Common use of Most Favored Lender Clause in Contracts

Most Favored Lender. (a) If a Specified Credit Facility shall include any MFL Financial Covenant or MFL Cure Right Provision and (i) such MFL Financial Covenant is not contained in this Agreement or (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company 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 10.6 (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, such Additional Covenant (including any associated cure or grace period) shall be deemed automatically incorporated by reference into this Agreement, or in the case of 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 10.6 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as 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 reasonably requested by such holder evidencing any of the foregoing.

Most Favored Lender. (a) If a Specified If, at any time after the Second Amendment Effective Date, any Material Credit Facility shall include be entered into or amended so that it includes any MFL Financial Covenant covenant, any event of default (whether set forth as a covenant, undertaking, event of default, restriction, prepayment event or MFL Cure Right Provision and (iother such provision) such MFL Financial Covenant is or prepayment right not contained in this Agreement set forth herein or (ii) such MFL Financial Covenant or MFL Cure Right Provision that would be more beneficial to the holders of the Notes than any analogous restriction, event of default, cure right or provision contained in this Agreement (any such restrictioncovenant, prepayment right or event of default, cure right or provision, an “Additional CovenantProvision”), then the Company 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 10.6 (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, such Additional Covenant Provision (including and any associated cure or grace periodrelated definitions) shall be deemed automatically incorporated by reference into this Agreement, or in the case of 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 10.6 mutatis mutandis (and have the same related definitionsincluding any grace period, if applicable, with respect thereto), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant Provision became effective under such Specified 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, the incorporation of such Additional Provision is waived in writing by the Required Holders. Thereafter, Thereafter 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. As used herein, “Most Favored Lender Notice” means, in respect of any Additional Provision, a written notice to each of the holders of the Notes delivered promptly, and in any event within five (5) Business Days after the inclusion of such Additional 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 provisions of this Section 9.12 and setting forth a description of such Additional Provision (including any defined terms used therein) and related explanatory calculations, as applicable. For the avoidance of doubt, upon the incorporation of an Additional Provision herein, an amendment to the relevant Material Credit Facility making such provision, as set forth therein, less beneficial to the creditors under such Material Credit Facility (or the deletion of such provision from such Material Credit Facility) shall not affect such Additional Provision as incorporated in this Agreement, which may only be amended in accordance with Section 17 hereof. For greater certainty, any covenant, event of default or prepayment right in effect under any Material Credit Facility on or before the Second Amendment Effective Date shall not trigger the requirements under this Section 9.12 (it being understood that any amendment thereto after such date would trigger such requirements).

Most Favored Lender. (a) If a Specified Credit Facility shall include any MFL Financial Covenant or MFL Cure Right Provision and (i) such MFL Financial Covenant is not contained in this Agreement or (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company 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 10.6 10.8 (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, such Additional Covenant (including any associated cure or grace period) shall be deemed automatically incorporated by reference into this Agreement, or in the case of 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 10.6 10.8 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as 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 reasonably requested by such holder evidencing any of the foregoing.

Most Favored Lender. (a) If a Specified Credit Facility shall include any MFL Financial Covenant or MFL Cure Right Provision and (i) such MFL Financial Covenant is not contained in this Agreement or (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision and related defined terms contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company 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 10.6 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 ten (10) Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace periodperiod and related defined terms) shall be deemed automatically incorporated by reference into this Agreement, or in the case of 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 10.6 10.7 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as 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 reasonably requested by such holder evidencing any of the foregoing.

Most Favored Lender. (ai) If a Specified Credit Facility at any time after the Closing Date any of the Note Purchase Agreements shall include any MFL Financial Covenant financial covenant, undertaking, restriction, event of default or MFL Cure Right Provision 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 or transfers of interests in assets of the Company or any Subsidiary (however expressed and (iwhether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such MFL Financial Covenant covenant, undertaking, restriction, event of default or provision is not contained in this Agreement or (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes Lenders than any analogous covenant, undertaking, restriction, event of default, cure right default or provision contained in this Agreement (any such covenant, undertaking, restriction, event of default, cure right default or provision, an “Additional Covenant”), then the Company Borrowers 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 10.6 (and have the same related definitions) would be more beneficial to the holders of NotesAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within ten five (105) Business Days after of receipt of such notice by the holders of the Notesnotice, such Additional Covenant (including any associated cure or grace period) shall be deemed automatically incorporated by reference into this Agreement, or in the case of 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 10.6 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, 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 Facilitythe applicable Note Purchase Agreement. Thereafter, upon the request of any holder of a Notethe Administrative Agent, the Company Borrowers shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder the Administrative Agent evidencing any of the foregoing. Notwithstanding anything contained in this Section 7.1.11 [Most Favored Lender] to the contrary, in no event shall any amendment to the covenant levels set forth in any covenant contained in any of the Note Purchase Agreements as of the Closing Date be deemed to constitute an Additional Covenant for purposes of this Section 7.1.11 [Most Favored Lender].

Most Favored Lender. (a) If a Specified Credit Facility shall include If, at any time from the Second Amendment Effective Date until the MFL Financial Covenant or MFL Cure Right Provision and (i) such MFL Financial Covenant is not contained in this Agreement or (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders Period End, any of Notes than any analogous restriction, event of default, cure right or provision contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company 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 contained in Section 10.6 6.4 of the Amended Credit Agreement, as in effect on the Second Amendment Effective Date (collectively, the “Financial Covenants”) are amended, restated or otherwise modified after the Second Amendment Effective Date, and have such Financial Covenants, as so amended, restated or otherwise modified (the same related definitions“Amended Financial Covenants”) would be more beneficial to the holders of the Notes than the analogous covenants contained in Section 10.4 (as amended, restated or otherwise modified pursuant to this Section 9.12), then a Financial Officer shall promptly (but in any event no later than 10 Business Days from the occurrence of the applicable amendment, restatement or other modification thereof) provide written notice thereof to the holders of Notes, which notice shall refer specifically to this Section 9.12 and shall describe in reasonable detail such Amended Financial Covenants and the relevant ratios and levels contained therein. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the NotesHolders, such Additional Covenant (including any associated cure or grace period) Amended Financial Covenants shall be deemed automatically incorporated by reference into this Agreement, or in the case of 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 10.6 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Amended Financial Covenant became effective under such Specified Amended Credit FacilityAgreement. Thereafter, upon Any such Amended Financial Covenant incorporated into this Agreement pursuant to this Section 9.12 shall automatically without any action required to be taken by the request of Company or any holder of any Note until such time as no Notes are outstanding (i) be subject to any subsequent waiver of the correlative covenant to such Amended Financial Covenant under the applicable Amended Credit Agreement for the same time period as waived thereunder and (ii) be deemed amended, restated or otherwise modified in this Agreement pursuant to Section 17 hereof to the same effect as the correlative covenant to such Amended Financial Covenant shall be amended, restated or otherwise modified under the applicable Amended Credit Agreement (and in any such case under clauses (i) or (ii) above, a NoteFinancial Officer shall promptly (but in any event no later than 10 Business Days from the occurrence thereof) provide written notice thereof to the holders of Notes, the Company which notice shall enter into any additional agreement or amendment refer specifically to this Section 9.12 and shall describe in reasonable detail the relevant waiver, amendment, restatement or modification of such Amended Financial Covenant, it being understood that the failure to deliver any such notice shall not affect any such waiver, amendment, restatement or modification of such Amended Financial Covenant); provided that in no event shall the financial covenants contained in Section 10.4 of this Agreement reasonably requested by be automatically amended, restated or otherwise modified pursuant to this clause (a) if the effect thereof is to make such holder evidencing any financial covenants looser or less restrictive than the financial covenants in Section 10.4 in effect on the Second Amendment Effective Date without the consent of the foregoingRequired Holders.

Most Favored Lender. (a) If a Specified at any time the Bank Credit Facility Agreement or the 2006 Note Purchase Agreement shall include any MFL Financial Covenant financial covenant, undertaking, restriction, event of default or MFL Cure Right Provision 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 or transfers of interests in assets of the Company or any Subsidiary (however expressed and (iwhether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such MFL Financial Covenant covenant, undertaking, restriction, event of default or provision is not contained in this Agreement or (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous covenant, undertaking, restriction, event of default, cure right default or provision contained in this Agreement (any such covenant, undertaking, restriction, event of default, cure right default or provision, an “Additional Covenant”), then the Company 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 10.6 (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 five (105) Business Days after of receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace period) shall be deemed automatically incorporated by reference into this Agreement, or in the case of 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 10.6 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, 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 the Bank Credit FacilityAgreement or 2006 Note Purchase Agreement, as applicable. Thereafter, 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 9.9(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 or the 2006 Note Purchase Agreement as of the Restatement Effective Date be deemed to constitute an Additional Covenant for purposes of this Section 9.9(a). A/75932249.10

Most Favored Lender. (a) If at any time after the date hereof the Credit Agreement is amended or otherwise modified, or any agreement related to the Credit Agreement is entered into or is amended or otherwise modified, and as a Specified Credit Facility shall include result of any MFL of the foregoing any Financial Covenant for the Bank Facility is modified (whether in a manner to be more beneficial or MFL Cure Right Provision and (iless beneficial to the lenders under the Credit Agreement) such MFL or eliminated, or any Financial Covenant is not contained added for the Bank Facility (in this Agreement or (ii) each such MFL case, a “Modified Bank Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then (i) the Company 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 10.6 (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, such Additional corresponding Financial Covenant (including any associated cure or grace period) shall be deemed automatically incorporated by reference into this Agreement, or in the case of 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 10.6 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreementmodified in such manner or eliminated, as the case may be, or such additional Financial Covenant for the Bank Facility shall be deemed automatically incorporated by reference, in each case mutatis mutandis, as if such modified or additional Financial Covenant were set forth fully herein or such eliminated Financial Covenant were deleted herefrom, as applicable, and (ii) the Company shall promptly, and in any event within five (5) Business Days after entering into any such Modified Bank Financial Covenant, so removed, without any further action required on advise the part holders of any Person, effective as of the date when such Additional Covenant became effective under such Specified Credit FacilityNotes in writing. Thereafter, upon the request of any holder of a Notethe Required Holders, the Company shall enter into any additional agreement or an amendment to this Agreement reasonably requested by with the Required Holders evidencing the incorporation of such holder evidencing Modified Bank Financial Covenant, it being agreed that any failure to make such request or to enter into any such amendment shall in no way qualify or limit the effectiveness of the foregoingdeemed modification or elimination, as the case may be, of the applicable Financial Covenant in this Agreement, or the incorporation by reference into this Agreement of the applicable additional Financial Covenant, in each case as described in clause (i) of the immediately preceding sentence. Notwithstanding anything to the contrary in the immediately preceding paragraph of this Section 9.10: (a) no such modification of a Financial Covenant hereunder that would be less beneficial to the holders of the Notes, and no such elimination hereunder of a Financial Covenant, shall be effective if a Default or Event of Default has occurred and is continuing immediately prior to the time such Modified Bank Financial Covenant becomes effective; (b) no modification or series of modifications effected pursuant to the provisions of this Section 9.10 shall be effective to (w) increase the maximum permitted ratio of Total Indebtedness to Total Asset Value as set forth in Section 10.9(a) of this Agreement to a level greater than 0.60 to 1.00 (assuming such covenant were calculated on a basis consistent with the manner in which it is calculated on the date hereof pursuant to this Agreement) or eliminate such covenant set forth in Section 10.9(a) from this Agreement, (x) increase the maximum permitted ratio of Secured Debt to Total Asset Value as set forth in Section 10.9(b) of this Agreement to a level greater than 0.40 to 1.00 (assuming such covenant were calculated on a basis consistent with the manner in which it is calculated on the date hereof pursuant to this Agreement) or eliminate such covenant set forth in Section 10.9(b) from this Agreement, (y) (i) increase the maximum permitted ratio of Unsecured Debt of the Company and its Subsidiaries to Unencumbered Asset Pool Value as set forth in Section 10.9(c) of this Agreement to a level greater than 0.6667 to 1.00 (assuming such covenant were calculated on a basis consistent with the manner in which it is calculated on the date hereof pursuant to this Agreement), or (ii) modify the definition of “Capitalization Rate” such that the capitalization rate for ALFs would be lower than 7.00%, the capitalization rate for continuum of care facilities would be lower than 7.50% or any capitalization rate set forth in such definition on the date hereof as 10% would be lower than 8.50%, or (iii) eliminate such covenant set forth in Section 10.9(c) from this Agreement unless (1) such covenant is replaced with a covenant prohibiting the ratio of Total Asset Value (but computed solely for unencumbered assets of the Company and its Subsidiaries) to Unsecured Debt, or a formulation for such replacement covenant which is substantially similar thereto, from being less than 1.50 to 1.00 as of the last day of each Fiscal Quarter of the Company, (2) a customary priority debt covenant satisfactory to the Required Holders is added to Section 10.9 and (3) Section 10.1 is modified in a manner consistent with such newly added priority debt covenant and reasonably satisfactory to the Required Holders, provided that if such covenant set forth in Section 10.9(c) is eliminated as provided in this clause (y)(iii), then the immediately preceding clauses (y)(i) and (y)(ii) will not be applicable or (z) decrease the minimum required ratio of EBITDA for any Rolling Period to Fixed Charges for such Rolling Period as set forth in Section 10.9(d) of this Agreement to a level less than 1.50 to 1.00 (assuming such covenant were calculated on a basis consistent with the manner in which it is calculated on the date hereof pursuant to this Agreement) or eliminate such covenant set forth in Section 10.9(d) from this Agreement; and (c) in the event the Bank Facility is terminated, all Financial Covenants hereunder shall be unaffected and shall remain in effect in the same manner as they existed immediately prior to such termination.

Most Favored Lender. (a) If at any time after the date of the Closing the Company is party to any Bank Credit Agreement that shall contain any financial covenant that relates specifically to one or more numerical measures of the financial condition or results of operations of the Company or the Company and its Subsidiaries on a Specified Credit Facility 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 include any MFL Financial Covenant be amended, restated or MFL Cure Right Provision otherwise modified) and (i) such MFL Financial Covenant financial covenant is not contained in this Agreement or (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of the Notes than any analogous restriction, event of default, cure right or provision contained covenant in this Agreement, in each case whether existing on the date hereof or incorporated into this Agreement pursuant to this Section 9.7 (any such restrictionfinancial covenant, event of default, cure right or provision, an a “Additional Financial Covenant”), then a Senior Financial Officer shall promptly (but in any event within ten Business Days from the Company shall occurrence thereof) provide a Most Favored Lender Notice written notice thereof to the holders of Notes; provided that, for which notice shall refer specifically to this Section 9.7 and shall describe in reasonable detail the avoidance of doubt Financial Covenant 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 10.6 (and have the same related definitions) would be more beneficial to the holders of Notesrelevant ratios or thresholds contained therein. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the NotesHolders, such Additional Financial Covenant (including any associated cure or grace period) shall be deemed automatically incorporated by reference into this Agreement, or in the case of 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 10.6 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Financial Covenant became effective under such Specified Bank Credit FacilityAgreement. ThereafterProvided that no Event of Default is in existence at such time, upon any Financial Covenant existing on the request date hereof (including, for the avoidance of doubt, the Interest Coverage Ratio set forth herein) or incorporated into this Agreement pursuant to this Section 9.7 shall automatically without any action required to be taken by the Company or any holder of any Note (i) be subject to any subsequent waiver of the correlative 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 amended, restated or otherwise modified under the applicable Bank Credit Agreement and (iii) be deemed deleted from this Agreement at such time as the correlative covenant to such Financial Covenant shall be deleted from the applicable Bank Credit Agreement or at such time as the applicable Bank Credit Agreement shall be terminated and, in 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 NoteSenior Financial Officer shall promptly (but in any event within five 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, shall include a statement that no Event of Default is then in existence 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 affect any such waiver, amendment, restatement, modification or deletion of such Financial Covenant). Notwithstanding the foregoing, the Company shall enter into any additional agreement Interest Coverage Ratio may only be deleted, amended, waived or amendment to otherwise modified in this Agreement reasonably requested by such holder evidencing any of pursuant to the foregoingforegoing clauses (i), (ii) or (iii) above, subject to the proviso in Section 10.7(b).

Most Favored Lender. (a) If at any time after the date of the Closing the Company is party to any Bank Credit Agreement that shall contain any financial covenant that relates specifically to one or more numerical measures of the financial condition or results of operations of the Company or the Company and its Subsidiaries on a Specified Credit Facility 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 include any MFL Financial Covenant be amended, restated or MFL Cure Right Provision otherwise modified) and (i) such MFL Financial Covenant financial covenant is not contained in this Agreement or (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of the Notes than any analogous restriction, event of default, cure right or provision contained covenant in this Agreement, in each case whether existing on the date hereof or incorporated into this Agreement pursuant to this Section 9.7 (any such restrictionfinancial covenant, event of default, cure right or provision, an a “Additional Financial Covenant”), then a Senior Financial Officer shall promptly (but in any event within ten Business Days from the Company shall occurrence thereof) provide a Most Favored Lender Notice written notice thereof to the holders of Notes; provided that, for which notice shall refer specifically to this Section 9.7 and shall describe in reasonable detail the avoidance of doubt Financial Covenant 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 10.6 (and have the same related definitions) would be more beneficial to the holders of Notesrelevant ratios or thresholds contained therein. Thereupon, unless waived in writing by the Required Holders within ten (10) Business Days after receipt of such notice by the holders of the NotesHolders, such Additional Financial Covenant (including any associated cure or grace period) shall be deemed automatically incorporated by reference into this Agreement, or in the case of 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 10.6 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, without any further action required on the part of any Person, effective as of the date when such Additional Financial Covenant became effective under such Specified Bank Credit FacilityAgreement. ThereafterProvided that no Event of Default is in existence at such time, upon any Financial Covenant existing on the request date hereof (including, for the avoidance of doubt, the Interest Coverage Ratio set forth herein) or incorporated into this Agreement pursuant to this Section 9.7 shall automatically without any action required to be taken by the Company or any holder of any Note (i) be subject to any subsequent waiver of the correlative 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 amended, restated or otherwise modified under the applicable Bank Credit Agreement and (iii) be deemed deleted from this Agreement at such time as the correlative covenant to such Financial Covenant shall be deleted from the applicable Bank Credit Agreement or at such time as the applicable Bank Credit Agreement shall be terminated and, in 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 NoteSenior Financial Officer shall promptly (but in any event within five 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, shall include a statement that no Event of Default is then in existence 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 affect any such waiver, amendment, restatement, modification or deletion of such Financial Covenant). Notwithstanding the foregoing, the Company shall enter into any additional agreement Interest Coverage Ratio may only be deleted, amended, waived or amendment to otherwise modified in this Agreement reasonably requested by such holder evidencing any of pursuant to the foregoingforegoing clauses (i), (ii) or (iii) above, subject to the proviso in Section 10.6(b).

Most Favored Lender. (a) If a Specified Credit Facility at any time after the Closing Date any of the Note Purchase Agreements shall include any MFL Financial Covenant financial covenant, undertaking, restriction, event of default or MFL Cure Right Provision 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 Borrower or transfers of interests in assets of the Borrower or any Subsidiary (however expressed and (iwhether stated as a ratio, as a fixed threshold, as an event of default or otherwise) and such MFL Financial Covenant covenant, undertaking, restriction, event of default or provision is not contained in this Agreement or (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes Lenders than any analogous covenant, undertaking, restriction, event of default, cure right default or provision contained in this Agreement (any such covenant, undertaking, restriction, event of default, cure right default or provision, an “"Additional Covenant”"), then the Company Borrower 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 10.6 (and have the same related definitions) would be more beneficial to the holders of NotesAdministrative Agent. Thereupon, unless waived in writing by the Required Holders Lenders within ten five (105) Business Days after of receipt of such notice by the holders of the Notesnotice, such Additional Covenant (including any associated cure or grace period) shall be deemed automatically incorporated by reference into this Agreement, or in the case of 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 10.6 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as if set forth fully herein or so removedherein, 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 Facilitythe applicable Note Purchase Agreement. Thereafter, upon the request of any holder of a Notethe Administrative Agent, the Company Borrower shall enter into any additional agreement or amendment to this Agreement reasonably requested by such holder the Administrative Agent evidencing any of the foregoing. Notwithstanding anything contained in this Section 7.1.11 [Most Favored Lender] to the contrary, in no event shall any amendment to the covenant levels set forth in any covenant contained in any of the Note Purchase Agreements as of the Closing Date be deemed to constitute an Additional Covenant for purposes of this Section 7.1.11 [Most Favored Lender]. Any Additional Covenant (including any associated cure period) incorporated into this Agreement pursuant to this Section 7.1.11 [Most Favored Lender] (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 applicable Note Purchase Agreement; provided that if any Potential Default or an Event of Default then exists (including in respect of such Incorporated Covenant) and the amendment of such Additional Covenant would result in such Additional Covenant being less restrictive on the Borrower, such Incorporated Covenant shall only be deemed automatically amended at such time as no Potential 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 deleted or otherwise removed from the applicable Note Purchase Agreement or the applicable Note Purchase Agreement shall have been terminated, all commitments thereunder cancelled and all liabilities existing thereunder paid in full (other than unasserted contingent liabilities and obligations); provided that, if a Potential Default or an Event of Default then exists (including in respect of such Incorporated Covenant), such Incorporated Covenant shall only be deemed automatically deleted from this Agreement at such time as no Potential Default or Event of Default then exists. Upon the request of the Borrower, the Administrative Agent and the Lenders shall (at the Borrower’s sole cost and expense) enter into any additional agreement or amendment to this Agreement requested by the Borrower evidencing the amendment or deletion of any such Incorporated Covenant in accordance with the terms hereof. If any Person party to any of the Note Purchase Agreements 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 not become effective under this Agreement unless the Administrative Agent and the Lenders shall have received equivalent remuneration, fees or other compensation. For the avoidance of doubt, all of the existing financial covenants in Section 7.2.14 [Minimum Fixed Charges Coverage Covenant] and Section 7.2.16 [Maximum Leverage Ratio] as of the date of this Agreement shall remain in this Agreement regardless of whether any Additional Covenants are incorporated into this Agreement.

Most Favored Lender. (a) If a Specified Credit Facility shall include any MFL Financial Covenant or MFL Cure Right Provision and (i) such MFL Financial Covenant is not contained in this Agreement or (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event Event North Haven Private Income Fund LLC Note Purchase Agreement of defaultDefault, cure right or provision and related defined terms contained in this Agreement (any such restriction, event Event of defaultDefault, cure right or provisionprovision and related defined terms, an “Additional Covenant”), then the Company 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 10.6 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 ten (10) 10 Business Days after receipt of such notice by the holders of the Notes, such Additional Covenant (including any associated cure or grace periodperiod and any related defined terms) shall be deemed automatically incorporated by reference into this Agreement, or in the case of 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 10.6 10.7 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as 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 reasonably requested by such holder evidencing any of the foregoing.

Most Favored Lender. (a) If a Specified Credit Facility shall include any MFL Financial Covenant or MFL Cure Right Provision and (i) such MFL Financial Covenant is not contained in this Agreement or (ii) such MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders of Notes than any analogous restriction, event of default, cure right or provision contained in this Agreement (any such restriction, event of default, cure right or provision, an “Additional Covenant”), then the Company 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 10.6 10.8 (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, such Additional Covenant (including any associated cure or grace period) shall be deemed automatically incorporated by reference into this Agreement, or in the case of 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 10.6 10.8 (and have the same related definitions), the Cure Right set forth in this Agreement shall be deemed automatically removed from this Agreement, mutatis mutandis, as 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 reasonably requested by such holder evidencing any of the foregoing.. BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT