Common use of Most Favored Lender Clause in Contracts

Most Favored Lender. In the event the Company shall enter into, assume or otherwise be obligated under any Principal Credit Facility containing one or more Financial Covenants that are either not set forth in this Agreement or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (including any necessary definitions, a “More Favorable Covenant”), this Agreement, without any further action on the part of the Company or the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated 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 Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.8.

Most Favored Lender. In (a) If the event amended and restated credit agreement dated September 27, 2019 (as amended from time to time) between the Company Borrower, the Covenantor, Royal Bank of Canada, as administrative agent, and certain lenders party thereto from time to time (the “Revolving Credit Agreement”) shall enter intobe amended, assume modified or otherwise supplemented after the Effective Date, whether directly or indirectly (an “Amendment”), and the effect of such Amendment shall be obligated under to impose on the Borrower, the Covenantor or any Principal Credit Facility containing Designated Subsidiary (collectively for this Section 7.4, the “Borrower Parties”) (i) any one or more Financial Covenants covenants similar to, or new covenants generally consistent with, any of the covenants in Article 7 (other than this Section 7.4), (ii) additional events of default different from the subject matter of any Default or Event of Default contained in Section 8.1, or (iii) changes in the applicable pricing margin, that are either not set forth are, in this Agreement or are each case, more beneficial favorable to the lenders under the Revolving Credit Agreement than those which exist in the Revolving Credit Agreements as of the Effective Date (or events of default that are more burdensome on the Borrower Parties than those that exist in the Revolving Credit Agreement as of the Effective Date) (any such Principal Credit Facility than the Financial Covenants set forth covenant, event of default or change in this Agreement (including any necessary definitionspricing being referred to herein as, a “More Favorable CovenantProvision”), this Agreement, without any further action on the part of the Company or the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant Provision shall be automatically incorporated in this Agreement as if set forth fully therein, mutatis mutandis, and shall be modified, excluded or terminated effective as of the date such More Favorable Provision becomes effective in the same manner in this Agreement; provided thatRevolving Credit Agreement (the “Amendment Effective Date”), if a Default or an Event of Default then existsas the case may be. Thereafter, such More Favorable Covenant so incorporated shall Provision may only be deemed automatically deleted from amended in accordance with the provisions of 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 Agreement. The Borrower will provide the lenders under such Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders Administrative Agent with copies of the Notes. Notwithstanding Revolving Credit Agreement prior to or forthwith after the foregoing, effective date thereof and all amendments thereto prior to or forthwith after the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the effective date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.8thereof.

Most Favored Lender. In Unless otherwise specified in writing by the event Required Holder(s), if Holdings, the Company, or any Subsidiary of Holdings, agrees to or permits to exist at any time on or after April 1, 2003 with or for the benefit of the holder(s) of any Indebtedness of Holdings, the Company shall enter intoor any such Subsidiary, assume any Person(s) with commitments to provide loans or otherwise be obligated other financial accommodations to Holdings, the Company or any such Subsidiary, or any lessor of any personal or real property to Holdings, the Company or any such Subsidiary, including as a result of any amendment, supplement, restatement or other modification of any agreement then in effect, any financial covenant, event of default based on financial matters or any other provision that in effect functions as a financial covenant, including, without limitation, under any Principal the Credit Facility containing one Agreement, the Equipment Lease or the Refinancing Agreement (as defined below), which is in addition to, or more Financial Covenants that are either not set forth restrictive than, any financial covenant or default contained in this Agreement or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (including any necessary definitions, a “More Favorable Covenant”), this Agreement, without any further action on whether by incorporation by reference pursuant to this paragraph 2C or otherwise (a "More Restrictive Provision"), then effective as of the part later of (i) April 1, 2003, or (ii) the time Holdings, the Company or the holders of the Notessuch Subsidiary first becomes subject to any such More Restrictive Provision, such More Restrictive Provision shall be incorporated herein by reference as though fully set forth herein and this Agreement shall be deemed to be automatically amended at such time to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to Restrictive Provision herein for the holders benefit of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated 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 Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the NotesHolders. Notwithstanding the foregoing, if at any time on or before December 31, 2003 (i) Holdings and/or the covenants or defaults Company has entered into a financing arrangement (the "REFINANCING AGREEMENT") to refinance the Credit Agreement, and Federated Hermes(ii) the Credit Agreement shall have been terminated and all obligations thereunder have been satisfied, Inc. Note Purchase then any More Restrictive Provision incorporated herein by reference to the Credit Agreement related definitions as used therein) contained shall be deemed deleted. At any time at the request of the Required Holder(s), Holdings and the Company shall enter into an agreement with the Holders, in form and substance reasonably satisfactory to the Holders, which memorializes any amendment to this Agreement as in effect on the date of pursuant to this Agreement (and as amended other than by operation of this Section 9.8) paragraph 2C including any More Restrictive Provision herein. This paragraph 2C shall not be loosened or relaxed by operation apply to any More Restrictive Provision which exists for the benefit of the terms holder(s) of this Section 9.8Indebtedness of Holdings, the Company or any Subsidiary of Holdings in an aggregate amount of $5,000,000 or less.

Most Favored Lender. In If the event Company, or any of its Subsidiaries, enters into (i) any amendment, restatement, supplement, waiver or modification to the Company shall enter intoBank Credit Agreement (or the documents related to any extension, assume refinancing, refunding or otherwise be obligated under renewal thereof) or the 2003 Note Agreement that amends, restates, supplements or modifies any Principal of the covenants, events of default or related definitions used in the Bank Credit Facility containing one Agreement (or more Financial Covenants that are either not set forth the documents related to any extension, refinancing, refunding or renewal thereof) or in this the 2003 Note Agreement or (ii) any document related to any extension, refinancing, refunding or renewal thereof that includes covenants, events of default or related definitions, such that , in any case, any of such covenants, events of default or related definitions are more beneficial restrictive than, or in addition to (the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (including any necessary definitions, a “More Favorable CovenantRestrictive Provisions”), the covenants, events of default or related definitions contained in this Agreement, without any further action on the part of then (a) the Company or will give the holders of the NotesNotes prior written notice thereof, (b) this Agreement shall be deemed to be automatically amended to include each such add the More Favorable Covenant. The Restrictive Provisions hereto and otherwise afford the holders of the Notes with the benefit thereof without any action by the Company shall provide written notice or any holder of such any Note, provided that the Required Holders may elect in writing not to have any one or more More Favorable Covenant and its automatic inclusion into Restrictive Provisions added to this Agreement promptlyAgreement, and (c) the Company shall, upon the request of the holders of the Notes (i) enter into an amendment to this Agreement, in any event with 10 days of such inclusion, form and substance satisfactory to the holders of the Notes, setting forth a reasonably detailed description to evidence the addition of such More Favorable Covenant Restrictive Provisions (including other than any defined terms used thereinMore Restrictive Provisions that the Required Holders elect in writing to exclude) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from to this Agreement at such time, if it should occur, when such Default or Event for the benefit of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under such Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding , and (ii) agree to satisfy any conditions precedent to the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date effectiveness of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.8such amendment.”

Most Favored Lender. In If the event Company, or any of its Subsidiaries, enters into (i) any amendment, restatement, supplement, waiver or modification to the Company shall enter intoBank Credit Agreement (or the documents related to any extension, assume refinancing, refunding or otherwise be obligated under renewal thereof) or the 2003 Note Agreement that amends, restates, supplements or modifies any Principal of the covenants, events of default or related definitions used in the Bank Credit Facility containing one Agreement (or more Financial Covenants that are either not set forth the documents related to any extension, refinancing, refunding or renewal thereof) or in this the 2003 Note Agreement or (ii) any document related to any extension, refinancing, refunding or renewal thereof that includes covenants, events of default or related definitions, such that , in any case, any of such covenants, events of default or related definitions are more beneficial restrictive than, or in addition to (the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (including any necessary definitions, a “More Favorable CovenantRestrictive Provisions”), the covenants, events of default or related definitions contained in this Agreement, without any further action on the part of then (a) the Company or will give the holders of the NotesNotes prior written notice thereof, (b) this Agreement shall be deemed to be automatically amended to include each such add the More Favorable Covenant. The Restrictive Provisions hereto and otherwise afford the holders of the Notes with the benefit thereof without any action by the Company shall provide written notice or any holder of such any Note, provided that the Required Holders may elect in writing not to have any one or more More Favorable Covenant and its automatic inclusion into Restrictive Provisions added to this Agreement promptlyAgreement, and (c) the Company shall, upon the request of the holders of the Notes (i) enter into an amendment to this Agreement, in any event with 10 days of such inclusion, form and substance satisfactory to the holders of the Notes, setting forth a reasonably detailed description to evidence the addition of such More Favorable Covenant Restrictive Provisions (including other than any defined terms used thereinMore Restrictive Provisions that the Required Holders elect in writing to exclude) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from to this Agreement at such time, if it should occur, when such Default or Event for the benefit of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under such Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding , and (ii) agree to satisfy any conditions precedent to the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date effectiveness of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.8such amendment.

Most Favored Lender. In If, at any time after the event Effective Date, the Company shall enter intoBank Facility or any other agreement related to the Bank Facility is amended, assume supplemented, revised or otherwise be obligated under modified in any Principal Credit Facility containing way to include: (a) any one or more Financial Covenants new covenants or events of default that are either not set forth provided for in the Financing Agreements taking into account the different relevant circumstance between the Bank Facility and the Financing Agreements, or (b) any one or more new covenants or events of default that are more restrictive, taken as a whole, than the same or similar covenants or events of default provided in this Agreement or are more beneficial to the lenders under such Principal Credit other Financing Agreements taking into account the different relevant circumstances between the Bank Facility than and the Financial Covenants set forth in this Agreement Financing Agreements, then: (including any necessary definitions, a “More Favorable Covenant”), this Agreement, without any further action on i) the part of the Company or the holders of the Notes, Obsidian Parties shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 within ten (10) days after entering into any such additional or more restrictive covenants or events of such inclusion, to default so advise the holders of Notes in writing and (ii) such additional or more restrictive covenants or events of default shall be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis. Thereafter, upon the Notesrequest of the Required Holders, setting forth a reasonably detailed description the Required Holders and the Company shall enter into an amendment to this Agreement evidencing the incorporation of such More Favorable Covenant (including additional or more restrictive covenants or events of default, it being agreed that any defined terms used therein) and related explanatory calculations, as applicable. However, if failure to make such request or to enter into any such Principal Credit amendment shall in no way qualify or limit the incorporation by reference described in clause (ii) of the immediately preceding sentence. Notwithstanding the foregoing, provisions of the Bank Facility (or any document in respect thereof) that impose a limit on the amount of Indebtedness that may be incurred under this Agreement, shall not be subject to the requirements of the first paragraph of this Section 9.20. If, prior to a Consensual Transaction, there is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated any increase in the same manner margin applicable to any one or more loans outstanding under the Bank Facility above the margin in this Agreement; provided that, if a Default effect on the Effective Date or an Event of Default then exists, such More Favorable Covenant so incorporated 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 compensation is paid or payable to the lenders under Lenders in connection with (x) an extension of the Revolving Period (as defined in the Bank Facility as in effect on the Effective Date) or (y) deferring a redetermination of the Borrowing Base (as defined in the Bank Facility as in effect on the Effective Date) or refraining from exercising a right to redetermine the Borrowing Base, then (a) in the case of an increase in such Principal Credit Facility margin, the interest rate on the Notes shall increase by the same number of Basis Points as such margin has increased for the same period that such amendment increase in the margin shall exist, and (b) in the case of any fee or deletionother compensation, the equivalent of such fee or other consideration compensation shall be given, pro rata, given to the holders of Notes promptly, and in any event not more than five (5) Business Days after such consideration is given to the Notes. Notwithstanding Lenders; provided, however, that fees payable to the foregoing, Lenders under the covenants or defaults (and Federated Hermes, Inc. Note Purchase Seventh Amending Agreement related definitions as used therein) contained in this Agreement as in effect on to the date of this Agreement (and as amended other than by operation Bank Facility shall not be subject to the requirements of this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.89.20.

Most Favored Lender. In If at any time (a)(i) the event Company enters into any credit agreement, loan agreement, note purchase agreement or other like agreement under which the Company may incur Designated Debt in excess of $50,000,000, including the Note Purchase Agreement and the Senior Notes (a “Principal Lending Agreement”) and (ii) any such Principal Lending Agreement at any time includes a covenant that expressly limits either: (x) the sale, lease or disposition of assets by the Company and/or any Subsidiary during any period of 12 consecutive months to less than 15% of the book value of consolidated tangible assets of the Company and its Subsidiaries, or (y) the incurrence of Designated Debt by any Foreign Subsidiary, in either case that is not contained in this Agreement, or if such covenant that is contained in the Principal Lending Agreement is more favorable to such creditors of the Company than a similar covenant contained in this Agreement, or (b) the Company issues an additional series of Senior Notes pursuant to any Supplement (as defined in the Note Purchase Agreement) that has an “additional covenant” (within the meaning of Section 2.2(iii) of the Note Purchase Agreement), the Company shall enter intogive written notice thereof to the Administrative Agent not later than 10 days following the date of execution of such Principal Lending Agreement or amendment thereof or Supplement, assume as the case may be (each a “Subject Agreement”). Effective on the date of execution of a Subject Agreement, such covenant (or otherwise be obligated under any Principal Credit Facility containing one or more Financial Covenants covenants) and related definitions that are either not set forth contained in this Agreement or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Subject Agreement (including collectively, the “Incorporated Covenants”) shall be deemed to have been incorporated herein and any necessary definitions, a “More Favorable Covenant”), this Agreement, without event of default in respect of any further action on the part of the Company or the holders of the Notes, such Incorporated Covenant shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then existshereunder, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from subject to all applicable terms and provisions of this Agreement at such timeAgreement, 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 including the lenders under such Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders right of the NotesRequired Banks to waive or not waive any breach thereof (independent of any right of any other creditor of the Company in respect of any such Incorporated Covenants). Notwithstanding Without limiting the foregoing, the covenants any amendment, elimination or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained termination of any Incorporated Covenant in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of accordance with the terms of this Section 9.8the applicable Subject Agreement (including as a result of the termination of such Subject Agreement) shall constitute an immediate amendment, elimination or termination, as the case may be, of such Incorporated Covenant hereunder.

Most Favored Lender. In If at any time (a)(i) the event Company enters into any credit agreement, loan agreement, note purchase agreement or other like agreement under which the Company may incur Designated Debt in excess of $50,000,000100,000,000, including the Note Purchase Agreements and the Senior Notes (a “Principal Lending Agreement”), and (ii) any such Principal Lending Agreement at any time includes a covenant that expressly limits either: (x) the sale, lease or disposition of assets by the Company and/or any Subsidiary during any period of 12 consecutive months to less than 15% of the book value of consolidated tangible assets of the Company and its Subsidiaries, or (y) the incurrence of Designated Debt by any Foreign Subsidiary, in either case that is not contained in this Agreement, or if such covenant that is contained in the Principal Lending Agreement is more favorable to such creditors of the Company than a similar covenant contained in this Agreement, or (b) the Company issues an additional series of Senior Notes pursuant to any Supplement (as defined in the applicable Note Purchase Agreement) or amends any existing series of Senior Notes, in each case, that has an “additional covenant” (within the meaning of Section 2.2(iii) of the applicable Note Purchase Agreement), or (c) any Principal Lending Agreement in respect of the PMC Acquisition Debt or PMC Spinco Debt includes any negative covenant or other restriction on the making of investments and/or payments in respect of the Company’s Equity Interests and/or any representations and warranties and/or covenants with respect to securing the obligations of the PMC Acquisition Debt or PMC Spinco Debt, then, in each case, the Company shall enter intogive written notice thereof to the Administrative Agent not later than 10 days following the date of execution of such Principal Lending Agreement or amendment thereof or Supplement, assume as the case may be (each a “Subject Agreement”); provided that any such additional covenant or provision shall not impair, diminish or otherwise be obligated under adversely modify any Principal Credit Facility containing one existing covenants or more Financial Covenants provisions contained herein. Effective on the date of execution of a Subject Agreement, such covenant( (or covenantss) or provision(s) and related definitions that are either not set forth contained in this Agreement or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Subject Agreement (including collectively, the “Incorporated Covenants”) shall be deemed to have been incorporated herein and any necessary definitions, a “More Favorable Covenant”), this Agreement, without event of default in respect of any further action on the part of the Company or the holders of the Notes, such Incorporated Covenant shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then existshereunder, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from subject to all applicable terms and provisions of this Agreement at such timeAgreement, 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 including the lenders under such Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders right of the NotesRequired Lenders to waive or not waive any breach thereof (independent of any right of any other creditor of the Company in respect of any such Incorporated Covenants). Notwithstanding Without limiting the foregoing, the covenants any amendment, elimination or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained termination of any Incorporated Covenant in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of accordance with the terms of this Section 9.8the applicable Subject Agreement (including as a result of the termination of such Subject Agreement) shall constitute an immediate amendment, elimination or termination, as the case may be, of such Incorporated Covenant hereunder.

Most Favored Lender. In (a) If at any time the Bank Credit Agreement, the NYL Note Facility or the 2006 Note Purchase Agreement shall include any financial covenant, undertaking, restriction, event of default or other provision (or any thereof shall be amended or otherwise modified) that provides for limitations on or measures of indebtedness, interest expense, fixed charges, net worth, stockholders’ equity or total assets, changes in control of the Company shall enter intoor transfers of interests in assets of the Company or any Subsidiary (however expressed and whether stated as a ratio, assume as a fixed threshold, as an event of default or otherwise be obligated under any Principal Credit Facility containing one otherwise) and such covenant, undertaking, restriction, event of default or more Financial Covenants that are either provision is not set forth contained in this Agreement or are would be more beneficial to the lenders under such Principal Credit Facility holders of Notes than the Financial Covenants set forth any analogous covenant, undertaking, restriction, event of default or provision contained in this Agreement (including any necessary definitionssuch covenant, a undertaking, restriction, event of default or provision, an “More Favorable Additional Covenant”), this Agreement, without any further action on the part of then the Company or shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within five (5) Business Days of receipt of such notice by the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Additional Covenant (including any defined terms used thereinassociated cure period) and related explanatory calculationsshall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under the Bank Credit Agreement, the NYL Note Facility or 2006 Note Purchase Agreement, as applicable. HoweverThereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. Notwithstanding anything contained in this Section 10.9(a) to the contrary, in no event shall any amendment to the covenant levels set forth in any covenant contained in the Bank Credit Agreement, the NYL Note Facility or the 2006 Note Purchase Agreement as of the Restatement Effective Date be deemed to constitute an Additional Covenant for purposes of this Section 10.9(a). (b) Any Additional Covenant (including any associated cure period) incorporated into this Agreement pursuant to this Section 10.9 (herein referred to as an “Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any subsequent amendments made to such Additional Covenant (including any associated cure period) under the Bank Credit Agreement, the NYL Note Facility or 2006 Note Purchase Agreement, as applicable; provided that if any Default or an Event of Default then exists (including in respect of such Principal Credit Facility Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Company, such Incorporated Covenant shall only be deemed automatically amended at such time as no Default or Event of Default then exists) and (ii) shall be deemed automatically deleted from this Agreement at such time as such Additional Covenant is subsequently amended, modified deleted or otherwise no longer in effectremoved from the Bank Credit Agreement, and the NYL Note Facility or 2006 Note Purchase Agreement (as a result such More Favorable Covenant is modifiedapplicable) or the Bank Credit Agreement, excluded NYL Note Facility or 2006 Note Purchase Agreement (as applicable) shall have been terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated all commitments thereunder cancelled and all liabilities existing thereunder paid in the same manner in this Agreementfull (other than unasserted contingent liabilities and obligations); provided that, if a Default or an Event of Default then existsexists (including in respect of such Incorporated Covenant), such More Favorable Incorporated Covenant so incorporated shall only be deemed automatically deleted from this Agreement at such time, if it should occur, when such time as no Default or Event of Default no longer then exists; provided further. Upon the request of the Company, howeverthe holders of Notes shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement requested by the Company evidencing the amendment or deletion of any such Incorporated Covenant in accordance with the terms hereof. If any Person party to the Bank Credit Agreement, that if NYL Note Facility or the 2006 Note Purchase Agreement (as applicable) receives any remuneration, fee or other compensation as consideration for any amendment, waiver, modification, deletion or termination of any Additional Covenant that constitutes an Incorporated Covenant hereunder, such amendment, waiver, modification, deletion or termination shall be given to not become effective under this Agreement unless the lenders under such Principal Credit Facility for such amendment or deletionholders shall have received equivalent remuneration, the equivalent of such fee fees or other consideration shall be givencompensation. (c) For the avoidance of doubt, pro rata, to the holders all of the Notes. Notwithstanding existing financial covenants in Sections 11.14, 11.15 and 11.16 as of the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained Restatement Effective Date shall remain in this Agreement as in effect on the date regardless of whether any Additional Covenants are incorporated into this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.8Agreement. 10.10.

Most Favored Lender. In the event the The Company shall enter covenants that if, on any date, it or any Subsidiary enters into, assume assumes or otherwise be becomes bound or obligated under the Primary Working Capital Facility or any Principal Credit related agreements that contain, or amends the Primary Working Capital Facility containing to contain or amend, one or more Financial Covenants that are either not set forth in additional affirmative or negative (including financial) covenants (including definitions related thereto), or any additional or amended events of default (including definitions related thereto), then on such date the terms of this Agreement or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (including any necessary definitions, a “More Favorable Covenant”), this Agreementshall, without any further action on the part of the Company or any of the holders of the Notes, shall be deemed to be amended automatically amended to include each additional covenant and each additional event of default contained in such More Favorable Covenantagreement, and the Company shall provide prompt written notice thereof to Prudential and the holders of the Notes of such event. The Company shall provide further covenants, upon the written notice request of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusionthe Required Holder(s), to promptly execute and deliver at its expense (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 Holder(s) evidencing the amendment of this Agreement to include such additional covenants and additional events of default, setting forth a reasonably detailed description provided that the execution and delivery of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, amendment shall not be a precondition to the effectiveness of such amendment as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner provided for in this Agreementparagraph 6S, but shall merely be for the convenience of the parties hereto; provided that, upon the subsequent elimination of such additional covenant or additional event of default under the Primary Working Capital Facility and the Company providing notice thereof to Prudential and each holder of a Note, the same shall be deemed eliminated hereunder if a (i) no Default or an Event of Default then exists, (ii) such More Favorable Covenant so incorporated elimination of such additional covenant or additional event of default shall only be deemed automatically deleted from not make this Agreement at any less restrictive with respect to the Company and the Guarantors than as in effect on the Restatement Date, as amended by any other amendments hereto, other than as a result of such time, if it should occur, when such Default additional covenant or Event additional event of Default no longer exists; provided further, however, that default and (iii) if any fee or other consideration shall be given compensation is paid to the lenders under any person in respect of such Principal Credit Facility for elimination of such amendment additional covenant or deletionadditional event of default, the equivalent Company shall pay each holder of a Note such fee or other consideration shall be given, pro rata, compensation on a ratable basis relative to the then outstanding aggregate principal amounts of the Notes. The Company further covenants to promptly execute and deliver at its expense (including the reasonable fees and expenses of counsel for the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in an amendment to this Agreement as in effect on form and substance satisfactory to the date Required Holder(s) evidencing (x) the amendment of this Agreement to include such additional covenants and additional events of default or (y) the elimination of such additional covenants and additional events of default, as amended other than by operation applicable, provided that the execution and delivery of this Section 9.8) such amendment shall not be loosened or relaxed by operation a precondition to the effectiveness of such amendment as provided for in this paragraph 6S, but shall merely be for the convenience of the terms of this Section 9.8parties hereto.

Most Favored Lender. In the event the The Company shall enter covenants that if, on any date, it or any Subsidiary enters into, assume assumes or otherwise be becomes bound or obligated under any Principal Credit Facility containing agreement evidencing, securing, guaranteeing or otherwise relating to any Indebtedness (other than the Indebtedness evidenced by the Shelf Notes) in a principal amount in excess of $10,000,000 or with or for the benefit of Persons with commitments to provide loans or other financial accommodations in the amount in excess of $10,000,000, or obligations in respect of one or more Financial Swap Agreements having a notional amount in excess of $10,000,000, of any one or more of the Company and its Subsidiaries, that contains, or amends any such agreement to contain, one or more Additional Covenants that are either not set forth in or Additional Defaults, then on such date the terms of this Agreement or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (including any necessary definitions, a “More Favorable Covenant”), this Agreementshall, without any further action on the part of the Company or any of the holders of the Shelf Notes, shall be deemed to be amended automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Additional Covenant and its automatic inclusion into this Agreement promptlyeach Additional Default contained in such agreement, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, upon the subsequent rescission, amendment or other modification of such Additional Covenant or Additional Default and the Company providing notice thereof to Prudential and each holder of a Shelf Note, the same shall be deemed rescinded, amended or otherwise modified hereunder if a (i) no Default or an Event of Default then exists, (ii) such More Favorable rescission, amendment or modification of such Additional Covenant so incorporated or Additional Default shall only be deemed automatically deleted from not make 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 less restrictive with respect to the lenders under such Principal Credit Facility for such amendment or deletion, Company and the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement Guarantors than as in effect on the date of this Agreement (and Agreement, as amended by any other amendments hereto, other than by operation as a result of such Additional Covenant or Additional Default and (iii) if any fee or other compensation is paid to any person in respect of such rescission, amendment or modification of such Additional Covenant or Additional Default, the Company shall pay each holder of a Shelf Note such fee or compensation on a ratable basis relative to the then outstanding aggregate principal amounts of the Shelf Notes. The Company further covenants to promptly execute and deliver at its expense (including the reasonable fees and expenses of counsel for the holders of the Shelf Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holder(s) evidencing (i) the amendment of this Section 9.8Agreement to include such Additional Covenants and Additional Defaults or (ii) the rescission, amendment or modification of such Additional Covenants and Additional Defaults, as applicable, provided that the execution and delivery of such amendment shall not be loosened or relaxed by operation a precondition to the effectiveness of such amendment as provided for in this paragraph 6L, but shall merely be for the convenience of the terms of this Section 9.8parties hereto.

Most Favored Lender. In the event Each of the Company shall enter intoand the Borrower will not, assume and will not permit any Subsidiary to agree to any amendment, waiver, consent, modification, refunding, refinancing or otherwise be obligated under replacement of any Principal Credit Facility containing one Restricted Agreement, with terms the effect of which is to (i) include a Covenant which imposes a restriction, limitation or more Financial Covenants that are either obligation in favor of another lender not set forth imposed in favor of the Banks by this Agreement Agreement, (ii) revise or are more beneficial alter any Covenant contained therein the effect of which is to impose a restriction, limitation or obligation in favor of another lender not imposed in favor of the Banks by this Agreement, (iii) provide collateral, a guaranty or other credit support to the lenders under such Principal Credit Facility than the Financial Covenants Restricted Agreement, or (iv) increase interest rates or fees payable to all lenders under such Restricted Agreement to levels which exceed those set forth in this Agreement Agreement, unless the Company, the Borrower or such Subsidiary concurrently (including any necessary definitionsx) notifies the Banks and the Agent thereof and (y) incorporates herein such additional, a “More Favorable altered or revised Covenant”), provides such collateral, guaranty or other credit support ratably to the Banks, or increases interest rates or fees correspondingly under this Agreement, as the case may be. If the Agent at the time so elects by notice to the Borrower and the Banks, the incorporation of each such additional or revised Covenant or, to the extent practicable, provision of such collateral, guaranty or other credit support or pricing increase shall be deemed to occur automatically without any further action on or the part execution of any additional document by any of the parties to this Agreement. If the Agent does not elect to effect such an automatic incorporation or provision of collateral, guaranty or other credit support or pricing increase, the Agent shall promptly tender to the Company and the Borrower for execution by them an amendment (executed by the Agent) incorporating such additional or the holders revised Covenant or provision of the Notescollateral, guaranty or other credit support or pricing increase and shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice promptly deliver a copy of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, amendment to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicableBanks. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated 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 Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation For purposes of this Section 9.85.20, "COVENANT" means any covenant (whether expressed as a covenant, event of default or other agreement) shall not be loosened or relaxed by operation contained therein, and "RESTRICTED AGREEMENT" means any of the terms of Credit Agreements other than this Section 9.8Agreement.

Most Favored Lender. In If, at any time after the event the Company shall enter intoSecond Amendment Effective Date, assume or otherwise be obligated under any Principal Material Credit Facility containing one shall be entered into or more Financial Covenants amended so that are either it includes any covenant, any event of default (whether set forth as a covenant, undertaking, event of default, restriction, prepayment event or other such provision) or prepayment right not set forth in this Agreement herein or are that would be more beneficial to the lenders under such Principal Credit Facility holders of the Notes than the Financial Covenants set forth any analogous provision contained in this Agreement (including any necessary definitionssuch covenant, a prepayment right or event of default, an “More Favorable CovenantAdditional Provision”), then the Company shall provide a Most Favored Lender Notice to the holders of the Notes. Thereupon, such Additional Provision (and any related definitions) shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis (including any grace period, if applicable, with respect thereto), as if set forth fully herein, without any further action required on the part of any Person, effective as of the Company or date when such Additional Provision became effective under such Material Credit Facility, provided that it shall cease to be effective if, within fifteen (15) days of receipt of such Most Favored Lender Notice by the holders of the Notes, shall be deemed to be automatically amended to include each the incorporation of such More Favorable CovenantAdditional Provision is waived in writing by the Required Holders. The Thereafter upon the request of any holder of a Note, the Company shall provide enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. As used herein, “Most Favored Lender Notice” means, in respect of any Additional Provision, a written notice to each of such More Favorable Covenant and its automatic inclusion into this Agreement the holders of the Notes delivered promptly, and in any event with 10 days within five (5) Business Days after the inclusion of such inclusionAdditional Provision in any Material Credit Facility (including by way of amendment or other modification of any existing provision thereof), by a Senior Financial Officer of the \Pengrowth Energy Corporation Note Purchase Agreement\ Company referring to the holders provisions of the Notes, this Section 9.12 and setting forth a reasonably detailed description of such More Favorable Covenant Additional Provision (including any defined terms used therein) and related explanatory calculations, as applicable. HoweverFor the avoidance of doubt, if any such Principal upon the incorporation of an Additional Provision herein, an amendment to the relevant Material Credit Facility is subsequently amendedmaking such provision, modified as set forth therein, less beneficial to the creditors under such Material Credit Facility (or otherwise no longer in effect, and the deletion of such provision from such Material Credit Facility) shall not affect such Additional Provision as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner incorporated in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall which may only be deemed automatically deleted from this Agreement at such timeamended in accordance with Section 17 hereof. For greater certainty, if it should occurany covenant, when such Default event of default or Event of Default no longer exists; provided further, however, that if prepayment right in effect under any fee or other consideration shall be given to the lenders under such Principal Material Credit Facility for such amendment on or deletion, before the equivalent of such fee or other consideration Second Amendment Effective Date shall be given, pro rata, to not trigger the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of requirements under this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.89.12 (it being understood that any amendment thereto after such date would trigger such requirements).

Most Favored Lender. In If at any time (a)(i) the event Company enters into any credit agreement, loan agreement, note purchase agreement or other like agreement under which the Company may incur Designated Debt in excess of $50,000,000, including the Note Purchase Agreements and the Senior Notes (a “Principal Lending Agreement”), and (ii) any such Principal Lending Agreement at any time includes a covenant that expressly limits either: (x) the sale, lease or disposition of assets by the Company and/or any Subsidiary during any period of 12 consecutive months to less than 15% of the book value of consolidated tangible assets of the Company and its Subsidiaries, or (y) the incurrence of Designated Debt by any Foreign Subsidiary, in either case that is not contained in this Agreement, or if such covenant that is contained in the Principal Lending Agreement is more favorable to such creditors of the Company than a similar covenant contained in this Agreement, or (b) the Company issues an additional series of Senior Notes pursuant to any Supplement (as defined in the applicable Note Purchase Agreement) that has an “additional covenant” (within the meaning of Section 2.2(iii) of the applicable Note Purchase Agreement), the Company shall enter intogive written notice thereof to the Administrative Agent not later than 10 days following the date of execution of such Principal Lending Agreement or amendment thereof or Supplement, assume as the case may be (each a “Subject Agreement”); provided that any such additional covenant shall not impair, diminish or otherwise be obligated under adversely modify any Principal Credit Facility containing one existing covenants contained herein. Effective on the date of execution of a Subject Agreement, such covenant (or more Financial Covenants covenants) and related definitions that are either not set forth contained in this Agreement or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Subject Agreement (including collectively, the “Incorporated Covenants”) shall be deemed to have been incorporated herein and any necessary definitions, a “More Favorable Covenant”), this Agreement, without event of default in respect of any further action on the part of the Company or the holders of the Notes, such Incorporated Covenant shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then existshereunder, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from subject to all applicable terms and provisions of this Agreement at such timeAgreement, 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 including the lenders under such Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders right of the NotesRequired Banks to waive or not waive any breach thereof (independent of any right of any other creditor of the Company in respect of any such Incorporated Covenants). Notwithstanding Without limiting the foregoing, the covenants any amendment, elimination or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained termination of any Incorporated Covenant in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of accordance with the terms of this Section 9.8the applicable Subject Agreement (including as a result of the termination of such Subject Agreement) shall constitute an immediate amendment, elimination or termination, as the case may be, of such Incorporated Covenant hereunder.

Most Favored Lender. In The Borrower will not (a) enter into or, with respect to Indebtedness in excess of the dollar equivalent of $1,000,000, remain party to any indenture, agreement or other instrument under which it has incurred or is otherwise liable for Indebtedness, or (b) agree to any amendment, waiver, consent, modification, refunding, refinancing or replacement of any indenture, agreement or other instrument, in either case, with terms the effect of which is to (i) include a Material Term which imposes a restriction, limitation or obligation in favor of another lender not imposed upon the Borrower in favor of the Administrative Agent and the Lenders by this Agreement or the other Loan Documents, or (ii) revise or alter any Material Term set forth in any indenture, agreement or instrument the effect of which is to impose a restriction, limitation or obligation in favor of another lender not imposed upon the Borrower in favor of the Administrative Agent and the Lenders by this Agreement or any other Loan Document, unless the Borrower concurrently (x) notifies the Administrative Agent thereof and (y) incorporates into this Agreement such additional, altered or revised Material Term. If the Administrative Agent at the time so elects by notice to the Borrower and the Lenders, the incorporation of each such additional Material Term shall be deemed to occur automatically without any further action or the execution of any additional document by any of the parties to this Agreement. If the Administrative Agent does not elect to effect such an automatic incorporation of a Material Term, the Administrative Agent shall promptly tender to the Borrower for its execution an amendment (executed by the Administrative Agent on behalf of itself and the Lenders) incorporating such additional Material Term into this Agreement and shall promptly deliver a copy of such amendment to the Lenders. The Borrower, the Administrative Agent, and the Lenders agree that all Material Terms now or from time to time hereafter set forth in the agreements, documents, and instruments evidencing the Wachovia Lease Program Indebtedness that impose restrictions, limitations or obligations upon the Borrower that are not imposed by this Agreement or the other Loan Documents are hereby automatically incorporated herein and that no notice with respect thereto need be delivered by the Borrower on the Closing Date; provided, however, that no default, event the Company shall enter intoof default, assume representation, warranty, agreement, restriction, limitation or obligation with respect to or otherwise be obligated under any Principal Credit Facility containing one or more Financial Covenants relating to collateral securing the repayment of the Wachovia Lease Program Indebtedness that are either not is set forth in the agreements, documents and instruments evidencing such Wachovia Lease Program Indebtedness is incorporated by reference in this Agreement or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (including any necessary definitions, a “More Favorable Covenant”), this Agreement, without any further action on the part of the Company or the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated 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 Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.8Loan Documents.

Most Favored Lender. In (a) If at any time the Bank Credit Agreement, or the NYL Note Facility or the 2006 Note Purchase Agreement shall include any financial covenant, undertaking, restriction, event of default or other provision (or any thereof shall be amended or otherwise modified) that provides for limitations on or measures of indebtedness, interest expense, fixed charges, net worth, stockholders’ equity or total assets, changes in control of the Company shall enter intoor transfers of interests in assets of the Company or any Subsidiary (however expressed and whether stated as a ratio, assume as a fixed threshold, as an event of default or otherwise be obligated under any Principal Credit Facility containing one otherwise) and such covenant, undertaking, restriction, event of default or more Financial Covenants that are either provision is not set forth contained in this Agreement or are would be more beneficial to the lenders under such Principal Credit Facility holders of Notes than the Financial Covenants set forth any analogous covenant, undertaking, restriction, event of default or provision contained in this Agreement (including any necessary definitionssuch covenant, a undertaking, restriction, event of default or provision, an “More Favorable Additional Covenant”), this Agreement, without any further action on the part of then the Company or shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within five (5) Business Days of receipt of such notice by the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Additional Covenant (including any defined terms used thereinassociated cure period) and related explanatory calculationsshall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under the Bank Credit Agreement, or the NYL Note Facility or 2006 Note Purchase Agreement, as applicable. HoweverThereafter, if upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such Principal Credit Facility is subsequently amendedholder evidencing any of the foregoing. Notwithstanding anything contained in this Section 10.9(a) to the contrary, modified or otherwise in no longer event shall any amendment to the covenant levels set forth in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated any covenant contained in the same manner in this Bank Credit Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated 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 Principal Credit Facility for such amendment or deletion, the equivalent of such fee NYL Note Facility or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. 2006 Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on of the date of this Agreement (and as amended other than by operation Restatement Effective Date be deemed to constitute an Additional Covenant for purposes of this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.810.9(a).

Most Favored Lender. In the event (a) If the Company shall enter intoor any Subsidiary Guarantor (i) is as of the date of this Agreement a party to a credit facility, assume loan agreement or otherwise be obligated other like financial instrument under which the Company or any Principal Subsidiary Guarantor may incur Unsecured Indebtedness in excess of $50,000,000 (an “Existing Credit Facility”), or (ii) after the date of this Agreement enters into any amendment or other modification of any Existing Credit Facility containing one (an “Amended Credit Facility”) or (iii) enters into any new credit facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement after the date of this Agreement under which the Company or any Subsidiary Guarantor may incur Unsecured Debt in excess of $50,000,000 (in any such case, a “New Credit Facility” and together with any Existing Credit Facility and Amended Credit Facility, each an “Other Facility”), which Other Facility contains a Relevant Covenant that would be more Financial Covenants that are either not beneficial to the holders of Notes than the Relevant Covenant set forth in this Agreement or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants any new Relevant Covenant not currently set forth in this Agreement (including any necessary definitionssuch provision, a “More Favorable Covenant”), then the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Covenant. Thereupon, unless waived in writing by the Required Holders within 10 Business Days after each holder’s receipt of such notice, such More Favorable Covenant shall be deemed automatically incorporated into this Agreement, without any further action on the part mutatis mutandis, as if set forth in full herein, effective as of the Company or the holders date when such More Favorable Covenant shall have become effective under such Other Facility and any event of the Notes, default in respect of any such Relevant Covenant so included herein shall be deemed to be automatically amended an Event of Default under Section 11(c) (after giving effect to include each any grace or cure provisions under such More Favorable Covenant. The Company shall provide written notice Other Facility), subject to all applicable terms and provisions of such More Favorable Covenant this Agreement, including, without limitation, all rights and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to remedies exercisable by the holders of the NotesNotes hereunder. Thereafter, setting forth upon the request of any holder of a reasonably detailed description of such More Favorable Covenant Note, the Company shall (including at its sole cost and expense) enter into any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified additional agreement or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from amendment to this Agreement at reasonably requested by such time, if it should occur, when such Default or Event of Default no longer exists; provided further, however, that if holder evidencing any fee or other consideration shall be given to the lenders under such Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.8.

Most Favored Lender. In The Company covenants that it will not amend any Financial Covenant in the event Primary Credit Facility or amend the Primary Credit Facility to add any additional Financial Covenant(s) unless, prior to the effectiveness of such amendment, the Company shall enter intohas notified Prudential and the holders of the Notes of such amendment and, assume if requested by Prudential or otherwise any holder of a Note, caused to be obligated under any Principal executed and delivered, reasonably simultaneously with the effectiveness of such amendment to the Primary Credit Facility containing one or more Facility, at the Company’s expense (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 Prudential and the Required Holder(s), to similarly amend such Financial Covenants that are either not set forth Covenant in this Agreement or are more beneficial to add such additional Financial Covenant(s) to this Agreement, as the case may be; provided that if such amended or added Financial Covenant is a leverage ratio or an interest coverage ratio, then such Financial Covenant in this Agreement shall be at a less restrictive level than the corresponding covenant contained in the Primary Credit Agreement by the same relative amount by which the leverage ratio or the interest coverage ratio, as the case may be, is at a less restrictive level in this Agreement as compared to the Primary Credit Facility as each was in effect on the date of this Agreement (but in no event less restrictive by operation of this paragraph 6L than the levels contained in this Agreement prior to any amendment to this Agreement). If, as a result of this paragraph 6L, this Agreement is amended to change or add any Financial Covenant(s) (a “MFL Provision”) and, thereafter, the Primary Credit Facility is amended such that the amended or added Financial Covenant in the Primary Credit Facility that caused such MFL Provision to be amended or added to this Agreement, as the case may be, either is amended to be at a less restrictive level than was effective by reason of the MFL Provision or is no longer binding on the Company and its Subsidiaries pursuant to the Primary Credit Facility, and provided that (a) no Default or Event of Default then exists, and (b) if any Credit Related Fees have been given to any party to such Primary Credit Facility with respect to such amendment to the Primary Credit Facility, the holders of the Notes shall have received a similar fee in a proportionate amount to such Credit Related Fee based upon the relative outstanding principal amount of the Notes and of the amount of the lending commitments of the lenders under such Principal the Primary Credit Facility than the Financial Covenants set forth in Facility, then this Agreement (including any necessary definitions, a “More Favorable Covenant”), this Agreementshall, without any further action on the part of the Company or the holders any holder of the Notes, shall be deemed to be amended automatically to reverse the change caused by or to delete such MFL Provision(s), as the case may be, with such amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable and less restrictive Financial Covenant and its automatic inclusion into in this Agreement promptly, and deemed to be amended such that the amended Financial Covenant in any event with 10 days of such inclusion, to this Agreement will be less restrictive than the holders of Financial Covenant in the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Primary Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated 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 proportion as the lenders under such Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained respective Financial Covenants in this Agreement bore to the Financial Covenants in the Primary Credit Facility as of the date of this Agreement (provided that the provisions of this Agreement shall not be so amended to be any less restrictive with respect to the Company and its Subsidiaries than as in effect on the date of this Agreement Agreement). For purposes hereof, a “Credit Related Fee” with respect to any amendment to the Primary Credit Facility shall mean any fee paid in connection with such amendment in excess of 0.15% of the amount of the lending commitments of the lenders under the Primary Credit Facility; provided that any amounts paid (1) for the reimbursement for out-of-pocket expenses relating to preparing such amendment, (2) for an extension in the ordinary course of the term of the Primary Credit Facility, or (3) to the extent paid to the agent(s) for the lenders under the Primary Credit Facility in such agent’s capacity as such or for out-of-pocket fees and as amended expenses of the agent(s) on its behalf or on behalf of other than by operation of this Section 9.8) lenders, shall not be loosened or relaxed by operation of the terms of this Section 9.8“Credit Related Fees”.

Most Favored Lender. In (a) If at any time after the event date of the Closing the Company is party to any Bank Credit Agreement that shall enter into, assume or otherwise be obligated under contain any Principal Credit Facility containing financial covenant that relates specifically to one or more Financial Covenants that are either numerical measures of the financial condition or results of operations of the Company or the Company and its Subsidiaries on a consolidated basis (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default, or otherwise) (or any thereof shall be amended, restated or otherwise modified) and such financial covenant is not set forth contained in this Agreement or are would be more beneficial to the lenders under such Principal Credit Facility holders of the Notes than the Financial Covenants set forth in any analogous covenant previously incorporated into this Agreement pursuant to this Section 9.7 (including any necessary definitionssuch financial covenant, a “More Favorable Financial Covenant”), then a Senior Financial Officer shall promptly (but in any event within ten Business Days from the occurrence thereof) provide written notice thereof to the holders of Notes, which notice shall refer specifically to this Section 9.7 and shall describe in reasonable detail the Financial Covenant and the relevant ratios or thresholds contained therein. Thereupon, unless waived in writing by the Required Holders, such Financial Covenant shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date when such Financial Covenant became effective under such Bank Credit Agreement. Any Financial Covenant incorporated into this Agreement pursuant to this Section 9.7 shall automatically without any action required to be taken by the Company or the holders any holder of any Note (i) be subject to any subsequent waiver of the Notescorrelative covenant to such Financial Covenant under the applicable Bank Credit Agreement for the same time period as waived thereunder, (ii) be deemed amended, restated or otherwise modified in this Agreement to the same effect as the correlative covenant to such Financial Covenant shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified restated or otherwise no longer in effect, modified under the applicable Bank Credit Agreement and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only (iii) be deemed automatically deleted from this Agreement at such time, if it should occur, when time as the correlative covenant to such Default or Event of Default no longer exists; provided further, however, that if any fee or other consideration Financial Covenant shall be given to deleted from the lenders under applicable Bank Credit Agreement or at such Principal time as the applicable Bank Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration Agreement shall be giventerminated and, pro ratain the case of any such termination, no amounts of principal or interest shall be outstanding thereunder (and in any such case under clauses (i), (ii) or (iii) above, a Senior Financial Officer shall promptly (but in any event within five Business Days from the occurrence thereof) provide written notice thereof to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of which notice shall refer specifically to this Section 9.8) 9.7 and shall describe in reasonable detail the relevant waiver, amendment, restatement, modification or deletion of such Financial Covenant, it being understood that the failure to deliver any such notice shall not be loosened affect any such waiver, amendment, restatement, modification or relaxed by operation deletion of the terms of this Section 9.8such Financial Covenant).

Most Favored Lender. In On the event Seventh Amendment Effective Date, each negative and affirmative covenant (together with any defined terms and schedules related thereto) imposed under, or in connection with, the Company Bank Loan Agreement is hereby incorporated into this Agreement and shall enter into, assume or otherwise be obligated under any Principal Credit Facility containing one or more Financial Covenants that are either not apply as if fully set forth in this Agreement herein. If, after the Seventh Amendment Effective Date, any holder of Bank Obligations or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (including any necessary definitions, a “More Favorable Covenant”), this Agreement, without any further action on the part other holder of Debt of the Company or any Subsidiary (a) imposes any additional negative or affirmative covenant or event of default (including by amendment of an existing negative or affirmative covenant or event of default, by waiver or consent or otherwise) that is more restrictive on the Company or any Subsidiary (or more favorable to such holder of Bank Obligations or other holder of Debt) than the covenants or events of default contained in this Agreement, (b) increases the amount of any fees, interest and/or other economic consideration to any holder of Bank Obligations or other holder of Debt, or (c) adds additional fees, interest and/or other economic consideration to any holder of Bank Obligations or other holder of Debt, then the Company shall promptly notify holders of the Notes, Notes and (irrespective of such notification) this Agreement shall be deemed to be amended automatically amended to include each incorporate such More Favorable Covenant. The Company shall provide written notice additional, more restrictive or more favorable covenant, event of default or other provision (together with any defined terms and schedules related thereto) as of such More Favorable Covenant and its automatic inclusion date. Notwithstanding the foregoing, (y) the subsequent amendment, modification, release or termination of any such covenant, event of default or other provision in such other document or agreement shall not operate to amend, modify, release or terminate such covenant, event of default, additional fees, interest or other economic consideration or other provision as incorporated into this Agreement promptlypursuant hereto without the consent of the Required Holders and (z) no provision shall be incorporated by reference herein to the extent that it would be more favorable to the Company, and in any event with 10 days of such inclusion, or less favorable to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including than any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated 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 Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date provision of this Agreement (and as amended other than by operation of this Section 9.8) shall not that would be loosened or relaxed by operation of the terms of this Section 9.8operative absent such incorporation.”

Most Favored Lender. In If at any time the Multi-Year Revolving Credit Agreement includes any covenant which is not contained in this Agreement, or any existing covenant in the Multi-Year Revolving Credit Agreement which is also contained in this Agreement is amended or 46969638_8 modified in any manner, or a consent or waiver has been given in respect thereof, then and in such event the Borrower shall, in the event the Company shall enter intoLender is not party to the Multi-Year Revolving Credit Agreement, assume or otherwise be obligated under any Principal give written notice thereof to the Lender not later than ten days following the date of execution of such Multi-Year Revolving Credit Facility containing one or more Financial Covenants that are either not set forth in this Agreement or are more beneficial amendment thereof, as the case may be. Effective on the date of execution of such Multi-Year Revolving Credit Agreement or amendment, other modification, waiver or consent thereof (to which Bank of America has consented to such amendment, modification, waiver or consent), as the case may be, such covenants and related definitions and other provisions (collectively, the “Incorporated Covenants”) shall then and thereupon (mutatis mutandis) be deemed to have been incorporated herein; and any breach or event of default in respect of any such Incorporated Covenant shall, subject to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (including any necessary definitionsforegoing, a “More Favorable Covenant”), this Agreement, without any further action on the part of the Company or the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then existshereunder subject to all applicable terms and provisions of this Agreement, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from this Agreement at such timeincluding, 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 Principal Credit Facility for such amendment or deletionwithout limitation, the equivalent of such fee or other consideration shall be given, pro rata, to the holders right of the NotesLender to waive or not waive any breach thereof (independent of any right of any other creditor of the Borrower or such Subsidiary in respect of any such Incorporated Covenants). Notwithstanding Without limiting the foregoing, any amendment, elimination or termination of, or waiver or consent with respect to, any such Incorporated Covenant (including as a result of the covenants termination or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used thereinrepayment in full of the Multi-Year Revolving Credit Agreement) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of accordance with the terms of the Multi-Year Revolving Credit Agreement to which Bank of America has consented to shall then and thereupon (mutatis mutandis) constitute an amendment, elimination or termination, as the case may be, of, or waiver or consent with respect to, such Incorporated Covenant hereunder. [The remainder of this Section 9.8page intentionally left blank.] 46969638_8

Most Favored Lender. In the event the (a) The Company shall enter intodeliver a true and complete copy of the Bank Amendment within 10 Business Days following the execution thereof. If as of, assume or otherwise at any time after, the date of this Agreement, the Bank Amendment (i) contains, or amends or modifies the Bank Credit Agreement to add, any Financial Covenant or any other Relevant Provision that is not contained in the Bank Credit Agreement as of the date of this Agreement (but, in the case of any Relevant Provision other than a Financial Covenant, only to the extent it would be obligated under customary to include such Relevant Provision in a market note purchase agreement entered into by a company (that is substantially similar to the Company) in connection with an institutional private placement financing transaction providing for the issuance and sale of debt securities that is entered into subsequent to the date of the primary bank credit agreement of such company that contains such Relevant Provision), or (ii) amends or modifies any Principal Financial Covenant or other Relevant Provision in the Bank Credit Facility containing one Agreement, an analogous Financial Covenant or other Relevant Provision of which is also contained in this Agreement, in a manner which would result in such Financial Covenant or Relevant Provision in the Bank Credit Agreement being more beneficial to the Bank Lenders in any material respect (or, in the case of any Financial Covenants that are either not Covenant or Event of Default, in any respect) than the analogous Relevant Provision set forth in this Agreement or are more beneficial is to the lenders under holders of the Notes (any such Principal Credit Facility than the Financial Covenants set forth Covenant or other Relevant Provision described in this Agreement clause (including any necessary definitionsi) or (ii), a “More Favorable CovenantProvision”), this Agreement, without any further action on then the part of the Company Parent or the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice a Most Favored Lender Notice in respect of such More Favorable Covenant and its automatic inclusion Provision, together with the Bank Amendment. Thereupon, unless waived in writing by the Required Holders within 15 days after each holder’s receipt of such notice, such More Favorable Provision shall be deemed automatically incorporated into this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Provision shall have become effective under the Bank Amendment. Thereafter, upon the request of any holder of a Note, the Parent and the Company shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement promptlyrequested by such holder evidencing any of the foregoing. Notwithstanding anything to the contrary in the foregoing, and in the event that the Company reasonably determines in good faith that the Bank Amendment does not contain or otherwise provide for any event More Favorable Provision, then it shall not be required to provide a Most Favored Lender Notice in connection with 10 days its delivery of such inclusion, the Bank Amendment to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated 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 furtherprovided, however, that the Required Holders may, within 90 days following their receipt of the Bank Amendment, provide a written notice to the Parent or the Company if any fee or other consideration they reasonably determine that the Bank Amendment contains a More Favorable Provision, which notice shall specify such More Favorable Provision and that such More Favorable Provision shall constitute an Incorporated Provision, whereupon such More Favorable Provision shall be given to the lenders under such Principal Credit Facility for such amendment or deletiondeemed automatically incorporated into, the equivalent of such fee or other consideration shall be givenand constitute an Incorporated Provision under, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of accordance with the terms of this Section 9.89.12.

Most Favored Lender. In If at any time (a)(i) the event Company enters into any credit agreement, loan agreement, note purchase agreement or other like agreement under which the Company may incur Designated Debt in excess of $50,000,000, including the Note Purchase Agreements and the Senior Notes (a “Principal Lending Agreement”), and (ii) any such Principal Lending Agreement at any time includes a covenant that expressly limits either: (x) the sale, lease or disposition of assets by the Company and/or any Subsidiary during any period of 12 consecutive months to less than 15% of the book value of consolidated tangible assets of the Company and its Subsidiaries, or (y) the incurrence of Designated Debt by any Foreign Subsidiary, in either case that is not contained in this Agreement, or if such covenant that is contained in the Principal Lending Agreement is more favorable to such creditors of the Company than a similar covenant contained in this Agreement, or (b) the Company issues an additional series of Senior Notes pursuant to any Supplement (as defined in the applicable Note Purchase Agreement) that has an “additional covenant” (within the meaning of Section 2.2(iii) of the applicable Note Purchase Agreement), the Company shall enter intogive written notice thereof to the Administrative Agent not later than 10 days following the date of execution of such Principal Lending Agreement or amendment thereof or Supplement, assume as the case may be (each a “Subject Agreement”); provided that any such additional covenant shall not impair, diminish or otherwise be obligated under adversely modify any Principal Credit Facility containing one existing covenants contained herein. Effective on the date of execution of a Subject Agreement, such covenant (or more Financial Covenants covenants) and related definitions that are either not set forth contained in this Agreement or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Subject Agreement (including collectively, the “Incorporated Covenants”) shall be deemed to have been incorporated herein and any necessary definitions, a “More Favorable Covenant”), this Agreement, without event of default in respect of any further action on the part of the Company or the holders of the Notes, such Incorporated Covenant shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then existshereunder, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from subject to all applicable terms and provisions of this Agreement at such timeAgreement, 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 including the lenders under such Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders right of the NotesRequired Banks to waive or not waive any breach thereof (independent of any right of any other creditor of the Company in respect of any such Incorporated Covenants). Notwithstanding Without limiting the foregoing, the covenants any amendment, elimination or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained termination of any Incorporated Covenant in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of accordance with the terms of this Section 9.8.the applicable Subject Agreement (including as a result of the termination of such Subject Agreement) shall constitute an immediate amendment, elimination or termination, as the case may be, of such Incorporated Covenant hereunder

Most Favored Lender. In Borrower covenants that it will not amend, modify or waive (an “Amendment”) any term or provision of the event the Company shall enter into, assume or otherwise be obligated under any Principal Existing Syndicated Credit Facility containing one or more Financial Covenants Agreement that are either not set forth is also contained in this Agreement or are more beneficial amend the Existing Syndicated Credit Agreement to add any additional term or provision thereto (any such modified, waived or added term or provision, an “MFL Provision”) unless, prior to the lenders under effectiveness of such Principal Amendment, Borrower has notified Agent of such Amendment and, if requested by Agent, caused to be executed and delivered, reasonably simultaneously with the effectiveness of such Amendment to the Existing Syndicated Credit Facility than Agreement at Borrower’s expense (including the Financial Covenants set forth reasonable fees and expenses of counsel for Agent), an amendment to this Agreement, in form and substance satisfactory to Agent and the Required Bank(s), to similarly amend such term or provision in this Agreement or to add such term or provision to this Agreement, as the case may be. If, as a result of this Section 5.21, either (i) this Agreement is amended to change or add any MFL Provision or (ii) any MFL Provision in the Existing Syndicated Credit Agreement is amended to a less restrictive level (including any necessary definitions, a “More Favorable Covenant”), eliminated) or (b) Borrower and its Subsidiaries are no longer bound by the amended or added covenant in the such Existing Syndicated Credit Agreement that caused such MFL Provision to be amended or added to this Agreement, as the case may be, and provided that (a) no Default or Event of Default then exists, and (b) if any Credit Related Fee has been given to any party to such Existing Syndicated Credit Agreement in connection with any Amendment, the Banks shall have received such Credit Related Fee in a proportionate amount based upon the relative Commitments and outstanding principal amount of the Loans under this Agreement and of the Indebtedness outstanding under the Existing Syndicated Credit Agreement, then this Agreement shall, without any further action on the part of the Company Borrower or the holders of the Notesany Bank, shall be deemed to be amended automatically amended to include each amend or to delete such More Favorable CovenantMFL Provisions. The Company For purposes hereof, a “Credit Related Fee” with respect to any Amendment shall provide written notice mean any fee paid or increase in the then applicable interest rate or interest rate margins in connection with such Amendment; provided that any amounts paid (1) for the reimbursement of out-of-pocket expenses relating to preparing such More Favorable Covenant and its automatic inclusion into this Agreement promptlyamendment, and (2) for an extension in any event with 10 days the ordinary course of such inclusionthe term of the Existing Syndicated Credit Agreement, or (3) to the holders of extent paid to the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used thereinagent(s) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated 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 for the lenders under the Existing Syndicated Credit Agreement in such Principal Credit Facility agent’s capacity as such or for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders out-of-pocket fees and expenses of the Notes. Notwithstanding the foregoingagent(s) on its behalf or on behalf of other lenders, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.8“Credit Related Fees”.

Most Favored Lender. In the event the Company shall enter into, assume or otherwise be obligated under any Principal (a) If a Specified Credit Facility containing one shall include any MFL Financial Covenant or more MFL Cure Right Provision and (i) such MFL Financial Covenants that are either Covenant is not set forth contained in this Agreement or are (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the lenders under such Principal Credit Facility holders of Notes than the Financial Covenants set forth any analogous restriction, Event of Default, cure right or provision and related defined terms contained in this Agreement (including any necessary definitionssuch restriction, a Event of Default, cure right or provision, an “More Favorable Additional Covenant”), this Agreement, without any further action on the part of then the Company or shall provide a Most Favored Lender Notice to the holders of Notes; provided that, for the avoidance of doubt and without limiting the foregoing, the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.7 (and have the same related definitions) would be more beneficial to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within 10 Business Days after receipt of such notice by the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Additional Covenant (including any associated cure or grace period and any related defined terms used thereinterms) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from incorporated by reference into this Agreement at such timeAgreement, if it should occur, when such Default or Event in the case of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under such Principal absence of an MFL Cure Right Provision in a Specified Credit Facility for such amendment or deletionthat has financial covenants that are the same as the financial covenants set forth in Section 10.7 (and have the same related definitions), the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as in effect if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement (and as amended other than reasonably requested by operation of this Section 9.8) shall not be loosened or relaxed by operation such holder evidencing any of the terms of this Section 9.8foregoing.

Most Favored Lender. In If at any time (a)(i) Parent enters into any credit agreement, loan agreement, note purchase agreement or other like agreement under which Parent may incur Designated Debt in excess of $100,000,000, including the event Note Purchase Agreements and the Company shall enter into, assume or otherwise be obligated under any Principal Credit Facility containing one or more Financial Covenants that are either not set forth in this Agreement or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement Senior Notes (including any necessary definitions, a “More Favorable CovenantPrincipal Lending Agreement”), and (ii) any such Principal Lending Agreement at any time includes a covenant that expressly limits either: (x) the sale, lease or disposition of assets by Parent and/or any Subsidiary during any period of 12 consecutive months to less than 15% of the book value of consolidated tangible assets of Parent and its Subsidiaries, or (y) the incurrence of Designated Debt by any Foreign Subsidiary, in either case that is not contained in this Agreement, without or if such covenant that is contained in the Principal Lending Agreement is more favorable to such creditors of Parent than a similar covenant contained in this Agreement, (b) Parent issues an additional series of Senior Notes pursuant to any further action Supplement (as defined in the applicable Note Purchase Agreement) or amends any existing series of Senior Notes, in each case, that has an “additional covenant” (within the meaning of Section 2.2(iii) of the applicable Note Purchase Agreement), or (c) any Principal Lending Agreement in respect of the Parent Acquisition Debt or the Debt under the Parent Existing Credit Agreement includes any negative covenant or other restriction on the part making of investments and/or payments in respect of the Company or Parent’s Equity Interests and/or any representations and warranties and/or covenants with respect to securing the holders obligations of the NotesParent Acquisition Debt or Debt under the Parent Existing Credit Agreement, then, in each case, Parent shall give written notice thereof to the Administrative Agent not later than 10 days following the date of execution of such Principal Lending Agreement or amendment thereof or Supplement, as the case may be (each a “Subject Agreement”); provided that any such additional covenant or provision shall not impair, diminish or otherwise adversely modify any existing covenants or provisions contained herein. Effective on the date of execution of a Subject Agreement, such covenant(s) or provision(s) and related definitions that are contained in such Subject Agreement (collectively, the “Incorporated Covenants”) shall be deemed to have been incorporated herein and any event of default in respect of any such Incorporated Covenant shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then existshereunder, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from subject to all applicable terms and provisions of this Agreement at such timeAgreement, 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 including the lenders under such Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders right of the NotesRequired Lenders to waive or not waive any breach thereof (independent of any right of any other creditor of Parent in respect of any such Incorporated Covenants). Notwithstanding Without limiting the foregoing, the covenants any amendment, elimination or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained termination of any Incorporated Covenant in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of accordance with the terms of this Section 9.8the applicable Subject Agreement (including as a result of the termination of such Subject Agreement) shall constitute an immediate amendment, elimination or termination, as the case may be, of such Incorporated Covenant hereunder.

Most Favored Lender. In the event the The Company shall enter covenants that if, on any date, it or any Subsidiary enters into, assume assumes or otherwise be becomes bound or obligated under any Principal Credit Primary Working Capital Facility containing or any Material Indebtedness Agreement that contains, or amends any Primary Working Capital Facility or any Material Indebtedness Agreement to contain, one or more Financial Additional Covenants that are either not set forth in or Additional Defaults, then on such date the terms of this Agreement or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (including any necessary definitions, a “More Favorable Covenant”), this Agreementshall, without any further action on the part of the Company or any of the holders of the Notes, shall be deemed to be amended automatically amended to include each Additional Covenant and each Additional Default contained in such More Favorable Covenantagreement, and the Company shall provide prompt written notice thereof to Prudential and the holders of the Notes of such event. The Company shall provide further covenants, upon the written notice request of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusionthe Required Holders, to promptly execute and deliver at its expense (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 Holder(s) evidencing the amendment of this Agreement to include such Additional Covenants and Additional Defaults, setting forth a reasonably detailed description provided that the execution and delivery of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, amendment shall not be a precondition to the effectiveness of such amendment as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner provided for in this Agreementparagraph 6S, but shall merely be for the convenience of the parties hereto; provided that, upon the subsequent elimination of such Additional Covenant or Additional Default and the Company providing notice thereof to Prudential and each holder of a Note, the same shall be deemed eliminated hereunder if a (i) no Default or an Event of Default then exists, (ii) such More Favorable elimination of such Additional Covenant so incorporated or Additional Default shall only be deemed automatically deleted from not make 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 less restrictive with respect to the lenders under such Principal Credit Facility for such amendment or deletion, Company and the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement Guarantors than as in effect on the date of this Agreement (and Agreement, as amended by any other amendments hereto, other than by operation as a result of such Additional Covenant or Additional Default and (iii) if any fee or other compensation is paid to any person in respect of such elimination of such Additional Covenant or Additional Default, the Company shall pay each holder of a Note such fee or compensation on a ratable basis relative to the then outstanding aggregate principal amounts of the Notes. The Company further covenants to promptly execute and deliver at its expense (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 Holder(s) evidencing (x) the amendment of this Section 9.8Agreement to include such Additional Covenants and Additional Defaults or (y) the elimination of such Additional Covenants and Additional Defaults, as applicable, provided that the execution and delivery of such amendment shall not be loosened or relaxed by operation a precondition to the effectiveness of such amendment as provided for in this paragraph 6S, but shall merely be for the convenience of the terms of this Section 9.8parties hereto.

Most Favored Lender. In If at any time the Multi-Year Revolving Credit Agreement includes any covenant which is not contained in this Agreement, or any existing covenant in the Multi-Year Revolving Credit Agreement which is also contained in this Agreement is amended or modified in any manner, or a consent or waiver has been given in respect thereof, then and in such event the Borrower shall, in the event the Company shall enter intoLender is not party to the Multi-Year Revolving Credit Agreement, assume or otherwise be obligated under any Principal give written notice thereof to the Lender not later than ten days following the date of execution of such Multi-Year Revolving Credit Facility containing one or more Financial Covenants that are either not set forth in this Agreement or are more beneficial amendment thereof, as the case may be. Effective on the date of execution of such Multi-Year Revolving Credit Agreement or amendment, other modification, waiver or consent thereof (to which Bank of America has consented to such amendment, modification, waiver or consent), as the case may be, such covenants and related definitions and other provisions (collectively, the “Incorporated Covenants”) shall then and 57526638_5 thereupon (mutatis mutandis) be deemed to have been incorporated herein; and any breach or event of default in respect of any such Incorporated Covenant shall, subject to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (including any necessary definitionsforegoing, a “More Favorable Covenant”), this Agreement, without any further action on the part of the Company or the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then existshereunder subject to all applicable terms and provisions of this Agreement, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from this Agreement at such timeincluding, 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 Principal Credit Facility for such amendment or deletionwithout limitation, the equivalent of such fee or other consideration shall be given, pro rata, to the holders right of the NotesLender to waive or not waive any breach thereof (independent of any right of any other creditor of the Borrower or such Subsidiary in respect of any such Incorporated Covenants). Notwithstanding Without limiting the foregoing, any amendment, elimination or termination of, or waiver or consent with respect to, any such Incorporated Covenant (including as a result of the covenants termination or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used thereinrepayment in full of the Multi-Year Revolving Credit Agreement) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of accordance with the terms of the Multi-Year Revolving Credit Agreement to which Bank of America has consented to shall then and thereupon (mutatis mutandis) constitute an amendment, elimination or termination, as the case may be, of, or waiver or consent with respect to, such Incorporated Covenant hereunder. [The remainder of this Section 9.8page intentionally left blank.]

Most Favored Lender. In the event the Company shall enter into, assume or otherwise be obligated under any Principal (a) If a Specified Credit Facility containing one shall include any MFL Financial Covenant or more MFL Cure Right Provision and (i) such MFL Financial Covenants that are either Covenant is not set forth contained in this Agreement or are (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the lenders under such Principal Credit Facility holders of Notes than the Financial Covenants set forth any analogous restriction, event of default, cure right or provision contained in this Agreement (including any necessary definitionssuch restriction, a event of default, cure right or provision, an “More Favorable Additional Covenant”), this Agreement, without any further action on the part of then the Company or shall provide a Most Favored Lender Notice to the holders of Notes; provided that, for the avoidance of doubt and without limiting the foregoing, the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial maintenance covenants that are the same as the financial maintenance covenants set forth in Section 10.6 (and have the same related definitions) would be more beneficial to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Additional Covenant (including any defined terms used thereinassociated cure or grace period) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from incorporated by reference into this Agreement at such timeAgreement, if it should occur, when such Default or Event in the case of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under such Principal absence of an BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT MFL Cure Right Provision in a Specified Credit Facility for such amendment or deletionthat has financial maintenance covenants that are the same as the financial maintenance covenants set forth in Section 10.6 (and have the same related definitions), the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as in effect if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement (and as amended other than reasonably requested by operation of this Section 9.8) shall not be loosened or relaxed by operation such holder evidencing any of the terms of this Section 9.8foregoing.

Most Favored Lender. In If the event Company, or any of its Subsidiaries, enters into (i) any amendment, restatement, supplement, waiver or modification to the Company shall enter intoBank Credit Agreement (or the documents related to any extension, assume refinancing, refunding or otherwise be obligated under renewal thereof) or the 2005 Note Agreement that amends, restates, supplements or modifies any Principal of the covenants, events of default or related definitions used in the Bank Credit Facility containing one Agreement (or more Financial Covenants that are either not set forth the documents related to any extension, refinancing, refunding or renewal thereof) or in this the 2005 Note Agreement or (ii) any document related to any extension, refinancing, refunding or renewal thereof that includes covenants, events of default or related definitions, such that , in any case, any of such covenants, events of default or related definitions are more beneficial restrictive than, or in addition to (the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (including any necessary definitions, a “More Favorable CovenantRestrictive Provisions”), the covenants, events of default or related definitions contained in this Agreement, without any further action on the part of then (a) the Company or will give the holders of the NotesNotes prior written notice thereof, (b) this Agreement shall be deemed to be automatically amended to include each such add the More Favorable Covenant. The Restrictive Provisions hereto and otherwise afford the holders of the Notes with the benefit thereof without any action by the Company shall provide written notice or any holder of such any Note, provided that the Required Holders may elect in writing not to have any one or more More Favorable Covenant and its automatic inclusion into Restrictive Provisions added to this Agreement promptlyAgreement, and (c) the Company shall, upon the request of the holders of the Notes (i) enter into an amendment to this Agreement, in any event with 10 days of such inclusion, form and substance satisfactory to the holders of the Notes, setting forth a reasonably detailed description to evidence the addition of such More Favorable Covenant Restrictive Provisions (including other than any defined terms used thereinMore Restrictive Provisions that the Required Holders elect in writing to exclude) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from to this Agreement at such time, if it should occur, when such Default or Event for the benefit of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under such Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding , and (ii) agree to satisfy any conditions precedent to the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date effectiveness of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.8such amendment.”

Most Favored Lender. In (a) If at any time the Bank Credit Agreement, the NYL Note Facility or the 2006 Note Purchase Agreement shall include any financial covenant, undertaking, restriction, event of default or other provision (or any thereof shall be amended or otherwise modified) that provides for limitations on or measures of indebtedness, interest expense, fixed charges, net worth, stockholders’ equity or total assets, changes in control of the Company shall enter intoor transfers of interests in assets of the Company or any Subsidiary (however expressed and whether stated as a ratio, assume as a fixed threshold, as an event of default or otherwise be obligated under any Principal Credit Facility containing one otherwise) and such covenant, undertaking, restriction, event of default or more Financial Covenants that are either provision is not set forth contained in this Agreement or are would be more beneficial to the lenders under such Principal Credit Facility holders of Notes than the Financial Covenants set forth any analogous covenant, undertaking, restriction, event of default or provision contained in this Agreement (including any necessary definitionssuch covenant, a undertaking, restriction, event of default or provision, an “More Favorable Additional Covenant”), this Agreement, without any further action on the part of then the Company or shall provide a Most Favored Lender Notice to the holders of Notes. Thereupon, unless waived in writing by the Required Holders within five (5) Business Days of receipt of such notice by the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Additional Covenant (including any defined terms used thereinassociated cure period) and related explanatory calculationsshall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under the Bank Credit Agreement, the NYL Note Facility or 2006 Note Purchase Agreement, as applicable. HoweverThereafter, if upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such Principal Credit Facility is subsequently amendedholder evidencing any of the foregoing. Notwithstanding anything contained in this Section 10.9(a) to the contrary, modified or otherwise in no longer event shall any amendment to the covenant levels set forth in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated any covenant contained in the same manner in this Bank Credit Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated 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 Principal Credit Facility for such amendment or deletion, the equivalent of such fee NYL Note Facility or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. 2006 Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on of the date of this Agreement (and as amended other than by operation Restatement Effective Date be deemed to constitute an Additional Covenant for purposes of this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.810.9(a).

Most Favored Lender. In the event the Company shall enter The Loan Parties covenants that if, on any date, any Loan Party or any Subsidiary enters into, assume assumes or otherwise be becomes bound or obligated under the Senior Notes (2010) or any Principal Credit Facility containing related agreements that contain, or amends the agreement with respect to the Senior Notes (2010) to contain or amend, one or more Financial Covenants that are either not set forth in additional affirmative covenants or additional negative covenants, or the definition related thereto, or any additional or amended events of default, then on such date the terms of this Agreement or are more beneficial to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (including any necessary definitions, a “More Favorable Covenant”), this Agreementshall, without any further action on the part of the Company Loan Parties, the Administrative Agent or the holders of the NotesLenders, shall be deemed to be amended automatically amended to include each additional covenant and each event of default contained in such More Favorable Covenantagreement, and the Loan Parties shall provide prompt written notice thereof to the Administrative Agent and the Lenders of such event. The Company shall provide Loan Parties further covenant, upon the written notice request of the Required Lenders, to promptly execute and deliver at the Borrower’s expense (including the reasonable fees and expenses of counsel for the Administrative Agent) an amendment to this Agreement in form and substance satisfactory to the Required Lenders evidencing the amendment of this Agreement to include such additional covenants and additional events of default, provided that the execution and delivery of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days amendment shall not be a precondition to the effectiveness of such inclusionamendment as provided for in this Section 8.2.18 [Most Favored Lender], to but shall merely be for the holders convenience of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreementparties hereto; provided that, upon the subsequent elimination of such additional covenant or additional event of default under the Senior Notes (2010), as the case may be, and the Borrower providing notice thereof to the Administrative Agent and the Lenders, the same shall be deemed eliminated hereunder if a (i) no Potential Default or an Event of Default then exists, (ii) such More Favorable Covenant so incorporated elimination of such additional covenant or additional event of default shall only be deemed automatically deleted from not make 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 less restrictive with respect to the lenders under such Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement Loan Parties than as in effect on the date of this Agreement (and Agreement, as amended by any other amendments hereto, other than by operation as a result of such additional covenant or additional event of default and (iii) if any fee or other compensation is paid to any person in respect of such elimination of such additional covenant or additional event of default, the Borrower shall pay each Lender such fee or compensation on a ratable basis relative to the then outstanding aggregate principal amounts of the Notes. The Loan Parties further covenant to promptly execute and deliver at their expense (including the reasonable fees and expenses of counsel for the Administrative Agent) an amendment to this Agreement in form and substance satisfactory to the Required Lenders evidencing (x) the amendment of this Section 9.8Agreement to include such additional covenants and additional events of default, or (y) the elimination of such additional covenants and additional events of default, as applicable, provided that the execution and delivery of such amendment shall not be loosened or relaxed by operation a precondition to the effectiveness of such amendment as provided for in this Section 8.2.18 [Most Favored Lender], but shall merely be for the convenience of the terms of this Section 9.8parties hereto.

Most Favored Lender. In (a) If at any time (including as in effect on the event the Company shall enter into, assume or otherwise be obligated under date of this Agreement) any Principal Material Credit Facility containing one shall include any Financial Covenant, any event of default (whether set forth as a undertaking, event of default, prepayment event or more Financial Covenants that are either other such provision) or prepayment right not set forth in this Agreement herein or are that would be more beneficial to the lenders under such Principal Credit Facility holders of the Notes than the Financial Covenants set forth any analogous provision contained in this Agreement (including any necessary definitionssuch Financial Covenant, event of default or prepayment right, an "Additional Provision"), then the Company shall provide (i) with respect to any Additional Provision in effect on the date of Closing, the information required to be provided with respect to such Additional Provisions in the Officer's Certificate required to be delivered to the Purchasers pursuant to Section 4.3(a) and (ii) with respect to any Additional Provision in effect after the date of Closing, a “More Favorable Covenant”), this Agreement, without any further action on Most Favored Lender Notice to the part holders of the Company or Notes. Thereupon, unless waived in writing by the Required Holders within thirty (30) days of receipt of such Most Favored Lender Notice by the holders of the Notes, such Additional Provision (and any related definitions) shall be deemed to be automatically amended to include each incorporated by reference into this Agreement, mutatis mutandis (including any grace period, if applicable, with respect thereto), as if set forth fully herein, without any further action required on the part of any Person, effective as of the date when such More Favorable CovenantAdditional Provision became effective under such Material Credit Facility. The Thereafter upon the request of any holder of a Note, the Company shall provide written notice of such More Favorable Covenant and its automatic inclusion enter into any additional agreement or amendment to this Agreement reasonably requested by such holder evidencing any of the foregoing. As used herein, "Most Favored Lender Notice" means, in respect of any Additional Provision, a written notice, which may be by e-mail, to each of the holders of the Notes delivered promptly, and in any event with 10 days within ten (10) Business Days after the inclusion of such inclusionAdditional Provision in any Material Credit Facility (including by way of amendment or other modification of any existing provision thereof), by a Senior Financial Officer of the Company referring to the holders provisions of the Notes, this Section 9.7 and setting forth a reasonably detailed description of such More Favorable Covenant Additional Provision (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise (b) So long as no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated 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 Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (has occurred and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of the terms of this Section 9.8.is continuing DBI/ 84912103.8 27

Most Favored Lender. In The Company covenants and agrees that if at any time any Credit Document shall include any financial requirement or condition pertaining to the Company, any Credit Party and/or MDA Pledgor (however expressed and whether stated as a covenant, event the Company shall enter intoof default or otherwise), assume or otherwise be obligated under any Principal Credit Facility containing one or more Financial Covenants that are either which is not set forth included in this Agreement or are which is more beneficial to the lenders under such Principal Credit Facility restrictive than the Financial Covenants set forth any comparable provision included in this Agreement (including any necessary definitions, a “More Favorable CovenantMost Favored Provision”), then (i) such Most Favored Provision shall immediately and automatically be incorporated by reference in this AgreementAgreement as if set forth fully therein, without any further action on the part of mutatis mutandis, (ii) the Company or the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 within five (5) days of such inclusionMost Favored Provision becoming effective under any Credit Document, to the holders so advise each holder of Notes in writing, providing with such notice a copy of the Notesapplicable Credit Document(s), setting forth a reasonably detailed description (iii) thereafter, (A) so long as no Default or Event of Default shall then exist under or in respect of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminatedincorporated Most Favored Provision, then such More Favorable Covenant Most Favored Provision shall automatically (without any action being taken by the Company or any holder of a Note) cease to be modified, excluded or terminated in the same manner incorporated in this Agreement; provided that, Agreement simultaneously with the termination of such Credit Document (in accordance with its terms and not in connection with a temporary waiver of rights thereunder) or (B) if a Default or an Event of Default shall exist under or in respect of such incorporated Most Favored Provision on such termination date, then exists, such More Favorable Covenant so incorporated Most Favored Provision shall only be deemed automatically deleted from this Agreement at such time, if it should occur, when continue in effect until such Default or Event of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to cured or waived in accordance with the lenders under such Principal Credit Facility for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained in this Agreement as in effect on the date applicable provisions of this Agreement Agreement, and (and as amended iv) such Most Favored Provision shall automatically (without any further action being taken by the Company or any holder of a Note other than by operation of this Section 9.8as set forth below) shall not be loosened or relaxed by operation of the terms of this Section 9.8.further modified if such Most Favored

Most Favored Lender. In the event the Company shall enter into, assume or otherwise be obligated under any Principal (a) If a Specified Credit Facility containing one shall include any MFL Financial Covenant or more MFL Cure Right Provision and (i) such MFL Financial Covenants that are either Covenant is not set forth contained in this Agreement or are (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the lenders under such Principal Credit Facility holders of Notes than the Financial Covenants set forth any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (including any necessary definitionssuch restriction, a event of default, cure right or provision, and related defined terms, an “More Favorable Additional Covenant”), this Agreement, without any further action on the part of then the Company or shall provide a Most Favored Lender Notice to the holders of Notes; provided that, for the avoidance of doubt and without limiting the foregoing, the absence of an MFL Cure Right Provision in a Specified Credit Facility that has financial covenants that are the same as the financial covenants set forth in Section 10.7 (and have the same related definitions) would be more beneficial to the holders of Notes. Thereupon, unless AG Twin Brook Capital Income Fund Master Note Purchase Agreement waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Additional Covenant (including any defined terms used therein) associated cure or grace period and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant defined terms) shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then exists, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from incorporated by reference into this Agreement at such timeAgreement, if it should occur, when such Default or Event in the case of Default no longer exists; provided further, however, that if any fee or other consideration shall be given to the lenders under such Principal absence of an MFL Cure Right Provision in a Specified Credit Facility for such amendment or deletionthat has financial covenants that are the same as the financial covenants set forth in Section 10.7 (and have the same related definitions), the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding the foregoing, the covenants or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used therein) contained Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as in effect if set forth fully herein or so removed, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit Facility. Thereafter, upon the request of any holder of a Note, the Company shall enter into any additional agreement or amendment to this Agreement (and as amended other than reasonably requested by operation of this Section 9.8) shall not be loosened or relaxed by operation such holder evidencing any of the terms of this Section 9.8foregoing.

Most Favored Lender. In If at any time the Multi-Year Revolving Credit Agreement includes any covenant which is not contained in this Agreement, or any existing covenant in the Multi-Year Revolving Credit Agreement which is also contained in this Agreement is amended or modified in any manner, or a consent or waiver has been given in respect thereof, then and in such event the Borrower shall, in the event the Company shall enter intoLender is not party to the Multi-Year Revolving Credit Agreement, assume or otherwise be obligated under any Principal give written notice thereof to the Lender not later than ten days following the date of execution of such Multi-Year Revolving Credit Facility containing one or more Financial Covenants that are either not set forth in this Agreement or are more beneficial amendment thereof, as the case may be. Effective on the date of execution of such Multi-Year Revolving Credit Agreement or amendment, other modification, waiver or consent thereof (to which Bank of America has consented to such amendment, modification, waiver or consent), as the case may be, such covenants and related definitions and other provisions (collectively, the “Incorporated Covenants”) shall then and thereupon (mutatis mutandis) be deemed to have been incorporated herein; and any breach or event of default in respect of any such Incorporated Covenant shall, subject to the lenders under such Principal Credit Facility than the Financial Covenants set forth in this Agreement (including any necessary definitionsforegoing, a “More Favorable Covenant”), this Agreement, without any further action on the part of the Company or the holders of the Notes, shall be deemed to be automatically amended to include each such More Favorable Covenant. The Company shall provide written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptly, and in any event with 10 days of such inclusion, to the holders of the Notes, setting forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable. However, if any such Principal Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded or terminated in the same manner in this Agreement; provided that, if a Default or an Event of Default then existshereunder subject to all applicable terms and provisions of this Agreement, such More Favorable Covenant so incorporated shall only be deemed automatically deleted from this Agreement at such timeincluding, 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 Principal Credit Facility for such amendment or deletionwithout limitation, the equivalent of such fee or other consideration shall be given, pro rata, to the holders right of the NotesLender to waive or not waive any breach thereof (independent of any right of any other creditor of any Loan Party or Subsidiary in respect of any such Incorporated Covenants). Notwithstanding Without limiting the foregoing, any amendment, elimination or termination of, or waiver or consent with respect to, any such Incorporated Covenant (including as a result of the covenants termination or defaults (and Federated Hermes, Inc. Note Purchase Agreement related definitions as used thereinrepayment in full of the Multi-Year Revolving Credit Agreement) contained in this Agreement as in effect on the date of this Agreement (and as amended other than by operation of this Section 9.8) shall not be loosened or relaxed by operation of accordance with the terms of the Multi-Year Revolving Credit Agreement to which Bank of America has consented to shall then and thereupon (mutatis mutandis) constitute an amendment, elimination or termination, as the case may be, of, or waiver or consent with respect to, such Incorporated Covenant hereunder. [The remainder of this Section 9.8page intentionally left blank.]