Common use of Most Favored Lender Clause in Contracts

Most Favored Lender. (a) If the Company or any Subsidiary (a) amends, restates or otherwise modifies any Material Financing or (b) otherwise enters into, assumes or otherwise becomes bound or obligated under any Material Financing, in each case which tightens existing covenants or defaults or includes one or more Additional Covenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company, any Subsidiary or the Agent or any Bank, be deemed to be amended automatically and immediately to include each such tightened covenant, tightened default, Additional Covenant and Additional Default contained in such agreement (subject to clause (b) below), and the Company shall provide written notice of such event to the Agent and the Banks providing a fully executed copy of the Material Financing containing such tightened covenant, tightened default, Additional Covenant and Additional Default within ten (10) Business Days of becoming bound or obligated thereby. Upon written request of the Company or the Agent, the Company and the Agent (on behalf of the Required Banks) shall promptly execute and deliver at the Company’s expense (including the fees and expenses of counsel for the Agent) an amendment to this Agreement in form and substance reasonably satisfactory to the Agent evidencing the amendment of this Agreement to include such tightened covenants, tightened defaults, Additional Covenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 8.12(a), but shall merely be for the convenience of the parties hereto.

Most Favored Lender. If at any time (aa)(i) If the 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 (ay) amendsthe incurrence of Designated Debt by any Foreign Subsidiary, restates in either case that is not contained in this Agreement, or otherwise modifies any Material Financing 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) otherwise enters into, assumes the Company issues an additional series of Senior Notes pursuant to any Supplement (as defined in the applicable Note Purchase Agreement) or otherwise becomes bound or obligated under amends any Material Financingexisting 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), the Company 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 which tightens may be (each a “Subject Agreement”); provided that any such additional covenant shall not impair, diminish or otherwise adversely modify any existing covenants contained herein. Effective on the date of execution of a Subject Agreement, such covenant (or defaults or includes one or more Additional Covenants or Additional Defaultscovenants) and related definitions that are contained in such Subject Agreement (collectively, the terms “Incorporated Covenants”) shall be deemed to have been incorporated herein and any event of this Agreement shall, without default in respect of any further action on the part of the Company, any Subsidiary or the Agent or any Bank, such Incorporated Covenant shall be deemed to be amended automatically and immediately to include each such tightened covenantan Event of Default hereunder, tightened default, Additional Covenant and Additional Default contained in such agreement (subject to clause (b) below)all applicable terms and provisions of this Agreement, and including the Company shall provide written notice of such event to the Agent and the Banks providing a fully executed copy right of the Material Financing containing such tightened covenant, tightened default, Additional Covenant and Additional Default within ten Required Lenders to waive or not waive any breach thereof (10) Business Days independent of becoming bound or obligated thereby. Upon written request any right of any other creditor of the Company in respect of any such Incorporated Covenants). Without limiting the foregoing, any amendment, elimination or termination of any Incorporated Covenant in accordance with the Agent, the Company and the Agent (on behalf terms of the Required Banksapplicable Subject Agreement (including as a result of the termination of such Subject Agreement) shall promptly execute and deliver at constitute an immediate amendment, elimination or termination, as the Company’s expense (including the fees and expenses of counsel for the Agent) an amendment to this Agreement in form and substance reasonably satisfactory to the Agent evidencing the amendment of this Agreement to include such tightened covenantscase may be, tightened defaults, Additional Covenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 8.12(a), but shall merely be for the convenience of the parties heretoIncorporated Covenant hereunder.

Most Favored Lender. If, at any time after the Effective Date, the Bank Facility or any other agreement related to the Bank Facility is amended, supplemented, revised or modified in any way to include: (a) If any one or more new covenants or events of default that are not provided for in the Company or any Subsidiary (a) amendsFinancing Agreements taking into account the different relevant circumstance between the Bank Facility and the Financing Agreements, restates or otherwise modifies any Material Financing or (b) otherwise enters into, assumes or otherwise becomes bound or obligated under any Material Financing, in each case which tightens existing covenants or defaults or includes one or more Additional Covenants new covenants or Additional Defaultsevents of default that are more restrictive, taken as a whole, than the terms same or similar covenants or events of default provided in this Agreement shall, without any further action on the part of the Company, any Subsidiary or the Agent or any Bankother Financing Agreements taking into account the different relevant circumstances between the Bank Facility and the Financing Agreements, be deemed to be amended automatically and immediately to include each such tightened covenant, tightened default, Additional Covenant and Additional Default contained in such agreement then: (subject to clause (bi) below)the Obsidian Parties shall promptly, and the Company shall provide written notice of such in any event to the Agent and the Banks providing a fully executed copy of the Material Financing containing such tightened covenant, tightened default, Additional Covenant and Additional Default within ten (10) Business Days days after entering into any such additional or more restrictive covenants or events of becoming bound default so advise the holders of Notes in writing and (ii) such additional or obligated therebymore restrictive covenants or events of default shall be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis. Upon written Thereafter, upon the request of the Company or the AgentRequired Holders, the Company Required Holders and the Agent (on behalf of the Required Banks) Company shall promptly execute and deliver at the Company’s expense (including the fees and expenses of counsel for the Agent) enter into an amendment to this Agreement in form and substance reasonably satisfactory to the Agent evidencing the amendment incorporation of this Agreement such additional or more restrictive covenants or events of default, it being agreed that any failure to include make such tightened covenants, tightened defaults, Additional Covenants and Additional Defaults, provided that the execution and delivery of request or to enter into any such 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 a precondition subject to the effectiveness requirements of the first paragraph of this Section 9.21. If, prior to a Consensual Transaction, there is any increase in the margin applicable to any one or more loans outstanding under the Bank Facility above the margin in effect on the Effective Date or any fee or other compensation is paid or payable to the 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 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 increase in the margin shall exist, and (b) in the case of any fee or other compensation, the equivalent of such amendment as provided for fee or other compensation shall be 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 Lenders; provided, however, that fees payable to the Lenders under the Seventh Amending Agreement to the Bank Facility shall not be subject to the requirements of this Section 8.12(a), but shall merely be for the convenience of the parties hereto9.21.

Most Favored Lender. (a) If If, on any date, Whitestone REIT, the Company or any Subsidiary (a) amends, restates or otherwise modifies any Material Financing or (b) otherwise its Subsidiaries enters into, assumes or otherwise becomes bound or obligated under any Material Financing, in each case which tightens existing covenants or defaults or includes Credit Facility that contains one or more Additional Financial Covenants or Additional Defaults (including, for the avoidance of doubt, as a result any amendment to any Material Credit Facility, whether or not in effect on the date hereof, causing it to contain one or more Additional Financial Covenants or Additional Defaults), then, concurrently therewith, (i) the Company will notify the holders of the Notes thereof by delivery of an Officer’s Certificate of the Company to each holder of Notes specifying the nature of such Additional Financial Covenant(s) and/or Additional Default(s) and attaching a true, correct and complete copy of the amendment, amended and restated agreement or other modification, and (ii) whether or not the Company provides such notice, the terms of this Agreement shall, without any further action on the part of Whitestone REIT, the Company, any Subsidiary or the Agent Company or any Bankholder of the Notes, be deemed to be amended automatically and immediately to include each such tightened covenant, tightened default, Additional Financial Covenant and each Additional Default contained in such agreement (subject to clause (b) below)this Agreement. If requested by the Required Holders in writing, Whitestone REIT and the Company shall provide written notice of such event further covenant to the Agent and the Banks providing a fully executed copy of the Material Financing containing such tightened covenant, tightened default, Additional Covenant and Additional Default within ten (10) Business Days of becoming bound or obligated thereby. Upon written request of the Company or the Agent, the Company and the Agent (on behalf of the Required Banks) shall promptly execute and deliver at the Company’s their expense (including including, without limitation, the fees and expenses of counsel for the Agentholders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Agent Required Holders evidencing the amendment of this Agreement to include such tightened covenants, tightened defaults, Additional Financial Covenants and Additional DefaultsDefaults in this Agreement, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 8.12(aclause (a), but shall merely be for the convenience of the parties hereto.

Most Favored Lender. (a) If the Company or any Subsidiary (a) amends, restates or otherwise modifies any Material Financing or (b) otherwise enters into, assumes or otherwise becomes bound or obligated under any Material Financing, in each case which tightens existing covenants or defaults or includes one or more Additional Covenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company, any Subsidiary or the Agent or any Bank, be deemed to be amended automatically and immediately to include each such tightened covenant, tightened default, Additional Covenant and Additional Default contained in such agreement (subject to clause (b) below), and the Company shall provide written notice of such event to the Agent and the Banks providing a fully executed copy of the Material Financing containing such tightened covenant, tightened default, Additional Covenant and Additional Default within ten (10) Business Days of becoming bound or obligated thereby. Upon written request of the Company or the Agent, the Company and the Agent (on behalf of the Required Banks) shall promptly execute and deliver at the Company’s expense (including the fees and expenses of counsel for the Agent) an amendment to this Agreement in form and substance reasonably satisfactory to the Agent evidencing the amendment of this Agreement to include such tightened covenants, tightened defaults, Additional Covenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 8.12(a), but shall merely be for the convenience of the parties hereto.. (b) If after the time this Agreement is amended pursuant to Section 8.12(a) to include in this Agreement any tightened covenant, tightened default, Additional Covenant or Additional Default in any Material Financing and such tightened covenant, tightened default, Additional Covenant or Additional Default ceases to be in effect under such Material Financing or is amended by the requisite lenders under such Material Financing

Most Favored Lender. The Company will not and will not permit any Subsidiary to agree to any amendment, waiver, consent, modification, refunding, refinancing or replacement of any Restricted Agreement, with terms the effect of which is to (ai) If include a Covenant which imposes a restriction, limitation or obligation in favor of another lender not imposed in favor of the Banks by this Agreement, (ii) revise or 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 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, unless the Company or any such Subsidiary concurrently (ax) amendsnotifies the Banks and the Agent thereof and (y) incorporates herein such additional, restates altered or otherwise modifies any Material Financing revised Covenant, provides such collateral, guaranty or (b) otherwise enters intoother credit support ratably to the Banks, assumes or otherwise becomes bound increases interest rates or obligated fees correspondingly under any Material Financingthis Agreement, in each as the case which tightens existing covenants or defaults or includes one or more Additional Covenants or Additional Defaultsmay be. If the Agent at the time so elects by notice to the Company and the Banks, the terms incorporation of this Agreement shalleach 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 Company, any Subsidiary or parties to this Agreement. If the Agent does not elect to effect such an automatic incorporation or any Bankprovision of collateral, be deemed guaranty or other credit support or pricing increase, the Agent shall promptly tender to be amended automatically and immediately to include each such tightened covenant, tightened default, Additional Covenant and Additional Default contained in such agreement (subject to clause (b) below), and the Company shall provide written notice of such event to the Agent and the Banks providing a fully for execution by it an amendment (executed copy of the Material Financing containing such tightened covenant, tightened default, Additional Covenant and Additional Default within ten (10) Business Days of becoming bound or obligated thereby. Upon written request of the Company or the Agent, the Company and the Agent (on behalf of the Required Banks) shall promptly execute and deliver at the Company’s expense (including the fees and expenses of counsel for by the Agent) an amendment to this Agreement in form incorporating such additional or revised Covenant or provision of collateral, guaranty or other credit support or pricing increase and substance reasonably satisfactory to the Agent evidencing the amendment of this Agreement to include such tightened covenants, tightened defaults, Additional Covenants and Additional Defaults, provided that the execution and delivery shall promptly deliver a copy of such amendment shall not be a precondition to the effectiveness Banks. For purposes of such amendment as provided for in this Section 8.12(a)5.20, but shall merely be for the convenience "COVENANT" means any covenant (whether expressed as a covenant, event of default or other agreement) contained therein, and "RESTRICTED AGREEMENT" means any of the parties heretoCredit Agreements other than this Agreement.

Most Favored Lender. If at any time the Revolving Credit Agreement or the other Loan Documents (as defined in the Revolving Credit Agreement) include (i) covenants or events of default in favor of a Lender (as defined in the Revolving Credit Agreement) that are not provided for in this Agreement or the other Loan Documents, or (ii) covenants or events of default in favor of a Lender (as defined in the Revolving Credit Agreement) that are more restrictive than the same or similar covenants or events of default provided in this Agreement or the other Loan Documents, in each case, other than any such covenants or events of default that specifically apply or refer to WRECO (or any other subsidiary borrower from time to time party to the Revolving Credit Agreement) and/or its subsidiaries or restricted subsidiaries (the “Most Favored Covenants”), then (a) If such additional or more restrictive covenants or events of default shall immediately and automatically be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, and no such provision may thereafter be waived, amended or modified under this Agreement except pursuant to the Company or any Subsidiary (a) amendsprovisions of Section 9.08, restates or otherwise modifies any Material Financing or and (b) otherwise enters into, assumes or otherwise becomes bound or obligated under any Material Financing, in each case which tightens existing covenants or defaults or includes one or more Additional Covenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company, any Subsidiary or the Agent or any Bank, be deemed to be amended automatically and immediately to include each such tightened covenant, tightened default, Additional Covenant and Additional Default contained in such agreement (subject to clause (b) below)Borrower shall promptly, and in any event within five (5) days after entering into any such Most Favored Covenant, so advise the Company shall provide written notice of such event to Administrative Agent in writing. Thereafter, upon the Agent and the Banks providing a fully executed copy of the Material Financing containing such tightened covenant, tightened default, Additional Covenant and Additional Default within ten (10) Business Days of becoming bound or obligated thereby. Upon written request of the Company or the AgentRequired Lenders, the Company and the Agent (on behalf of the Required Banks) Borrower shall promptly execute and deliver at the Company’s expense (including the fees and expenses of counsel for the Agent) enter into an amendment to this Agreement in form with the Administrative Agent and substance reasonably satisfactory to the Agent Required Lenders evidencing the amendment incorporation of this Agreement such incremental or more restrictive covenant or event of default, it being agreed that any failure to include make such tightened covenants, tightened defaults, Additional Covenants and Additional Defaults, provided that the execution and delivery of request or to enter into any such amendment shall not be a precondition to in no way qualify or limit the effectiveness of such amendment as provided for incorporation by reference described in this Section 8.12(a), but shall merely be for the convenience clause (a) of the parties heretoimmediately preceding sentence.

Most Favored Lender. (a) If the The Company or any Subsidiary (a) amendswill not enter into, restates assume or otherwise modifies any Material Financing or (b) otherwise enters into, assumes or otherwise becomes become bound or obligated under any Material Financing, in each case which tightens existing covenants agreement creating or defaults or includes evidencing Indebtedness containing one or more Additional Covenants or Additional DefaultsDefaults unless the Required Holders shall have given prior written consent to such agreement (the Required Holders hereby being deemed to have consented to the 2009 Note Agreement and the RBC Agreement as in effect on the Closing Date); provided, however, in the event the Company shall enter into, assume or otherwise become bound by or obligated under any such agreement without the prior written consent of the Required Holders, the terms of this Agreement shall, without any further action on the part party of the Company, any Subsidiary or the Agent Company or any Bankof the Holders of the Notes, be deemed to be amended automatically and immediately to include each such tightened covenant, tightened default, Additional Covenant and each Additional Default contained in such agreement (subject agreement. The Company further covenants to clause (b) below), and the Company shall provide written notice of such event to the Agent and the Banks providing a fully executed copy of the Material Financing containing such tightened covenant, tightened default, Additional Covenant and Additional Default within ten (10) Business Days of becoming bound or obligated thereby. Upon written request of the Company or the Agent, the Company and the Agent (on behalf of the Required Banks) shall promptly execute and deliver at the Company’s its expense (including the fees and expenses of counsel for the AgentHolders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Agent Required Holders evidencing the amendment of this Agreement to include such tightened covenants, tightened defaults, Additional Covenants and Additional Defaults, provided but that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 8.12(a)10.19, but shall merely be for the convenience of the parties hereto; provided that if the Company promptly executes and delivers at its expense such amendment of this Agreement to include such Additional Covenants and Additional Defaults, the Company shall not be in breach or default of the covenant in this Section 10.19.

Most Favored Lender. (ai) If the Company or any Subsidiary (a) amends, restates or otherwise modifies any Material Financing Primary Credit Facility or (b) otherwise enters into, assumes or otherwise becomes bound or obligated under any Material FinancingPrimary Credit Facility, in each case which tightens existing covenants or defaults or includes one or more Additional Covenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company, any Subsidiary or the Agent Subsidiary, New York Life or any Bankof the holders of the Notes, be deemed to be amended automatically and immediately to include each such tightened covenant, tightened default, Additional Covenant and each Additional Default contained in such agreement (subject to clause (bii) below), ) and the Company shall provide written notice of such event to the Agent New York Life and the Banks holders of the Notes providing a fully executed copy of the Material Financing Primary Credit Facility containing such tightened covenant, tightened default, Additional Covenant and Additional Default within ten (10) Business Days of promptly upon becoming bound or obligated thereby. Upon written request of the Company or the AgentRequired Holders, the Company Company, New York Life and the Agent (on behalf holders of the Required Banks) Notes shall promptly execute and deliver at the Company’s expense (including the fees and expenses of counsel for New York Life and the Agentholders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Agent Company, New York Life and the Required Holders evidencing the amendment of this Agreement to include such tightened covenants, tightened defaults, Additional Covenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 8.12(a)paragraph 6L, but shall merely be for the convenience of the parties hereto.

Most Favored Lender. (a) If the Company or any Subsidiary (a) amends, restates or otherwise modifies any Material Financing or (b) otherwise enters into, assumes or otherwise becomes bound or obligated under any Material Financing, in each case which tightens existing covenants or defaults or includes one or more Additional Covenants or Additional Defaults, the terms of this Agreement shall, without any further action on the part of the Company, any Subsidiary or the Agent or any Bank, be deemed to be amended automatically and immediately to include each such tightened covenant, tightened default, Additional Covenant and Additional Default contained in such agreement (subject to clause (b) below), and the Company shall provide written notice of such event to the Agent and the Banks providing a fully executed copy of the Material Financing containing such tightened covenant, tightened default, Additional Covenant and Additional Default within ten (10) Business Days of becoming bound or obligated thereby. Upon written request of the Company or the Agent, the Company and the Agent (on behalf of the Required Banks) shall promptly execute and deliver at the Company’s expense (including the fees and expenses of counsel for the Agent) an amendment to this Agreement in form and substance reasonably satisfactory to the Agent evidencing the amendment of this Agreement to include such tightened covenants, tightened defaults, Additional Covenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 8.12(a), but shall merely be for the convenience of the parties hereto.. (b) If after the time this Agreement is amended pursuant to Section 8.12(a) to include in this Agreement any tightened covenant, tightened default, Additional Covenant or Additional Default in any Material Financing and such tightened covenant, tightened default, Additional Covenant or Additional Default ceases to be in effect under such Material Financing or is amended by the requisite lenders under such Material Financing so as to be less restrictive with respect to the Company and its Subsidiaries, then, upon written request of the Company, the Agent, on behalf of the Required Banks, will release

Most Favored Lender. (a) If the The Company or any Subsidiary (a) amendswill not enter into, restates assume or otherwise modifies any Material Financing or (b) otherwise enters into, assumes or otherwise becomes become bound or obligated under any Material Financing, in each case which tightens existing covenants agreement creating or defaults or includes evidencing Indebtedness containing one or more Additional Covenants or Additional DefaultsDefaults unless the Required Holders shall have given prior written consent to such agreement (the Required Holders hereby being deemed to have consented to the 2010 Note Agreement and the RBC Agreement as in effect on July 13, 2010); provided, however, in the event the Company shall enter into, assume or otherwise become bound by or obligated under any such agreement without the prior written consent of the Required Holders, the terms of this Agreement shall, without any further action on the part party of the Company, any Subsidiary or the Agent Company or any Bankof the Holders of the Notes, be deemed to be amended automatically and immediately to include each such tightened covenant, tightened default, Additional Covenant and each Additional Default contained in such agreement (subject agreement. The Company further covenants to clause (b) below), and the Company shall provide written notice of such event to the Agent and the Banks providing a fully executed copy of the Material Financing containing such tightened covenant, tightened default, Additional Covenant and Additional Default within ten (10) Business Days of becoming bound or obligated thereby. Upon written request of the Company or the Agent, the Company and the Agent (on behalf of the Required Banks) shall promptly execute and deliver at the Company’s its expense (including the fees and expenses of counsel for the AgentHolders of the Notes) an amendment to this Agreement in form and substance reasonably satisfactory to the Agent Required Holders evidencing the amendment of this Agreement to include such tightened covenants, tightened defaults, Additional Covenants and Additional Defaults, provided but that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 8.12(a)10.19, but shall merely be for the convenience of the parties hereto; provided that if the Company promptly executes and delivers at its expense such amendment of this Agreement to include such Additional Covenants and Additional Defaults, the Company shall not be in breach or default of the covenant in this Section 10.19.

Most Favored Lender. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, until such time as the Indebtedness under the Revolving Credit Facility (aincluding, without limitation, any refinancing thereof) If is paid in full (other than contingent indemnification obligations as to which no claim is asserted) and the Company or Revolving Credit Facility Documents are terminated (including, without limitation, the funding commitments thereunder), to the extent any Subsidiary (a) amends, restates or otherwise modifies any Material Financing or (b) otherwise enters into, assumes or otherwise becomes bound or obligated under any Material Financing, in each case which tightens existing covenants or defaults or such Revolving Credit Facility Document includes one or more Additional Covenants or Additional Defaults, in each case whether as in effect as of the Effective Date or pursuant to any amendment, restatement, modification or refinancing thereof, the terms of this Agreement shall, without any further action on the part of the CompanyBorrower, any Subsidiary or other Loan Party, the Administrative Agent or any Bankof the Lenders, be deemed to be amended automatically and immediately to include each such tightened covenant, tightened default, Additional Covenant and each Additional Default contained in such agreement (subject to clause (b) below), and agreement. At the Company shall provide written notice of such event to the Agent and the Banks providing a fully executed copy of the Material Financing containing such tightened covenant, tightened default, Additional Covenant and Additional Default within ten (10) Business Days of becoming bound or obligated thereby. Upon written reasonable request of the Company or the Administrative Agent, the Company and the Agent (on behalf of the Required Banks) shall Borrower further covenants to promptly execute and deliver at the Company’s its expense (including the fees and expenses of counsel for the Agent) an amendment to this the Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders evidencing the amendment of this Agreement to include such tightened covenants, tightened defaults, Additional Covenants and Additional Defaults, ; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 8.12(a)Section, but shall merely be for the convenience of the parties hereto.

Most Favored Lender. Borrower covenants that it will not amend, modify or waive (aan “Amendment”) If any term or provision of the Company Existing Syndicated Credit Agreement that is also contained in this Agreement or amend the Existing Syndicated Credit Agreement to add any Subsidiary additional term or provision thereto (aany such modified, waived or added term or provision, an “MFL Provision”) amendsunless, restates prior to the effectiveness of such 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 Agreement at Borrower’s expense (including the 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 otherwise modifies 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 Material Financing MFL Provision or (ii) any MFL Provision in the Existing Syndicated Credit Agreement is amended to a less restrictive level (including eliminated) or (b) otherwise enters intoBorrower 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, assumes as the case may be, and provided that (a) no Default or otherwise becomes bound or obligated under Event of Default then exists, and (b) if any Material Financing, Credit Related Fee has been given to any party to such Existing Syndicated Credit Agreement in each case which tightens existing covenants or defaults or includes one or more Additional Covenants or Additional Defaultsconnection with any Amendment, the terms 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, any Subsidiary or the Agent Borrower or any Bank, be deemed to be amended automatically to amend or to delete such MFL Provisions. For purposes hereof, a “Credit Related Fee” with respect to any Amendment shall mean any fee paid in connection with such Amendment; provided that any amounts paid (1) for the reimbursement of out-of-pocket expenses relating to preparing such amendment, (2) for an extension and immediately related modifications in the ordinary course of the term of the Existing Syndicated Credit Agreement, or (3) to include each such tightened covenant, tightened default, Additional Covenant and Additional Default contained the extent paid to the agent(s) for the lenders under the Existing Syndicated Credit Agreement in such agreement (subject to clause (b) below), and the Company shall provide written notice of agent’s capacity as such event to the Agent and the Banks providing a fully executed copy of the Material Financing containing such tightened covenant, tightened default, Additional Covenant and Additional Default within ten (10) Business Days of becoming bound or obligated thereby. Upon written request of the Company or the Agent, the Company and the Agent (on behalf of the Required Banks) shall promptly execute and deliver at the Company’s expense (including the for out-of-pocket fees and expenses of counsel for the Agentagent(s) an amendment to this Agreement in form and substance reasonably satisfactory to the Agent evidencing the amendment on its behalf or on behalf of this Agreement to include such tightened covenantsother lenders, tightened defaults, Additional Covenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 8.12(a), but shall merely be for the convenience of the parties hereto“Credit Related Fees”.