, any fee or other form of consideration (other than (A) commitment fees, upfront fees, ticking fees, alternate transaction fees and similar fees given in consideration of a new extension of credit in connection with an extension or replacement of such Principal Credit Facility, (B) amounts paid in satisfaction of principal or interest under such Principal Credit Facility and (C) structuring, arrangement or similar fees solely for the account of the agents or arrangers under such Principal Credit Facility in connection with such deletion, amendment or modification) is paid given or provided agreed to be given to any holder of Indebtedness under the relevant MFL Agreement in connection with an event contemplated by clause (2) or (3) above (other than in connection with the extension of the term of the relevant MFL Agreementsuch Principal Credit Facility, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement in connection with its termination) then the Company Constituent Companies shall pay or agree to pay to the holders of the Notes equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding principal amount of the Notes and the principal amount of Indebtedness outstanding under the relevant MFL Agreementsuch Principal Credit Facility, substantially concurrently therewith; (ii) no Additional or More Restrictive Incorporated Covenant shall be so deemed automatically amended or deleted during any time that a Default or Event of Default has occurred and is continuing continuing; and (iii) no Additional or More Restrictive Incorporated Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company Constituent Companies shall have first provided notice thereof to each Purchaser and holder of the Notes. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 9.10 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Incorporated Covenant in the relevant MFL Agreement shall apply Principal Credit Facility (notwithstanding the grace period set forth in Section 11(c)(111(d)) shall apply.

Most Favored Lender Provision. If at any time the Bank Material Credit Agreement or any Note Purchase Agreement Facility or any guaranty in respect of any thereof (an “MFL Agreement”) shall include any Financial Covenant and such provision (a) is different from the subject matter of the financial covenants not contained in Section 10 or the related definitions in Schedule B, or (b) is similar to the subject matter of any financial covenant in Section 10 and related definitions in Schedule B, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or more beneficial to the lender(s) and/or holder(s) under such MFL this Agreement (any such provision, together with any related definitions (including, without limitation, any term defined therein with reference to the application of GAAP, as identified in such MFL Agreementthe Material Credit Facility), an “Additional or More Restrictive Covenant”; provided that, in the case of the foregoing clause (b), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Covenant; provided that a Most Favored Lender Notice is not required to be given in the case of the Additional Covenants incorporated herein on the Execution Date. Thereupon, unless waived in writing by the Required Holders within 10 Business Days days of the Purchasers and holders’ receipt of such notice, such Additional or More Restrictive Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective (a) in the case of any Additional Covenant effective on the Execution Date, as of the Execution Date, and (b) in the case of any Additional Covenant effective after the Execution Date, as of the date when such Additional or More Restrictive Covenant became effective under the relevant MFL AgreementMaterial Credit Facility. Any Additional or More Restrictive Covenant incorporated into this Agreement pursuant to this provision, (1) shall remain unchanged herein notwithstanding any temporary waiver of such Additional or More Restricted Covenant under the relevant MFL AgreementMaterial Credit Facility, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Covenant under the relevant MFL Agreement Material Credit Facility and (3) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement or if the relevant MFL Agreement has been terminated and has no Indebtedness or commitments outstanding thereunderMaterial Credit Facility; provided that in no event shall the effect of any event contemplated by clause (2) or (3) above result in any covenant set forth in Section 10 being less restrictive than it was on the First Amendment Effective Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement in connection with an event contemplated by clause (2) or (3) above (other than in connection with the extension of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement in connection with its termination) then the Company shall pay to the holders of the Notes equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding principal amount of the Notes and the principal amount of Indebtedness outstanding under the relevant MFL Agreement, substantially concurrently therewith; (ii) no Additional or More Restrictive Covenant shall be so deemed automatically amended or deleted during any time that a Default or Event of Default has occurred and is continuing and (iii) no Additional or More Restrictive Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company shall have first provided notice thereof to each holder of the Notescontinuing. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 9.10 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Covenant in the relevant MFL Agreement Material Credit Facility shall apply notwithstanding apply. It will not be a Default or an Event of Default if the grace period set forth Company fails to comply with any provision of this Section 9 on or after the Execution Date and prior to the Closing; provided that, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 11(c)(1)3.

Most Favored Lender Provision. If at any time the Bank any Material Credit Agreement Facility or any Note Purchase Agreement or any guaranty Guaranty in respect of any thereof (an “MFL Agreement”) shall include any Financial Covenant and such provision (a) that is different from the subject matter of the financial covenants not contained in Section 10 10.6 or the related definitions in Schedule B, or (b) is similar to the subject matter of any financial covenant in Section 10 and related definitions in Schedule B, but contains one or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein or more beneficial to the lender(s) and/or holder(s) under such MFL Agreement analogous provision contained in Section 10.6 (any such provisionFinancial Covenant, together with any related definitions (including any components of such definitions) (including, without limitation, any term defined therein with reference to the application of GAAP, as identified in such MFL AgreementMaterial Credit Facility), an “Additional or More Restrictive Covenant”; provided that, in the case of the foregoing clause (b), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Covenant; provided that a Most Favored Lender Notice is not required to be given in the case of the Additional or More Restrictive Covenants incorporated herein on the Execution Date or through and including the Amendment Effective Date. Thereupon, unless waived in writing by the Required Holders within 10 Business Days days of the holders’ Purchasers and holders receipt of such notice, such Additional or More Restrictive Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective (a) in the case of any Additional or More Restrictive Covenant effective on the Execution Date or through and including the Amendment Effective Date, as of such date, and (b) in the case of any Additional or More Restrictive Covenant effective after the Amendment Effective Date, as of the earliest date when such Additional or More Restrictive Covenant became effective under the relevant MFL Agreementsuch Material Credit Facility. Any Additional or More Restrictive Covenant incorporated into this Agreement pursuant to this provision, (1) shall remain unchanged be deemed automatically waived herein notwithstanding to reflect any temporary waiver of such Additional or More Restricted Restrictive Covenant under the relevant MFL Agreementapplicable Material Credit Facility, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Covenant under the relevant MFL Agreement applicable Material Credit Facility; and (3) shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant MFL Agreement or if the relevant MFL Agreement has been terminated and has no Indebtedness or commitments outstanding thereundereach Material Credit Facility; provided that in no event shall the effect of any event contemplated by clause (1), (2) or (3) above result in any covenant set forth in Section 10 10.6 being less restrictive than it was on the First Amendment Effective Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement any Material Credit Facility in connection with an event contemplated by clause (1), (2) or (3) above (other than in connection with the extension reimbursement of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or expenses and repayment in full of the relevant MFL Agreement such Material Credit Facility in connection with its termination) then is paid to each holder of Notes at the Company shall pay to the holders of the Notes same time and on equivalent consideration, determined on a pro rata basis in proportion to the relative outstanding principal amount of the Notes terms; and the principal amount of Indebtedness outstanding under the relevant MFL Agreement, substantially concurrently therewith; (ii) provided further that no Additional or More Restrictive Covenant shall be so deemed automatically waived, amended or deleted during any time that a Default or Event of Default has occurred and is continuing and (iii) no Additional or More Restrictive Covenant shall be so deemed automatically amended in a manner that would cause it to become less restrictive or deleted, unless the Company shall have first provided notice thereof to each holder of the Notescontinuing. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 9.10 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional or More Restrictive Covenant in the relevant MFL Agreement applicable Material Credit Facility shall apply notwithstanding apply. Notwithstanding the grace period set forth foregoing, nothing in this Section 11(c)(1)9.10 shall obligate the Company to provide notice of any Additional or More Restrictive Covenant, or for any Additional or More Restrictive Covenant to be incorporated herein, if such Additional or More Restrictive Covenant is contained in an agreement that relates solely to Indebtedness incurred by a Subsidiary that is not an Unencumbered Property Owner Subsidiary or an Unencumbered Equity Owner Subsidiary and such Additional or More Restrictive Covenant applies only to such Subsidiary.

Most Favored Lender Provision. If at any time the Bank Credit Agreement or any Note Purchase Agreement or any guaranty in respect of any thereof (an “MFL Agreement”) shall include any Financial Covenant and such provision (a) If during any MFL Activation Period the Company or any other Subject Entity becomes or is different from the subject matter liable directly or by way of the financial covenants in Section 10 or the related definitions in Schedule B, or (b) is similar to the subject matter of a guarantee for any Indebtedness outstanding under any Debt Facility that shall contain any financial covenant that requires a debt to tangible net worth, debt to EBITDA or other financial ratio to be adhered to by any Subject Entity or requires any Subject Entity to maintain tangible net worth or other measure of financial performance or condition at specified levels that is not contained in Section 10 and related definitions this Agreement in Schedule B, but contains one substantially equivalent form or more percentages, amounts, ratios or formulas that is more restrictive than those set forth herein on the Company or such other Subject Entity or would be more beneficial to the lender(s) and/or holder(s) under such MFL holders of the Notes than the analogous covenant set forth in this Agreement (any such provisioncovenant, together with any related definitions (including, any term defined therein with reference to the application of GAAP, as identified in such MFL Agreementan "Additional Covenant"), an “Additional or More Restrictive Covenant”; provided that, in the case of the foregoing clause (b), such covenant or similar restriction shall be deemed an Additional or More Restrictive Covenant only to the extent that it is more restrictive or more beneficial), then the Company shall promptly, and in any event within 10 Business Days thereof, provide a Most Favored Lender Notice to each holder of the Notes with respect to each such Additional or More Restrictive Covenant. Thereuponthen, unless waived in writing by the Required Holders within 10 Business Days of the holders’ receipt of such noticeas provided in Section 9.10(b), such Additional or More Restrictive Covenant (including any necessary corresponding definitions) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date when such Additional or More Restrictive Covenant became effective under the relevant MFL Agreementsuch Debt Facility. Any Additional Covenants that are to become incorporated into this Agreement as of the date of Closing are set forth in Schedule 9.10. (b) If after the date of Closing and during the MFL Activation Period the Company or More Restrictive any other Subject Entity is liable directly or by way of a guarantee for any Indebtedness outstanding under any Debt Facility that shall contain any Additional Covenant, then the Company shall within ten Business Days from the occurrence thereof provide written notice with respect to such Additional Covenant to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten Business Days of the holders' receipt of such notice, such Additional Covenant (including any necessary corresponding definitions) shall be deemed automatically incorporated into this Agreement as provided in Section 9.10(a). 28 (c) Any Additional Covenant incorporated into this Agreement pursuant to this provisionSection 9.10, (1i) shall remain unchanged herein notwithstanding any temporary subsequent waiver of such Additional or More Restricted Covenant covenant under the relevant MFL Agreementapplicable Debt Facility, (2ii) provided that no Default or Event of Default is then in existence, shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional or More Restrictive Covenant under the relevant MFL Agreement and applicable Debt Facility, (3iii) provided that no Default or Event of Default is then in existence, shall be deemed deleted from this Agreement at such time as such Additional or More Restrictive Covenant is deleted or otherwise removed eliminated from or is no longer in effect under or pursuant to the relevant MFL applicable Debt Facility and (iv) shall be deemed deleted from this Agreement or if the relevant MFL Agreement has been terminated and has no Indebtedness or commitments outstanding thereunder; provided that in no event shall the effect of any event contemplated by clause (2) or (3) above result in any covenant set forth in Section 10 being less restrictive than it was on the First Amendment Effective Date or being deleted herefrom; provided further that (i) in each case that any consideration is paid or provided to any holder of Indebtedness under the relevant MFL Agreement in connection with an event contemplated by clause (2) or (3) above (other than in connection with the extension of the term of the relevant MFL Agreement, refinancing or replacing the relevant MFL Agreement or repayment in full of the relevant MFL Agreement in connection with its termination) then the Company shall pay to at such time as the holders of Notes receive notice from the Notes equivalent Company pursuant to Section 9.10(f) that the MFL Activation Period has terminated (provided that such Additional Covenant will be immediately reinstated upon notice from the Company pursuant to Section 9.10(f) that the MFL Activation Period has been reinstated if and to the extent such Additional Covenant is then contained in any other Debt Facility). To the extent that the Company or any other Subject Entity shall directly or indirectly pay or cause to be paid any consideration (whether fees, premiums, supplemental interest or otherwise) for or as an inducement to the entering into by any financier under the applicable Debt Facility of any amendment to such Additional Covenant (including any such amendment effecting any deletion or elimination of such Additional Covenant), the Company or such other Subject Entity shall concurrently pay such consideration, determined on a pro rata basis in proportion the same terms, ratably to the relative each holder of Notes then outstanding principal amount of the Notes and (based on the principal amount of Indebtedness outstanding under such Debt Facility and the relevant MFL Agreement, substantially concurrently therewith; outstanding principal amount of the Notes). (iid) no The breach of any Additional or More Restrictive Covenant incorporated into this Agreement pursuant to Section 9.10(a) shall be so deemed automatically amended or deleted during any time that a Default or constitute an Event of Default has occurred under Section 11, and is continuing and the period of grace (iiiif any) no applicable to the breach of such Additional or More Restrictive Covenant in the applicable Debt Facility shall be so deemed automatically amended apply hereunder. Certificates delivered to the holders of Notes pursuant to Section 7.2(a) shall include the information (including detailed calculations) required in a manner that would cause it order to become less restrictive or deleted, unless establish whether the Company shall have first provided notice thereof to was in compliance, during the interim or annual period covered by the applicable financial statements described in Section 7.2(a), with each holder of the Notes. In determining whether a breach of any Financial Additional Covenant incorporated by reference into this Agreement pursuant to this Section 9.11 shall constitute an Event 9.10. (e) Upon the request of Defaultthe Required Holders or the Company, the Company and the Required Holders shall enter into any additional agreement or amendment to this Agreement reasonably requested evidencing any of the foregoing. (f) For purposes of this Section 9.10, "MFL Activation Period" means any period for which the Company (i) has a corporate credit rating below "BBB" issued by Standard & Poor's or DBRS or below "Baa2" issued by Xxxxx'x or (ii) has no corporate credit rating then in effect by any of graceStandard & Poor's, if any, DBRS or Xxxxx'x. It is acknowledged and agreed by the parties hereto that as of the date of Closing the MFL Activation Period is in effect. The Company shall provide prompt notice to each holder of a Note of any termination or reinstatement of the MFL Activation Period (together with applicable to such Additional or More Restrictive Covenant evidence of the matters specified in the relevant MFL Agreement shall apply notwithstanding the grace period set forth in Section 11(c)(1foregoing clauses (i) and (ii)).