Common use of Most Favored Lender Status Clause in Contracts

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall If at any time after (including, for the avoidance of doubt, on the date of this Agreement enter intothe Second Amendment) any Senior Debt Facility contains any covenant (whether set forth as a covenant, assume undertaking, event of default, restriction or other such provision (or any thereof shall be amended or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of modified)) similar in nature to the Company provisions set out in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms 10.6 of this Agreement shall, without any further action with respect to Permitted Supplier Financings and such covenant (howsoever expressed) is more restrictive on the part of the Company or any of would be more beneficial to the holders of Notes than the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses provisions of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment Section 10.6 of this Agreement to include (any such Additional Covenantscovenant, provided that the execution and delivery of a “More Favorable Covenant”), then (i) such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional More Favorable Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed automatically incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporatedAgreement, mutatis mutandimutandis, as if set forth fully in this Agreementfull herein, effective beginning on as of the date on which when such amendment or modification is More Favorable Covenant shall have become effective under such Senior Debt Facility, and (ii) the relevant Reference Company shall provide a More Favored Lender Notice in respect of such More Favorable Covenant. Any More Favorable Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) pursuant to this Section 10.12, (a) shall thereafter be waived, amended or otherwise modified under this Agreement at such time as the applicable Senior Debt Facility shall be so waived, amended or otherwise modified, provided that (A) if a Default or Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed to be so waived, amended or otherwise modified hereunder at such time, if it should occur, when such Default or Event of Default no longer exists and (B) if any Additional Covenant that has been incorporated herein pursuant fee or other cash consideration is given to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith lenders under the relevant Reference Agreementapplicable Senior Debt Facility for the waiver, amendment or other modification of such More Favorable Covenant, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination equivalent of such Additional Covenant; provided that the failure of fee or other cash consideration shall also be given pro rata to the holders of the Notes at substantially the same time, and the Company to execute and deliver any such amendment (b) shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, be deemed automatically deleted from this Agreement at such time as such applicable Senior Debt Facility shall be terminated and no amounts shall be outstanding thereunder provided above that, if a Default or Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Section 9.9Agreement at such time, if it should occur, when such Default or Event of Default no longer exists.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or is otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders Holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders Holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders Holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders Holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In the event that the Company shall (a) If at any time after the date of this Agreement enter into(i) any Credit Agreement contains a covenant (whether constituting a covenant or event of default) by an Obligor (A) to maintain the Leverage Ratio (or a similar covenant or limitation on Indebtedness contained in any such Credit Agreement) at a level more favorable to the lenders under such Credit Agreement than the level set forth in Section 10.7, assume (B) to maintain a minimum amount of Consolidated Net Worth (or otherwise become bound by a similar covenant contained in any such Credit Agreement), (C) to maintain the Fixed Charge Coverage Ratio (or obligated a similar covenant contained in any such Credit Agreement) at a level more favorable to the lenders under such Credit Agreement than the level set forth in Section 10.9, (D) constituting an Additional Covenant (in addition to the covenants described in clauses (i), (ii) and (iii) above) or (E) constituting an Additional Default, together with all definitions and interpretive provisions from such Credit Agreement to the extent used in relation thereto, or (ii) the Required Holders, acting in their sole discretion, determine that the Parent Guarantor or any Subsidiary has provided any other creditor with greater rights, protections, compensation or other benefits under any agreement creating or evidencing instruments relating to Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to Notes have received under this Agreement or any other Financing Agreement (any such provision described in form and substance satisfactory to clauses (i) or (ii) above, a “Most Favorable Covenant”), then the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery Obligors shall provide a Most Favored Lender Notice in respect of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties heretoMost Favorable Covenant. Notwithstanding the foregoing, (A) if any Additional Such Most Favorable Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed automatically incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporatedAgreement, mutatis mutandimutandis, as if set forth fully in this Agreementfull herein, effective beginning on as of the date on which when such amendment or modification is Most Favorable Covenant shall have become effective under such Credit Agreement (unless such date is prior to the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the NotesClosing, in which case such covenant will be deemed incorporated effective as of the date of the Closing). Thereafter, upon the request of any holder of a Note, the CompanyObligors shall, shall as soon as reasonably practicable, enter into an any additional agreement or amendment to this Agreement and any other Financing Agreement reasonably requested by such holder to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure further evidence any of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9foregoing.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In Issue or permit any Domestic Subsidiary to issue any Indebtedness senior in rank to the event that Notes to be issued hereunder, unless upon the issuance of Notes hereunder, such Notes will be and will remain at least pari passu in rank and privileges with any then existing Indebtedness of the Company, including any Material Credit Facility. Upon issuance, the Company shall at agrees to cause any time after Notes issued hereunder to be secured equally with any then existing Indebtedness of the Company, including any Material Credit Facility. The Company will not enter into, assume or otherwise become bound or obligated, or permit any Subsidiary of the Company to, enter into, assume or otherwise become bound or obligated under any agreement or amendment to any agreement existing on the date hereof creating or evidencing Indebtedness in excess of this Agreement $25,000,000 (including, without limitation, any amendment to any Material Credit Facility) containing one or more Additional Covenants or additional defaults, unless the prior written consent of the Required Holders to such agreement shall have been obtained; provided, however, that if the Company or any Subsidiary shall enter into, assume or otherwise become bound by or obligated under any such agreement creating or evidencing Indebtedness without the prior written consent of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsRequired Holders, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional CovenantsCovenants or Additional Defaults, provided provided, that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.13, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall (a) If at any time after the date of this Agreement enter intoany Credit Agreement contains a covenant (whether constituting a covenant or event of default) by an Obligor (i) to maintain the Leverage Ratio (or a similar covenant or limitation on Indebtedness contained in any such Credit Agreement) at a level more favorable to the lenders under such Credit Agreement than the level set forth in Section 10.7, assume (ii) to maintain a minimum amount of Consolidated Net Worth (or otherwise become bound by a similar covenant contained in any such Credit Agreement) at a level more favorable to the lenders under such Credit Agreement than the level set forth in Section 10.8, (iii) to maintain the Fixed Charge Coverage Ratio (or obligated a similar covenant contained in any such Credit Agreement) at a level more favorable to the lenders under such Credit Agreement than the level set forth in Section 10.9, (iv) constituting an Additional Covenant (in addition to the covenants described in clauses (i), (ii) and (iii) above) or (v) constituting an Additional Default (any agreement creating or evidencing Indebtedness of such provision, together with all definitions and interpretive provisions from such Credit Agreement to the Company extent used in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (relation thereto, a “Reference AgreementMost Favorable Covenant”) containing one or more Additional Covenants), then the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained Obligors shall provide a Most Favored Lender Notice in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery respect of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties heretoMost Favorable Covenant. Notwithstanding the foregoing, (A) if any Additional Such Most Favorable Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed automatically incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporatedAgreement, mutatis mutandimutandis, as if set forth fully in this Agreementfull herein, effective beginning on as of the date on which when such amendment or modification is Most Favorable Covenant shall have become effective under such Credit Agreement (unless such date is prior to the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the NotesClosing, in which case such covenant will be deemed incorporated effective as of the date of the Closing). Thereafter, upon the request of any holder of a Note, the Company, Obligors shall enter into an any additional agreement or amendment to this Agreement reasonably requested by such holder to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure further evidence any of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9foregoing.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.. Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement

Most Favored Lender Status. In the event that the Company Issuer shall at any time after the date of this Agreement August 22, 2013 enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Issuer in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.64.06) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement Second Supplemental Indenture shall, without any further action on the part of the Company Issuer or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Issuer further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders Holders of the Notes) an amendment to this Agreement Second Supplemental Indenture in form and substance satisfactory to the Series HH Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.93.09, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 3.09 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this AgreementSecond Supplemental Indenture, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 3.09 is subsequently removed or terminated from the relevant Reference Agreement or the Company Issuer is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyIssuer, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Issuer otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 3.09 and the Company Issuer and the Series HH Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders Holders of the Series HH Notes, upon the request of the CompanyIssuer, shall enter into an amendment to this Agreement Second Supplemental Indenture to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders Holders of the Series HH Notes and the Company Issuer to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement Second Supplemental Indenture as provided above in this Section 9.93.09. Notwithstanding anything herein to the contrary, no Additional Covenant or any amendment or modification thereof which affects the Trustee’s own rights, duties or immunities under the Original Indenture may be incorporated into this Second Supplemental Indenture without its consent thereto.

Most Favored Lender Status. In the event that the Company shall at any time (a) If after the date of this Agreement enter (i) the Company enters into, assume assumes or otherwise become becomes bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenantsnew Financial Covenants or Sale of Assets Covenants in the Primary Credit Facility or the Company amends any Financial Covenant or Sale of Asset Covenant in the Primary Credit Facility to become more restrictive as to the Company or its Subsidiaries than the Financial Covenants or Sale of Assets Covenant in this Agreement or (ii) any Foreign Subsidiary Borrower enters into, assumes or otherwise becomes bound or obligated under one or more new Financial Covenants or Sale of Assets Covenants in any Material Foreign Credit Facility or any Financial Covenant or Sale of Asset Covenant contained in any Material Foreign Credit Facility is amended to become more restrictive as to the Company or its Subsidiaries than the Financial Covenants or Sale of Assets Covenant in this Agreement, then, in each case of clause (i) and clause (ii) above, the Company will promptly, and in any event within 10 days thereafter, notify the holders of the Notes of such new or amended Financial Covenant or Sale of Asset Covenant and the terms of this Agreement shall, whether or not the Company provides such notice and without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional new or amended Financial Covenant contained in such Reference Agreementor Sale of Asset Covenant. The Company further covenants to promptly execute and deliver at its expense (including, including without limitation, the reasonable fees and expenses of counsel for the holders of the Notes) ), an amendment to this Agreement in form and substance satisfactory to evidence the Required Holders evidencing the amendment inclusion of this Agreement to include such Additional Covenantsnew or amended Financial Covenant or Sale of Asset Covenant, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.11(a), but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that If the Company shall at or any time after the date of this Agreement enter Subsidiary enters into, assume assumes or otherwise become becomes bound by or obligated (including, without limitation, by amendment thereto) under any agreement creating or evidencing Indebtedness of the Company Material Credit Facility, in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) any case containing one or more Additional CovenantsCovenants (other than those in the Credit Agreement on the date of this Agreement) or Additional Defaults (other than those in the Credit Agreement on the date hereof), (a) the Company shall promptly (but in any event within 10 Business Days) provide notice to each holder thereof and (b) the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference AgreementMaterial Credit Facility. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders Holder(s) evidencing the amendment of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.15, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Any Additional Covenant that has been or Additional Default incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, 10.15 shall be deemed incorporated by reference into deleted from this Agreement and replace at such time as such Additional Covenant as originally incorporatedor Additional Default is deleted or otherwise removed from, mutatis mutandior is no longer in effect under, as or pursuant to, the related Material Credit Facility, or if set forth fully the related Material Credit Facility has been terminated; provided, that (i) in no event shall the terms and provisions of the covenants and defaults contained in this Agreement, effective beginning Agreement become less restrictive than the terms and provisions of the covenants and defaults contained in this Agreement on the date on which such amendment Series A Closing Day as a result of this Section 10.15 and (ii) in each case that any consideration is paid or modification is effective provided to any holder of Indebtedness under the relevant Reference Agreement related Material Credit Facility in connection with any such deletion, removal, non-effectiveness or termination (other than reimbursement of expenses and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from repayment in full of the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreementrelated Material Credit Facility in connection with its termination), the Company, beginning on the effective date such Additional Covenant is removed same amount of consideration shall be paid or terminated from the relevant Reference Agreement or the Company otherwise no longer required provided to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement the Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the Tortoise MLP Fund, Inc. Note Purchase Agreement relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In the event that the Company shall at The Issuer will not, and will not permit any time after the date of this Agreement Subsidiary to, enter into, assume or otherwise become bound by or obligated under any agreement creating evidencing, securing, guaranteeing or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing otherwise relating to Designated Debt that contains, or amend any such agreement to contain, one or more Additional CovenantsCovenants or Additional Defaults, unless the terms of Issuer or such Subsidiary has offered to make an amendment to this Agreement, in form and substance satisfactory to the Required Holders, to add to or amend this Agreement to contain such Additional Covenants or Additional Defaults; provided, however, in the event that the Issuer or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, any such agreement without making such offer, or if such offer was made and has not been rejected by the Required Holders, this Agreement shall, without any further action on the part of the Company Parent Company, the Issuer or any of the holders of the Notesholders, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company Issuer further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the Notesholders) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment amendments of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9SECTION 10.11, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant - Note: Parent Company would like to discuss this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9requirement.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or is otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders Holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders Holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Tortoise MLP Fund, Inc. Note Purchase Agreement Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders Holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders Holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In the event that the Company Fund shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Fund in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company Fund or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Fund further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company Fund is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyFund, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Fund otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company Fund and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the CompanyFund, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company Fund to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company Issuer shall at any time after the date of this Agreement Original Issue Date enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Issuer in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.64.06) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement First Supplemental Indenture shall, without any further action on the part of the Company Issuer or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Issuer further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders Holders of the Notes) an amendment to this Agreement First Supplemental Indenture in form and substance satisfactory to the Series HH Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.93.09, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 3.09 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this AgreementFirst Supplemental Indenture, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 3.09 is subsequently removed or terminated from the relevant Reference Agreement or the Company Issuer is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyIssuer, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Issuer otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 3.09 and the Company Issuer and the Series HH Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders Holders of the Series HH Notes, upon the request of the CompanyIssuer, shall enter into an amendment to this Agreement First Supplemental Indenture to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders Holders of the Series HH Notes and the Company Issuer to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement First Supplemental Indenture as provided above in this Section 9.93.09. Notwithstanding anything herein to the contrary, no Additional Covenant or any amendment or modification thereof which affects the Trustee’s own rights, duties or immunities under the Indenture may be incorporated into this First Supplemental Indenture without its consent thereto.

Most Favored Lender Status. In the event that If the Company shall at any time after the date of this Agreement enter enters into, assume assumes or otherwise become is or becomes bound by or obligated under under, or amends, restates or otherwise modifies, any agreement creating or evidencing any Material Indebtedness of the Company Company, or any refinancing or extension of all or any portion thereof (including without limitation all Senior Note Purchase Documents in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing existence on the date hereof and as amended, restated, supplemented, modified or replaced from time to time), to include one or more Additional CovenantsCovenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the NotesLenders, be deemed to be amended automatically and immediately to include each Additional Covenant and each Additional Default contained in such Reference agreement and including such notice, grace or cure periods as are applicable to such Additional Covenant or Additional Default under such agreements; provided that such Additional Covenants and Additional Defaults shall automatically and immediately be deemed to be modified or cease to apply, as applicable, as and when the applicable provisions of such Material Indebtedness originally giving rise to such Additional Covenants or Additional Defaults, as applicable, are modified or cease to apply (including, without limitation, as a result of the repayment in full and irrevocable termination of such Indebtedness), it being understood that any Default or Event of Default existing hereunder in respect of such an Additional Covenant or Additional Default at the time of such modification or cessation shall survive such modification or cessation until cured or waived in accordance with the provisions of this Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of one counsel for the holders of the NotesAdministrative Agent) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders Lenders evidencing the amendment of this Agreement to include or exclude (as the case may be) such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.95.10, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that If the Company shall at or any time after the date of this Agreement enter Subsidiary enters into, assume assumes or otherwise become becomes bound by or obligated (including, without limitation, by amendment thereto) under any agreement creating or evidencing Indebtedness of the Company Material Credit Facility, in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) any case containing one or more Additional CovenantsCovenants (other than those in the Credit Agreement on the date of this Agreement) 3578247962676392 -51- or Additional Defaults (other than those in the Credit Agreement on the date hereof), (a) the Company shall promptly (but in any event within 10 Business Days) provide notice to each holder thereof and (b) the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference AgreementMaterial Credit Facility. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders Holder(s) evidencing the amendment of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.15, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Any Additional Covenant that has been or Additional Default incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, 10.15 shall be deemed incorporated by reference into deleted from this Agreement and replace at such time as such Additional Covenant as originally incorporatedor Additional Default is deleted or otherwise removed from, mutatis mutandior is no longer in effect under, as or pursuant to, the related Material Credit Facility, or if set forth fully the related Material Credit Facility has been terminated; provided, that (i) in no event shall the terms and provisions of the covenants and defaults contained in this Agreement, effective beginning Agreement become less restrictive than the terms and provisions of the covenants and defaults contained in this Agreement on the date on which such amendment Series A Closing Day as a result of this Section 10.15 and (ii) in each case that any consideration is paid or modification is effective provided to any holder of Indebtedness under the relevant Reference Agreement related Material Credit Facility in connection with any such deletion, removal, non-effectiveness or termination (other than reimbursement of expenses and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from repayment in full of the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreementrelated Material Credit Facility in connection with its termination), the Company, beginning on the effective date such Additional Covenant is removed same amount of consideration shall be paid or terminated from the relevant Reference Agreement or the Company otherwise no longer required provided to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the The Company shall at will not, and will not permit any time after the date of this Agreement Subsidiary to, enter into, assume or otherwise become bound by or obligated under any agreement creating evidencing, securing, guaranteeing or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing otherwise relating to Designated Debt that contains, or amend any such agreement to contain, one or more Additional CovenantsCovenants or Additional Defaults, unless the terms of Company or such Subsidiary has offered to make an amendment to this Guaranty and the Note Purchase Agreement, in form and substance satisfactory to the Required Holder(s), to add to or amend this Guaranty and the Note Purchase Agreement to contain such Additional Covenants or Additional Defaults; provided, however, in the event that the Company or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, any such agreement without making such offer, or if such offer was made and has not been rejected by the Required Holder(s), this Guaranty and the Note Purchase Agreement shall, without any further action on the part of the Company Company, the Issuer or any of the holders of the Notesholders, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the Notesholders) an amendment to this Guaranty and the Note Purchase Agreement in form and substance satisfactory to the Required Holders Holder(s) evidencing the amendment amendments of this Guaranty and the Note Purchase Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.94.3, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the The Parent Company shall at will not, and will not permit any time after the date of this Agreement Subsidiary to, enter into, assume or otherwise become bound by or obligated under any agreement creating evidencing, securing, guaranteeing or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing otherwise relating to Designated Debt that contains, or amend any such agreement to contain, one or more Additional CovenantsCovenants or Additional Defaults, unless the terms of Parent Company or such Subsidiary has offered to make an amendment to this Agreement Guaranty and the Amended and Restated Note Purchase Agreements, in form and substance satisfactory to the Required Holders, to add to or amend this Guaranty and the Amended and Restated Note Purchase Agreements to contain such Additional Covenants or Additional Defaults; provided, however, in the event that the Parent Company or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, any such agreement without making such offer, or if such offer was made and has not been rejected by the Required Holders, this Guaranty and the Amended and Restated Note Purchase Agreements shall, without any further action on the part of the Company Parent Company, the Issuer or any of the holders of the NotesNoteholders, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Parent Company further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the NotesNoteholders) an amendment to this Agreement Guaranty and the Amended and Restated Note Purchase Agreements in form and substance satisfactory to the Required Holders evidencing the amendment amendments of this Agreement Guaranty and the Amended and Restated Note Purchase Agreements to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.94.3, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement the Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the Tortoise Energy Infrastructure Corporation Note Purchase Agreement relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In the event that If the Company shall at any time after the date of this Agreement enter enters into, assume assumes or otherwise become is or becomes bound by or obligated under under, or amends, restates or otherwise modifies, any agreement creating or evidencing any Material Indebtedness of the Company Company, or any refinancing or extension of all or any portion thereof (including, without limitation, the Credit Agreement and the other Loan Documents (as defined in excess of $10,000,000 the Credit Agreement) in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing existence on the Effective Date and as amended, restated, supplemented, modified or replaced from time to time), to include one or more Additional CovenantsCovenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically and immediately to include each Additional Covenant and each Additional Default contained in such Reference agreement and including such notice, grace or cure periods as are applicable to such Additional Covenant or Additional Default under such agreements; provided that such Additional Covenants and Additional Defaults shall automatically and immediately be deemed to be modified or cease to apply, as applicable, as and when the applicable provisions of such Material Indebtedness originally giving rise to such Additional Covenants or Additional Defaults, as applicable, are modified or cease to apply (including, without limitation, as a result of the repayment in full and irrevocable termination of such Debt), it being understood that any Default or Event of Default existing hereunder in respect of such an Additional Covenant or Additional Default at the time of such modification or cessation shall survive such modification or cessation until cured or waived in accordance with the provisions of this Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of one counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include or exclude (as the case may be) such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.10, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company Fund shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Fund in excess of $10,000,000 in ClearBridge Energy MLP Fund Inc. Note Purchase Agreement principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company Fund or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Fund further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company Fund is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyFund, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Fund otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company Fund and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the CompanyFund, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company Fund to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that any amounts are outstanding under any of the Company shall Private Placement Facilities at any time after such time, and with respect to the terms and provisions of the Private Placement Documents as in effect on the Closing Date, deem this Agreement to be automatically amended (such amendment to be effective as of the date of the applicable incurrence, creation, assumption or amendment or modification) to include the representations, warranties, covenants and/or event of default provisions of the applicable Private Placement Documents (or amendment or modification thereof), in the event and only to the extent (i) Sections 6A(1) (Consolidated Interest Coverage Ratio), 6A(2) (Consolidated Funded Debt Leverage Ratio), 6G (Limitations on Liens and Encumbrances), or 6I (Guarantees) of the Private Placement Facilities are more favorable to a Private Placement Lender than, or are in addition to, those already set forth and contained in this Agreement enter into, assume and the other Loan Documents or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness (ii) a security interest is granted pursuant to Section 6C of the Company in excess Private Placement Facilities; provided, however, that, so long as no Default or Event of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsDefault shall then exist, the terms any such amendment of this Agreement shall, without any further action on shall be deemed (i) to terminate automatically upon (a) the part repayment in full and termination of the Company Private Placement Facilities or any (b) the effective date of the holders deletion of such more favorable provisions in respect of such Private Placement Facilities pursuant to the Notes, be deemed terms thereof or (ii) to be amended automatically and in like manner and effect upon the effectiveness of any amendment of such more favorable provisions in respect of the Private Placement Facilities pursuant to include each Additional Covenant contained in such Reference Agreementthe terms thereof. The Company further covenants to promptly execute and deliver at its expense Within ten (including, without limitation10) Business Days thereafter, the fees and expenses of counsel for the holders of the Notes) an Co-Borrowers shall deliver a written conforming amendment to this Agreement in form and substance satisfactory other Loan Document, or new loan document, as applicable. Prior to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to amendments or other documents by the effectiveness of such amendment as provided for in Co-Borrowers, this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, Agreement shall be deemed incorporated by reference into this Agreement and replace to contain each such Additional Covenant as originally incorporated, mutatis mutandimore favorable (or, as if set forth fully in this Agreementthe case may be, effective beginning on such additional) representation, warranty, covenant and/or event of default provision for purposes of determining the date on which such amendment or modification is effective under the relevant Reference Agreement rights and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant obligations hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the The Company shall at will not, and will not permit any time after the date of this Agreement Subsidiary to, enter into, assume or otherwise become bound by or obligated under the Credit Agreement or any agreement creating evidencing, securing, guaranteeing or evidencing Indebtedness of otherwise relating to Debt under the Company in excess of $10,000,000 in principal amount (Credit Agreement or any other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing working capital credit facility that contains, or amend the Credit Agreement or any such agreement to contain, one or more Additional CovenantsCovenants or Additional Defaults, unless the Company or such Subsidiary has offered to make an amendment this Agreement, in form and substance satisfactory to the Required Holders, to add to or amend this Agreement to contain such Additional Covenants or Additional Defaults; provided, however, in the event that the Company or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, the terms of Credit Agreement or any such agreement without making such offer, or if such offer was made and has not been rejected by the Required Holders, this Agreement shall, without any further action on the part of the Company Company, or any of the holders of the Notesholders, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the Notesholders) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment amendments of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.18, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.”

Most Favored Lender Status. In the event that (a) If the Company shall at agrees to any time after addition, amendment, waiver, deletion, termination or other modification of any affirmative or negative covenant, default, event of default or comparable provision (however named or designated) set forth in the date of this Credit Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness then in effect (including as a result of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6refinancing, replacement or extension thereof) (a “Reference AgreementCredit Agreement Modification”) containing one which is more or more Additional Covenants, the terms of this Agreement shall, without any further action less restrictive on the part of the Company or any of Subsidiary than the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant provisions contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense this Agreement (including, without limitation, those set forth on Schedule 10.7), then the fees and expenses Company shall, within five (5) Business Days of counsel for each such Credit Agreement Modification, provide a notice to the holders of the Notes) an amendment to this Notes in respect of each such Credit Agreement in form Modification. Each of the provisions set forth on Schedule 10.7 are on the date hereof (and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to immediately upon the effectiveness of a Credit Agreement Modification which shall have occurred after the date hereof, the terms of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, Credit Agreement Modification shall be deemed (subject to the proviso below and subject to the next succeeding sentence), automatically) incorporated by reference into this Agreement (each such Credit Agreement Modification and replace such Additional Covenant each of the provisions set forth on Schedule 10.7 as originally incorporatedso incorporated is herein referred to as an “Incorporated Provision”), mutatis mutandimutandis, as if set forth fully herein; provided, that at any time a Default or Event of Default has occurred and is continuing, no Credit Agreement Modification which is less restrictive on the Company or any Subsidiary will be deemed incorporated into this Agreement without the prior written consent of the Required Holders, which written consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in no event shall an Incorporated Provision (i) amend or modify any provision otherwise set forth herein to make such provision less restrictive as to the Company or any Subsidiary than the corresponding provision set forth in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and as amended from time to time (B) if any Additional Covenant that has been incorporated herein pursuant without giving effect to this Section 9.9 is subsequently removed or terminated from 10.7), except to the relevant Reference Agreement or limited extent that any provisions set forth on Schedule 10.7 as of the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant Closing Day (and any modifications to this Section 9.9 and Agreement effected thereby as of the Closing Day) may be less restrictive as to the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders its Subsidiaries as of the NotesClosing Day (any such less restrictive provision on Schedule 10.7, upon a “Closing Day Less Restrictive Provision”), or (ii) delete the request parenthetical phrase set forth in Section 10.4(i). For the avoidance of doubt, any change in the Company, modifications effected by Schedule 10.7 as the result of a Credit Agreement Modification after the DB1/ 87639059.10 Closing Day shall enter into an amendment be disregarded if it would have the effect of making any Closing Day Less Restrictive Provision less restrictive as to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver or any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9Subsidiary.

Most Favored Lender Status. In To the event extent that the Company shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or Loan Party is obligated under any agreement creating Repurchase Facility, loan agreement, warehouse facility or evidencing Indebtedness similar credit facility or any Guarantee thereof, in any such case, in an aggregate principal amount that exceeds the Threshold Amount (any of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a foregoing, “Reference AgreementSpecified MFN Debt”) containing one to comply with any financial covenant measured with respect to any Loan Party or with respect to any Loan Party and its Subsidiaries on a consolidated basis, and such financial covenant is more Additional Covenantsrestrictive to any Loan Party than any financial covenant set forth in this Section 6.13, the terms of or is in addition to any financial covenant set forth in this Agreement Section 6.13, then such financial covenant shall, without any with no further action required on the part of any Loan Party, any Lender or the Company or any Administrative Agent, automatically become a part of this Section 6.13 and be incorporated herein, mutatis mutandis, and Holdings hereby covenants to maintain compliance with such financial covenant at all times throughout the remaining term of this Agreement. In connection herewith, Holdings agrees to promptly notify the Administrative Agent of the holders execution of any agreement or other document that would cause the Notes, be deemed provisions of this Section 6.13(f) to be amended automatically become effective. Holdings and the Borrowers further agree to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment any new amendments to this Agreement in form and substance satisfactory to that are reasonably requested by the Administrative Agent or the Required Holders evidencing the amendment of this Agreement Lenders to include evidence all such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties heretonew or modified provisions. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, financial covenant shall be deemed incorporated by reference into automatically deleted from this Agreement and replace at such Additional Covenant time as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment financial covenant is deleted or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently otherwise removed or terminated from the relevant Reference Agreement Specified MFN Debt or the Company is otherwise no longer required to comply therewith under the relevant Reference AgreementSpecified MFN Debt shall have been terminated, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunderall commitments thereunder cancelled and all liabilities existing thereunder paid in full (other than unasserted contingent liabilities and obligations not then due and payable). In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.110

Most Favored Lender Status. In the event that the Company Fund shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Fund in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, ClearBridge Energy MLP Opportunity Fund Inc. Note Purchase Agreement without any further action on the part of the Company Fund or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Fund further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company Fund is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyFund, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Fund otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company Fund and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the CompanyFund, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company Fund to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company Fund shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Fund in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”” ) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company Fund or any of the ClearBridge Energy MLP Fund Inc. Note Purchase Agreement holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Fund further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company Fund is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyFund, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Fund otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company Fund and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the CompanyFund, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company Fund to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company Fund shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Fund in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company Fund or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Fund further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company Fund is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyFund, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Fund otherwise no longer ClearBridge Energy MLP Fund Inc. Note Purchase Agreement required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company Fund and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the CompanyFund, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company Fund to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall If at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount Execution Date a Material Credit Facility (other than Indebtedness permitted a Material Credit Facility that constitutes Acquired Debt) contains a financial covenant (regardless of whether such provision is labeled or otherwise characterized as a covenant, a definition or a default) by Section 10.6) the Company that is more favorable to the lenders under such Material Credit Facility than the covenants, definitions and/or defaults contained in this Agreement (any such provision (including any necessary definition), a “Reference More Favorable Covenant”), then the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Covenant. Unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Covenant shall be deemed automatically incorporated by reference into Section 10 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Covenant shall have become effective under such Material Credit Facility. Any More Favorable Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) containing one pursuant to Global Water Resources, Inc. Note Purchase Agreement this Section 9.10 (i) shall be deemed automatically amended herein to reflect any subsequent amendments made to such More Favorable Covenant under the applicable Material Credit Facility; provided that, if a Default or more Additional Covenantsan Event of Default then exists and the amendment of such More Favorable Covenant would make such covenant less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time, if it should occur, when such Default or Event of Default no longer exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such More Favorable Covenant is deleted or otherwise removed from the applicable Material Credit Facility or such applicable Material Credit Facility ceases to be a Material Credit Facility or shall be terminated; provided that, if a Default or an Event of Default then exists, such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time, if it should occur, when such Default or Event of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under such Material Credit Facility for such amendment or deletion, the terms equivalent of this Agreement shallsuch fee or other consideration shall be given, without any further action on the part of the Company or any of pro rata, to the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In After the Closing Date, the Borrowers will not and will not permit any one or more of their Subsidiaries to enter into, assume or otherwise be bound or obligated under any agreement creating or evidencing Indebtedness in excess of $500,000 in the aggregate or any agreement executed and delivered in connection with any Indebtedness in excess of $500,000 in the aggregate containing one or more Additional Covenants or Additional Defaults, unless prior written consent to such agreement shall have been obtained pursuant to Section 12.15 hereof; PROVIDED, HOWEVER, in the event that the Company Borrowers or any Subsidiary shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any such agreement creating or evidencing Indebtedness without the prior written consent of the Company in excess holder of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenantsthe Bank Note, the terms of this Agreement shall, without any further action on the part of the Company Borrowers or any of the holders holder of the NotesBank Note, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement, but only for so long as such Additional Covenants and Additional Defaults remain in effect with respect to such other agreement. The Company Borrowers further covenants covenant to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders holder of the NotesBank Note) an amendment to this Agreement in form and substance satisfactory to the Required Holders Banks evidencing the amendment of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9paragraph 7.38, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of Kxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall If at any time after the Amendment Effective Date (a) the Company enters into any amendment, modification or termination of the net worth covenant in Section 9.1(e) of the Bank Credit Agreement or any related definitions or adds an additional net worth covenant thereto or to any replacement thereof (collectively, the “New Financial Covenant”), then and in any such event the Company shall give written notice thereof to each holder of the Notes not later than thirty days following the date of this Agreement enter intoexecution of such amendment, assume modification, addition or otherwise become bound by termination thereof, as the case may be. Effective on the date of such amendment, modification, addition or obligated under any agreement creating or evidencing Indebtedness termination of the Company net worth covenant in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.69.1(e) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company Bank Credit Agreement, as the case may be, such New Financial Covenant or Covenants and related definitions shall then and thereupon be deemed to have been incorporated herein and/or amended, modified, added or terminated, as the case may be. Any event of default in respect of any of the holders of the Notes, such New Financial Covenant so included herein shall be deemed to be amended automatically an Event of Default pursuant to include each Additional Covenant contained in such Reference Section 11(c) and otherwise subject to all applicable terms and provisions of this Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of one counsel for the holders of the Notes) an each and every amendment to this Agreement in form and substance satisfactory to the Required Holders and the Company evidencing the amendment of this Agreement to include include, modify or exclude, as the case may be, any such Additional CovenantsNew Financial Covenant, provided that the execution and delivery of any such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9amendment, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.”

Most Favored Lender Status. In The Company shall not, and shall not permit any Subsidiary to, enter into, assume or otherwise be bound or obligated under Material Debt Agreement (as defined below) containing one or more Additional Financial Covenants or Additional Defaults, without the event prior written consent of the Required Lenders; provided that if the Company or any Subsidiary shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness Material Debt Agreement without the prior written consent of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsRequired Lenders, the terms of this Agreement shall, without any further action on the part of the Company Company, the Administrative Agent or any of the holders of the NotesLender, be deemed to be amended automatically to include each Additional Financial Covenant and each Additional Default contained in Material Debt Agreement, but only for so long as such Reference Additional Financial Covenant or Additional Default remains in effect under such Material Debt Agreement. The Company further covenants to shall promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notesincluding Attorney Costs) an amendment to this Agreement in form and substance satisfactory to the Required Holders Lenders evidencing the amendment of this Agreement to include any such Additional Covenants, Financial Covenant and/or Additional Default; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such the effectiveness of any amendment as provided for in this Section 9.9, but shall merely be for the convenience 8.16. For purposes of the parties hereto. Notwithstanding the foregoing, “Material Debt Agreement” means any agreement (Aor group of related agreements) if under which the Company and/or any Additional Covenant that Subsidiary at any time incurs (directly, by assumption, by operation of law or otherwise) or has been incorporated herein the right to incur (pursuant to this Section 9.9 is subsequently amended or modified committed financing) Indebtedness in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders excess of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant$50,000,000; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment agreement (or group of related agreements) shall not adversely affect cease to be a Material Debt Agreement if the automatic incorporation total amount of any amended Debt and unfunded commitments thereunder is permanently reduced to $30,000,000 or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9less.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement the Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Tortoise Energy Infrastructure Corporation Note Purchase and Private Shelf Agreement Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In the event that the Company shall If at any time after the Effective Date, the Existing 5-Year Credit Agreement or any other credit agreement, indenture, loan agreement, note purchase agreement or other similar agreement with respect to any Material Indebtedness (other than any Indebtedness of the Parent Guarantor to any Subsidiary and of any Subsidiary to the Parent Guarantor or any other Subsidiary) (each a “Subject Agreement”) shall contain any covenant or any other provision measuring financial performance (however expressed and whether stated as a ratio, fixed threshold, event of default, mandatory prepayment provision, trigger with respect to collateral, review event or otherwise) that is not in effect on the date hereof and which is more beneficial to the lenders under such Subject Agreement, or is more restrictive on the Parent Guarantor or any of its Subsidiaries than the provisions of this Agreement enter into(each, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness a “Subject Provision”), then the Parent Guarantor shall provide prompt written notice thereof to the Administrative Agent (and furnish the Administrative Agent a copy of the Company definitive documentation for such Subject Agreement). Thereupon, unless waived in excess of $10,000,000 in principal amount (other than Indebtedness permitted writing by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference AgreementLenders, such Additional Covenant, as amended or modified, Subject Provision shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporatedAgreement, mutatis mutandimutandis, as if set forth fully in this Agreement, herein effective beginning on as of the date on which when such amendment or modification is Subject Provision became effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference such Subject Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the NotesThereafter, upon the request of the CompanyRequired Lenders, the Obligors shall enter into an any additional agreement or amendment to this Agreement reasonably requested evidencing any of the foregoing. Any Subject Provision incorporated into this Agreement pursuant to reflect such amendment, modification, removal this Section 6.10 shall remain unchanged and shall not be deemed amended or termination waived under this Agreement notwithstanding any amendment or waiver of such Additional Covenant; provided that Subject Provision under the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9applicable Subject Agreement.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the The Company shall at will not, and will not permit any time after the date of this Agreement Subsidiary to, enter into, assume or otherwise become bound by or obligated under any agreement creating evidencing, securing, guaranteeing or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing otherwise relating to Designated Debt that contains, or amend any such agreement to contain, one or more Additional CovenantsCovenants or Additional Defaults, unless the terms of Company or such Subsidiary has offered to make an amendment to this Guarantee and the Credit Agreement, in form and substance satisfactory to the Lender, to add to or amend this Guarantee and the Credit Agreement to contain such Additional Covenants or Additional Defaults; provided, however, in the event that the Company or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, any such agreement without making such offer, or if such offer was made and has not been rejected by the Lender, this Guarantee and the Credit Agreement shall, without any further action on the part of the Company Company, the Borrower or any of the holders of the NotesLender, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the NotesLender) an amendment to this Guarantee and the Credit Agreement in form and substance satisfactory to the Required Holders Lender evidencing the amendment amendments of this Guarantee and the Credit Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.94.1(c), but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that If the Company shall at any time after the date of this Agreement enter enters into, assume assumes or otherwise become is or becomes bound by or obligated under under, or amends, restates or otherwise modifies, any agreement creating or evidencing any Material Indebtedness of the Company Company, or any refinancing or extension of all or any portion thereof (including, without limitation, the Credit Agreement and the other Loan Documents (as defined in excess of $10,000,000 the Credit Agreement) in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing existence on the Effective Date and as amended, restated, supplemented, modified or replaced from time to time), to include one or more Additional CovenantsCovenants or Additional Defaults or if the Company is otherwise bound by any Additional Covenants and/or Additional Defaults (including without limitation, under the Credit Agreement), the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically and immediately to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement and including such notice, grace or cure periods as are applicable to such Additional Covenant or Additional Default under such agreements; provided that such Additional Covenants and Additional Defaults shall automatically and immediately be deemed to be modified or cease to apply, as applicable, as and when the applicable provisions of such Material Indebtedness originally giving rise to such Additional Covenants or Additional Defaults, as applicable, are modified or cease to apply (including, without limitation, as a result of the repayment in full and irrevocable termination of such Debt), it being understood that (x) any Default or Event of Default existing hereunder in respect of such an Additional Covenant or Additional Default at the time of such modification or cessation shall survive such modification or cessation until cured or waived in accordance with the provisions of this Agreement and (y) for the avoidance of doubt, the foregoing proviso shall not be deemed to cause the cessation of application of any covenant, restriction or default expressly set forth in this Agreement and as amended other than by operation of this Section 9.10. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of one counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include or exclude (as the case may be) such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.10, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall If at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount Execution Date a Material Credit Facility (other than Indebtedness permitted a Material Credit Facility that constitutes Acquired Debt) contains a financial covenant (regardless of whether such provision is labeled or otherwise characterized as a covenant, a definition or a default) by Section 10.6) the Company that is more favorable to the lenders under such Material Credit Facility than the covenants, definitions and/or defaults contained in this Agreement (any such provision (including any necessary definition), a “Reference More Favorable Covenant”), then the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Covenant. Unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Covenant shall be deemed automatically incorporated by reference into Section 10 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Covenant shall have become effective under such Material Credit Facility. Any More Favorable Covenant incorporated into this Agreement (herein referred to as an “Incorporated Covenant”) containing one pursuant to this Section 9.10 (i) shall be deemed automatically amended herein to reflect any subsequent amendments made to such More Favorable Covenant under the applicable Material Credit Facility; provided that, if a Default or more Additional Covenantsan Event of Default then exists and the amendment of such More Favorable Covenant would make such covenant less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time, if it should occur, when such Default or Event of Default no longer exists and (ii) shall be deemed automatically deleted from this Agreement at such time as such More Favorable Covenant is deleted or otherwise removed from the applicable Material Credit Facility or such applicable Material Credit Facility ceases to be a Material Credit Facility or shall be terminated; provided that, if a Default or an Event of Default then exists, such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time, if it should occur, when such Default or Event of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under such Material Credit Facility for such amendment or deletion, the terms equivalent of this Agreement shallsuch fee or other consideration shall be given, without any further action on the part of the Company or any of pro rata, to the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In The Borrower shall not, and shall not permit any Subsidiary to, enter into, assume or otherwise be bound or obligated under any Material Debt Agreement (as defined below) containing one or more Additional Financial Covenants or Additional Defaults, without the event prior written consent of the Required Lenders; provided that if the Company Borrower or any Subsidiary shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness Material Debt Agreement without the prior written consent of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsRequired Lenders, the terms of this Agreement shall, without any further action on the part of the Company Borrower, the Administrative Agent or any of the holders of the NotesLender, be deemed to be amended automatically to include each Additional Financial Covenant and each Additional Default contained in such Reference Material Debt Agreement, but only for so long as such Additional Financial Covenant or Additional Default remains in effect under such Material Debt Agreement. The Company further covenants to Borrower shall promptly execute and deliver at its expense (including, without limitationincluding all reasonable fees and disbursements of any law firm or other external counsel, the fees allocated cost of internal legal services and expenses all disbursements of counsel for the holders of the Notesinternal counsel) an amendment to this Agreement in form and substance satisfactory to the Required Holders Lenders evidencing the amendment of this Agreement to include any such Additional Covenants, Financial Covenant and/or Additional Default; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such the effectiveness of any amendment as provided for in this Section 9.9, but shall merely be for the convenience 7.15. For purposes of the parties hereto. Notwithstanding the foregoing, “Material Debt Agreement” means any agreement (Aor group of related agreements) if under which the Borrower and/or any Additional Covenant that Subsidiary at any time incurs (directly, by assumption, by operation of law or otherwise) or has been incorporated herein the right to incur (pursuant to this Section 9.9 is subsequently amended or modified committed financing) Indebtedness in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders excess of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant$50,000,000; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment agreement (or group of related agreements) shall not adversely affect cease to be a Material Debt Agreement if the automatic incorporation total amount of any amended Indebtedness and unfunded commitments thereunder is permanently reduced to $30,000,000 or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9less.

Most Favored Lender Status. In The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, assume or otherwise be bound or obligated under any agreement evidencing or relating to Indebtedness (excluding the event that Working Capital Facility, any Acquired Indebtedness and any Purchase Money Debt) of any Note Party in the aggregate principal amount (measured by the greater of the committed amount thereunder and the maximum principal amount outstanding thereunder) of $1,000,000 or more and containing one or more Additional Covenants or Additional Defaults, unless prior written notice of such agreement shall have been provided to the holders of the Notes. Unless the Company or any Subsidiary, as applicable, shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any such agreement creating or evidencing Indebtedness with the prior written waiver by the Required Holders of the Company in excess application of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenantsthis paragraph 6S, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement (provided upon the repayment or discharge of such other Indebtedness, this Agreement will be deemed to be amended automatically to exclude such Additional Covenant or Additional Default, as applicable). The Company further covenants covenant to promptly execute and deliver deliver, at its the expense of the Company (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the Notes) ), an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, Covenants and Additional Defaults; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9paragraph 6S, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement the First Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Xxxxxxxx Xxxxxxxx & Energy Fund, Inc. Master Note Purchase Agreement Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or is otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders Holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Tortoise MLP Fund, Inc. Note Purchase Agreement further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders Holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders Holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders Holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. Note Purchase Agreement Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall If at any time after the date of this Agreement Company or any Subsidiary is a party to or shall enter intointo any agreement, assume instrument or otherwise become bound by or obligated under any agreement creating or evidencing other document (excluding the Credit Agreement, as in effect on the Fourth Amendment Effective Date) relating to Indebtedness of the Company or such Subsidiary (each such agreement, instrument or other document herein referred to as a "More Favorable Lending Agreement"), which agreement, instrument or other document includes covenants (whether affirmative or negative, and whether maintenance or incurrence) or defaults or events of default (excluding any customary covenant or default relating to collateral contained in excess of $10,000,000 in principal amount (other than Indebtedness any agreement, instrument or document secured by Liens permitted by Section 10.610.4(e) or (a “Reference Agreement”h)) containing one or that are more Additional Covenants, the terms of restrictive than those contained in this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall are not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9Agreement (each such covenant or default or event of default herein referred to as "More Favorable Provision"), but then the Company shall merely be for promptly, and in any event within 5 Business Days of entering into or becoming party to any such More Favorable Lending Agreement (or within 5 Business Days of obtaining knowledge of any More Favorable Lending Agreement), so advise and notify each holder of a Note in writing. Such writing shall include a verbatim statement of such More Favorable Provision. Thereupon, unless waived in writing by the convenience Required Holders within 5 Business Days of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreementsuch holders' receipt of such notice, such Additional Covenant, as amended or modified, More Favorable Provision shall be deemed incorporated by reference into in this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreementherein, mutatis mutandis, effective beginning on as of the date on which when such amendment or modification is More Favorable Provision became effective under the relevant Reference such More Favorable Lending Agreement and (B) if any Additional Covenant that has been each such More Favorable Provision as incorporated herein pursuant is herein referred to as an "Incorporated Provision") and no such Incorporated Provision may thereafter be waived, amended or modified under this Section 9.9 is subsequently removed or terminated from Agreement without the relevant Reference Agreement or prior written consent of the Company is otherwise no longer required to comply therewith under Required Holders. Thereafter, upon the relevant Reference Agreementrequest of the Required Holders, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an additional agreement or an amendment to this Agreement to reflect such amendment(as the Required Holders may request), modification, removal or termination evidencing the incorporation of such Additional CovenantIncorporated Provision substantially as provided for in such More Favorable Lending Agreement; provided provided, that the failure no such additional agreement or amendment shall in any way be required to make each Incorporated Provision effective. Each Incorporated Provision shall (i) remain unchanged herein notwithstanding any subsequent waiver, amendment or other modification of the holders of More Favorable Lending Agreement giving rise to such Incorporated Provision (except to the Notes and the Company to execute and deliver any extent that an amendment or other modification results in such amendment provision being more restrictive than such Incorporated Provision, in which case such Incorporated Provision shall not adversely affect the automatic incorporation of any be amended or modified Additional Covenants intoto become equally restrictive), or the automatic removal or termination of Additional Covenants from, and (ii) be deemed deleted from this Agreement at such time as provided above in this Section 9.9the applicable More Favorable Lending Agreement shall be fully terminated and no amounts shall be outstanding thereunder so long as at the time such More Favorable Lending Agreement shall have been so terminated no Default or Event of Default exists hereunder."

Most Favored Lender Status. In the event that any amounts are outstanding under any of the Company shall Private Placement Facilities at any time after such time, and with respect to the terms and provisions of the Private Placement Documents as in effect on the Closing Date, deem this Agreement to be automatically amended (such amendment to be effective as of the date of the applicable incurrence, creation, assumption or amendment or modification) to include the representations, warranties, covenants and/or event of default provisions of the applicable Private Placement Documents (or amendment or modification thereof), in the event and only to the extent (i) Sections 6A(1) (Consolidated Interest Coverage Ratio), 6A(2) (Consolidated Funded Debt Leverage Ratio), 6G (Limitations on Liens and Encumbrances), or 6I (Guarantees) of the Private Placement Facilities are more favorable to a Private Placement Lender than, or are in addition to, those already set forth and contained in this Agreement enter into, assume and the other Loan Documents or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness (ii) a security interest is granted pursuant to Section 6C of the Company in excess Private Placement Facilities; provided, however, that, so long as no Default or Event of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsDefault shall then exist, the terms any such amendment of this Agreement shall, without any further action on shall be deemed (i) to terminate automatically upon (a) the part repayment in full and termination of the Company Private Placement Facilities or any (b) the effective date of the holders deletion of such more favorable provisions in respect of such Private Placement Facilities pursuant to the Notes, be deemed terms thereof or (ii) to be amended automatically and in like manner and effect upon the effectiveness of any amendment of such more favorable provisions in respect of the Private Placement Facilities pursuant to include each Additional Covenant contained in such Reference Agreementthe terms thereof. The Company further covenants to promptly execute and deliver at its expense Within ten (including, without limitation10) Business Days thereafter, the fees and expenses of counsel for the holders of the Notes) an Co-Borrowers shall deliver a written conforming amendment to this Agreement in form and substance satisfactory other Loan Document, or new loan document, as applicable. Prior to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to amendments or other documents by the effectiveness of such amendment as provided for in Co-Borrowers, this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, Agreement shall be deemed incorporated by reference into this Agreement and replace to contain each such Additional Covenant as originally incorporated, mutatis mutandimore 77 favorable (or, as if set forth fully in this Agreementthe case may be, effective beginning on such additional) representation, warranty, covenant and/or event of default provision for purposes of determining the date on which such amendment or modification is effective under the relevant Reference Agreement rights and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant obligations hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In Issue or permit any Domestic Subsidiary to issue any Indebtedness senior in rank to the event that Notes to be issued hereunder, unless upon the issuance of Notes hereunder, such Notes Private Shelf Agreement Graybar Electric Company, Inc. will be and will remain at least pari passu in rank and privileges with any then existing Indebtedness of the Company, including any Material Credit Facility. Upon issuance, the Company shall at agrees to cause any time after Notes issued hereunder to be secured equally with any then existing Indebtedness of the Company, including any Material Credit Facility. The Company will not enter into, assume or otherwise become bound or obligated, or permit any Subsidiary of the Company to, enter into, assume or otherwise become bound or obligated under any agreement or amendment to any agreement existing on the date hereof creating or evidencing Indebtedness in excess of this Agreement $25,000,000 (including, without limitation, any amendment to any Material Credit Facility) containing one or more Additional Covenants or additional defaults, unless the prior written consent of the Required Holders to such agreement shall have been obtained; provided, however, that if the Company or any Subsidiary shall enter into, assume or otherwise become bound by or obligated under any such agreement creating or evidencing Indebtedness without the prior written consent of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsRequired Holders, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, including the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional CovenantsCovenants or Additional Defaults, provided provided, that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.13, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall If at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (or any Subsidiary is a party to or shall enter into any agreement, instrument or other than document relating to the Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any Subsidiary (each such agreement, instrument or other document herein referred to as a "More Favorable Lending Agreement"), which agreement, instrument or other document includes covenants (whether affirmative or negative, and whether maintenance or incurrence ) or defaults or events of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant default that are more restrictive than those contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall or are not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9Agreement (each such covenant, but default or event of default herein referred to as "More Favorable Provision"), then the Company shall merely be for promptly, and in any event within 5 Business Days of entering into any such instrument, agreement or other document (or within 5 Business Days of obtaining knowledge of any existing agreement, instrument or other document which contains such a provision), so advise and notify each holder of a Note in writing. Such writing shall include a verbatim statement (together with an English translation thereof, if applicable) of such More Favorable Provision. Thereupon, unless waived in writing by the convenience Required Holders within 5 Business Days of the parties hereto. Notwithstanding holders' receipt of such notice, such More Favorable Provision shall be deemed incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, effective as of the foregoingdate when such More Favorable Provisions became effective under such other agreement, instrument or document (A) if any Additional Covenant that has been each such More Favorable Provision as incorporated herein pursuant is herein referred to this Section 9.9 is subsequently as an "Incorporated Provision") and no such Incorporated Provision may thereafter be waived, amended or modified in under this Agreement without the relevant Reference Agreement, prior written consent of the Required Holders; each such Additional Covenant, as amended or modified, Incorporated Provision shall be deemed incorporated by reference into this Section 11(c) of the Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if fully set forth fully in this Agreementtherein. Thereafter, effective beginning on upon the date on which such amendment or modification is effective under request of the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference AgreementRequired Holders, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an additional agreement or an amendment to this Agreement to reflect such amendment(as the Required Holders may request), modification, removal or termination evidencing the incorporation of such Additional Covenant; Incorporated Provision substantially as those provided that the failure for in such More Favorable Lending Agreement. Each Incorporated Provision shall (i) remain unchanged herein notwithstanding any subsequent waiver, amendment or other modification of the holders of More Favorable Provision giving rise to such Incorporated Provision (except to the Notes and the Company to execute and deliver extent any such amendment or other modification makes such More Favorable Provision more restrictive) and (ii) be deemed deleted from this Agreement at such time as the applicable More Favorable Lending Agreement shall not adversely affect be fully terminated and no amounts shall be outstanding thereunder so long as at the automatic incorporation time such More Favorable Lending Agreement shall have been so terminated no Default or Event of any amended or modified Additional Covenants into, Default exists under the Agreement. Upon the request of the Company or the automatic removal Required Holders, the Company and the Required Holders shall enter into an additional agreement or termination of Additional Covenants from, an amendment to this Agreement (as provided above in this Section 9.9the Company or the Required Holders may request) evidencing any of the foregoing referenced actions."

Most Favored Lender Status. In the event that the Company Fund shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Fund in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company Fund or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Fund further covenants to promptly CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. Note Purchase Agreement execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company Fund is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyFund, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Fund otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company Fund and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the CompanyFund, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company Fund to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the The Company shall at will not, and will not permit any time after the date of this Agreement Subsidiary to, enter into, assume or otherwise become bound by or obligated under the Credit Agreement or any agreement creating evidencing, securing, guaranteeing or evidencing Indebtedness of otherwise relating to Debt under the Company in excess of $10,000,000 in principal amount (Credit Agreement or any other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing working capital credit facility that contains, or amend the Credit Agreement or any such agreement to contain, one or more Additional CovenantsCovenants or Additional Defaults, unless the Company or such Subsidiary has offered to make an amendment this Agreement, in form and substance satisfactory to the Required Holders, to add to or amend this Agreement to contain such Additional Covenants or Additional Defaults; provided, however, in the event that the Company or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, the terms of Credit Agreement or any such agreement without making such offer, or if such offer was made and has not been rejected by the Required Holders, this Agreement shall, without any further action on the part of the Company Company, or any of the holders of the Notesholders, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the Notesholders) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment amendments of this Agreement to include such Additional Covenants, Covenants and Additional Defaults; provided that the execution and delivery of such amendment amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.”

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or is otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.9.8. Xxxxxxxx Xxxxxx Infrastructure Corporation Note Purchase Agreement

Most Favored Lender Status. In the event that the Company shall at The Issuer will not, and will not permit any time after the date of this Agreement Subsidiary to, enter into, assume or otherwise become bound by or obligated under any agreement creating evidencing, securing, guaranteeing or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing otherwise relating to Designated Debt that contains, or amend any such agreement to contain, one or more Additional CovenantsCovenants or Additional Defaults, unless the terms of Issuer or such Subsidiary has offered to make an amendment to this Agreement, in form and substance satisfactory to the Required Holder(s), to add to or amend this Agreement to contain such Additional Covenants or Additional Defaults; provided, however, in the event that the Issuer or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, any such agreement without making such offer, or if such offer was made and has not been rejected by the Required Holder(s), this Agreement shall, without any further action on the part of the Company Company, the Issuer or any of the holders of the Notesholders, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such Reference Agreementagreement. The Company Issuer further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including, without limitation, including the reasonable fees and expenses of counsel for the holders of the Notesholders) an amendment to this Agreement in form and substance satisfactory to the Required Holders Holder(s) evidencing the amendment amendments of this Agreement to include such Additional CovenantsCovenants and Additional Defaults, provided that the execution and delivery of such amendment amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.910.11, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement the First Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Tortoise Energy Capital Corporation Note Purchase Agreement Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.

Most Favored Lender Status. In The Borrower shall not, and shall not permit any Subsidiary, to enter into, assume or otherwise be bound or obligated under any agreement creating or evidencing Indebtedness in excess of $1,000,000 containing one or more Additional Financial Covenants or Additional Defaults, without the event prior written consent of the Lender; provided that if the Company Borrower or any Subsidiary shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any such agreement creating or evidencing Indebtedness without the prior written consent of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional CovenantsLender, the terms of this Agreement shall, without any further action on the part of the Company Borrower or any of the holders of the NotesLender, be deemed to be amended automatically to include each Additional Financial Covenant and each Additional Default contained in such Reference Agreementagreement, but only for so long as such Additional Financial Covenants and Additional Defaults remain in effect with respect to such other agreement. The Company further covenants to Borrower shall promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notesincluding Attorney Costs) an amendment to this Agreement in form and substance satisfactory to the Required Holders Lender evidencing the amendment of this Agreement to include such Additional Covenants, Financial Covenants and Additional Defaults; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but 7.08. Nothing contained herein shall merely be for the convenience construed to modify any waiver or consent otherwise received of the parties hereto. Notwithstanding Borrower in connection with the foregoingincurrence of Indebtedness, (A) if the granting of the security therefor or any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended other term, condition or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully covenant contained in this Agreement.” In consequence, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders 1.01 of the Notes, upon Credit Agreement is hereby amended to include the request of reference to the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.following definitions:

Most Favored Lender Status. In the event that the Company Fund shall at any time after the date of this Agreement Closing enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company Fund in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company Fund or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company Fund further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant ClearBridge Energy MLP Fund Inc. Note Purchase Agreement Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company Fund is otherwise no longer required to comply therewith under the relevant Reference Agreement, the CompanyFund, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company Fund otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company Fund and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the CompanyFund, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company Fund to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

Most Favored Lender Status. In the event that the Company shall at any time after the date of this Agreement enter into, assume or is otherwise become bound by or obligated under any agreement creating or evidencing Financial Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.99.8, but shall merely be for the convenience of the parties hereto. Tortoise MLP Fund, Inc. Note Purchase Agreement Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 9.8 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 9.8 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request and at the expense of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.99.8.