Common use of Most Favored Lender Clause in Contracts

Most Favored Lender. In the event the Primary Credit Facility contains one or more Material Covenants that are either not set forth in this Agreement or more beneficial to the lenders under the Primary Credit Facility than the Material 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 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 within 10 Business Days of such inclusion (or pursuant to Section 4.17 in the case of any More Favorable Covenants at the First Closing), 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 However, if the Primary Credit Facility is subsequently amended, modified or otherwise no longer in effect, and as a result such More Favorable Covenant is modified, excluded or terminated, then such More Favorable Covenant shall automatically be modified, excluded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 the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, on the whole, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility as of the effective date of this Agreement), 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 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 9.16) shall not be loosened or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16.

Most Favored Lender. In (a) If at any time after the event the Primary Credit Facility contains one or more Material Covenants that are either not set forth in date of this Agreement the Company amends or more beneficial to modifies any financial covenant or any event of default in the lenders under nature of a financial covenant (or the Primary Credit Facility than the Material Covenants set forth in this Agreement related definitions or provisions governing accounting terms) (including any necessary definitionseach, a “More Favorable Financial Covenant”) in any Material Credit Facility that is similar to any Financial Covenant now or hereafter included herein, or if a Financial Covenant is added to such Material Credit Facility (any such amended, modified or added Financial Covenant, a “Modified Covenant”), this Agreementthen the Company shall provide a Most Favored Lender Notice to each holder of the Notes, and such Financial Covenant herein shall be deemed to be amended, modified or added automatically without any further action on the part of the Company or any holder; provided that if such Modified Covenant is less restrictive on the holders of Company, then the Notesamendment, modification or addition to this Agreement shall be deemed to automatically amended to include each such More Favorable Covenant. The Company shall provide written notice take effect fifteen (15) days after all holders’ receipt of such More Favorable Covenant and its automatic inclusion into Most Favored Lender Notice, unless the Required Holders notify the Company of their objection to such amendment, modification or addition within such fifteen (15) day period, in which case such amendment, modification or addition to this Agreement promptly, and in any event within 10 Business Days of such inclusion (or pursuant to Section 4.17 in the case of any More Favorable Covenants at the First Closing), 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 the Primary Credit Facility is subsequently amended, modified or otherwise no longer in will not take 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 further 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 Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, on the whole, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility as of the effective date of this Agreement), the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding notwithstanding the foregoing, no such amendment, modification or addition shall increase the covenants or defaults (and related definitions as used therein) ratio contained in this Agreement as Section 10.7 in effect on excess of 0.65 to 1.00 (whether by amending the date of this Agreement (and as amended other than by operation of this Section 9.16ratio, the related definitions or provisions governing accounting terms) shall not be loosened or relaxed by operation without the consent of the terms of this Section 9.16; provided that the Capitalization Rate, or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16Required Holders.

Most Favored Lender. In If the event Borrower shall at any time on or after the Primary Credit Facility contains one First Amendment Effective Date enter into any modification, amendment or more Material Covenants that are either not set forth restatement of any Note Purchase Agreement in this Agreement any manner which (a) has added or more beneficial to subsequently adds additional financial or negative covenants or events of default for the lenders under the Primary Credit Facility than the Material Covenants set forth in this Agreement (including any necessary definitions, a “More Favorable Covenant”), this Agreement, without any further action on the part benefit of the Company or the holders of the Notesnotes issued pursuant to such Note Purchase Agreement or (b) has made or subsequently makes the financial or negative covenants and/or events of default set forth therein more restrictive on the Borrower or any Subsidiary than the covenants and/or events of default contained in this Agreement, then such more restrictive financial or negative covenants, events of default and any related definitions (the “Additional Provisions”) shall automatically be deemed to be incorporated into this Agreement by reference and this Agreement shall be deemed to automatically be amended to include each such More Favorable Covenant. The Company shall provide written notice Additional Provisions from the time any such modification, amendment or restatement of such More Favorable Covenant and its automatic inclusion Note Purchase Agreement becomes binding upon the Borrower. Promptly but in no event more than five (5) Business Days following the execution of any agreement providing for Additional Provisions, the Borrower shall furnish the Agent with a copy of such agreement. Upon written request of the Required Lenders, the Borrower will enter into an amendment to this Agreement promptly, and in any event within 10 Business Days of such inclusion (or pursuant to Section 4.17 in the case of any More Favorable Covenants at the First Closing), 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 the 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 which 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 will be given formally amended to incorporate the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, Additional Provisions on the whole, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility as of the effective date of this Agreement), 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 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 9.16) shall not be loosened or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16set forth herein.

Most Favored Lender. In If at any time either (a) any of the event terms (including, without limitation, defaults and events of default), conditions and/or covenants applicable to the Primary Credit Agreement, the 2015 Note Purchase Agreement or the 2022 NYL Shelf Agreement are amended, or (b) any Material Credit Facility entered into after the date hereof contains one any terms (including, without limitation, defaults and events of default), conditions and/or covenants, in each case such that the lenders or more Material Covenants that are either not set forth in this note holders under the Credit Agreement, the 2015 Note Purchase Agreement, the 2022 NYL Shelf Agreement or more beneficial to the lenders under the Primary any such Material Credit Facility than the Material Covenants set forth in this Agreement Facility, benefit from terms (including any necessary definitionseach such term, a “More Favorable CovenantMost Favored Provision”)) that are more favorable to such holders or lenders than those provided for hereunder, then each such Most Favored Provision shall be deemed to be automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein and, notwithstanding anything to the contrary herein, without any further action on the part of the Company or the holders any of the NotesCompany, shall any Subsidiary or any other Person being required. Any Most Favored Provision so incorporated herein may not thereafter be deemed to automatically amended to include each such More Favorable Covenantmodified or waived without the written consent of the Required Holders. The In addition, the Company shall provide prompt written notice of such More Favorable Covenant and its automatic inclusion into this Agreement promptlythe existence of any Most Favored Provision to each holder of a Note, and in any event within 10 Business Days of the Company agrees promptly to enter into such inclusion (or pursuant documentation as the Required Holders may request to Section 4.17 in evidence the case of any More Favorable Covenants at the First Closing), 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 the 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 amendments provided for 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 Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, on the whole, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility as of the effective date of this Agreement), the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the NotesSection. Notwithstanding the foregoing, the covenants or defaults (and 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 9.16) shall not be loosened or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16.38

Most Favored Lender. In If the event Company shall at any time on or after March 31, 2020 enter into any modification, amendment or restatement of any of the Primary Bank Credit Facility contains one or more Material Covenants that are either not set forth in this Agreement, the MetLife Note Agreement or more beneficial to the NYL Note Agreements in any manner which (a) has added or subsequently adds additional financial or negative covenants and/or events of default for the benefit of the lenders under any of such other financing agreements or (b) has made or subsequently makes the Primary Credit Facility financial or negative covenants and/or events of default set forth therein more restrictive on the Company or any Subsidiary than the Material Covenants set forth covenants and/or events of default contained in this Agreement (including any necessary definitions, a “More Favorable Covenant”), this Agreement, without then such additional or more restrictive financial or negative covenants, events of default and any further action on related definitions (the part “Additional Provisions”) shall automatically be deemed to be incorporated into this Agreement by reference and this Agreement shall be deemed to be amended to include such Additional Provisions from the time any such modification, amendment or restatement of such applicable other financing agreement becomes binding upon the Company. Promptly but in no event more than five (5) Business Days following the execution of any agreement providing for Additional Provisions, the Company or shall furnish the holders of the NotesNotes with a copy of such agreement. Upon written request of the Required Holders, shall the Company will enter into an amendment to this Agreement pursuant to which this Agreement will be deemed to automatically formally 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 within 10 Business Days of such inclusion (or pursuant to Section 4.17 in incorporate the case of any More Favorable Covenants at the First Closing), 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 the 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 the lenders under such Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, Additional Provisions on the whole, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility as of the effective date of this Agreement), 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 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 9.16) shall not be loosened or relaxed by operation of the terms of this Section 9.16; provided that the Capitalization Rate, or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16thereof.”

Most Favored Lender. In (a) If at any time after the event the Primary Credit Facility contains one or more Material Covenants that are either not set forth in date of this Agreement the Company amends or more beneficial to modifies any financial covenant or any event of default in the lenders under nature of a financial covenant (or the Primary Credit Facility than the Material Covenants set forth in this Agreement related definitions or provisions governing accounting terms) (including any necessary definitionseach, a “More Favorable Financial Covenant”) in any Material Credit Facility that is similar to any Financial Covenant now or hereafter included herein, or if a Financial Covenant is added to such Material Credit Facility (any such amended, modified or added Financial Covenant, a “Modified Covenant”), this Agreementthen the Company shall provide a Most Favored Lender Notice to each holder (or if prior to Closing, to the Purchasers) of the Notes, and such Financial Covenant herein shall be deemed to be amended, modified or added automatically without any further action on the part of the Company or any holder; provided that if such Modified Covenant is less restrictive on the holders of Company, then the Notesamendment, modification or addition to this Agreement shall be deemed to automatically amended to include each such More Favorable Covenant. The Company shall provide written notice take effect fifteen (15) days after receipt of such More Favorable Covenant and its automatic inclusion into Most Favored Lender Notice, unless the Required Holders notify the Company of their objection to such amendment, modification or addition within such fifteen (15) day period, in which case such amendment, modification or addition to this Agreement promptly, and in any event within 10 Business Days of such inclusion (or pursuant to Section 4.17 in the case of any More Favorable Covenants at the First Closing), 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 the Primary Credit Facility is subsequently amended, modified or otherwise no longer in will not take 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 further 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 Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, on the whole, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility as of the effective date of this Agreement), the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding notwithstanding the foregoing, no such amendment, modification or addition shall increase the covenants or defaults (and related definitions as used therein) ratio contained in this Agreement as Section 10.7 in effect on excess of 0.65 to 1.00 (whether by amending the date of this Agreement (and as amended other than by operation of this Section 9.16ratio, the related definitions or provisions governing accounting terms) shall not be loosened or relaxed by operation without the consent of the terms of this Section 9.16; provided that the Capitalization Rate, or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16Required Holders.

Most Favored Lender. In (a) If at any time after the event the Primary Credit Facility contains one or more Material Covenants that are either not set forth in date of this Agreement the Company amends or more beneficial to modifies any financial covenant or any event of default in the lenders under nature of a financial covenant (or the Primary Credit Facility than the Material Covenants set forth in this Agreement related definitions or provisions governing accounting terms) (including any necessary definitionseach, a “More Favorable Financial Covenant”) in any Material Credit Facility that is similar to any Financial Covenant now or hereafter included herein, or if a Financial Covenant is added to such Material Credit Facility (any such amended, modified or added Financial Covenant, a “Modified Covenant”), this Agreementthen the Company shall provide a Most Favored Lender Notice to each holder (or if prior to Public Service Company of New Mexico Note Purchase Agreement Closing, to the Purchasers) of the Notes, and such Financial Covenant herein shall be deemed to be amended, modified or added automatically without any further action on the part of the Company or any holder; provided that if such Modified Covenant is less restrictive on the holders of Company, then the Notesamendment, modification or addition to this Agreement shall be deemed to automatically amended to include each such More Favorable Covenant. The Company shall provide written notice take effect fifteen (15) days after receipt of such More Favorable Covenant and its automatic inclusion into Most Favored Lender Notice, unless the Required Holders notify the Company of their objection to such amendment, modification or addition within such fifteen (15) day period, in which case such amendment, modification or addition to this Agreement promptly, and in any event within 10 Business Days of such inclusion (or pursuant to Section 4.17 in the case of any More Favorable Covenants at the First Closing), 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 the Primary Credit Facility is subsequently amended, modified or otherwise no longer in will not take 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 further 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 Primary Credit Facility for an amendment, waiver or deletion thereto while the Company is in a distressed financial situation (and, for the avoidance of doubt, not in connection with an amendment, amendment and restatement, replacement modification, waiver or other amendment that contains terms, on the whole, that are equal to or more favorable to the Company than the terms contained in the Primary Credit Facility as of the effective date of this Agreement), the equivalent of such fee or other consideration shall be given, pro rata, to the holders of the Notes. Notwithstanding notwithstanding the foregoing, no such amendment, modification or addition shall increase the covenants or defaults (and related definitions as used therein) ratio contained in this Agreement as Section 10.7 in effect on excess of 0.65 to 1.00 (whether by amending the date of this Agreement (and as amended other than by operation of this Section 9.16ratio, the related definitions or provisions governing accounting terms) shall not be loosened or relaxed by operation without the consent of the terms of this Section 9.16; provided that the Capitalization Rate, or any other defined term with a substantially similar meaning as described in the Primary Credit Facility, shall not be subject to this Section 9.16Required Holders.