Common use of Most Favored Status Clause in Contracts

Most Favored Status. Each Seller and Guarantor agrees that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filed, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller Sellers, Administrative Agent and Guarantor agrees Buyers each agree that should any Seller, Guarantor Seller or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to Buyer with respect to any guaranties or financial covenantscovenants of either PMC Seller or PMH Seller, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 13(jSection 6.11 hereof and Section 2 of the Pricing Side Letter; (b) and 13(qa security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Sellers or any Affiliate thereof; or (c) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer requirement that each of such more favorable terms, and the Sellers has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under the related Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor to Buyer Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Administrative Agent, ▇▇▇▇▇▇▇ and Guarantor agrees ▇▇▇▇▇▇ further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor Sellers or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedAdministrative Agent or a Buyer, such Seller or Guarantor Sellers shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller Seller, Administrative Agent and Guarantor agrees Buyers each agree that should any Seller, Guarantor Seller or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Administrative Agent or a Buyer or an Affiliate of Administrative Agent or a Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 13(jSection 6.11 hereof and Section 2 of the Pricing Side Letter; (b) and 13(qa security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller or any Affiliate thereof; or (c) hereof (a “More Favorable Agreement”), requirement that Seller and/or Guarantor shall provide notice to Buyer has added or will add any Person other than Administrative Agent or an Affiliate of such more favorable terms, and Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent, Buyers or an Affiliate of Administrative Agent or Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Administrative Agent, Seller and Guarantor agrees Buyers further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedAdministrative Agent or a Buyer, such Seller or Guarantor shall deliver to Administrative Agent and each Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller Seller, Guarantor and Guarantor agrees Buyer each agree that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (1) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”)▇▇▇, Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms▇▇▇, ▇▇▇, ▇▇▇, ▇▇▇▇, and 14ff hereof; (2) a security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller, Guarantor or any Affiliate thereof; or (3) a requirement that Seller has added or will add any Person other than Buyer or an Affiliate of Buyer as a loss payee under Seller’s Fidelity Insurance; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Seller, Guarantor and Guarantor agrees Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor Guarantor, as applicable, shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller Sellers, Guarantors and Guarantor agrees the Administrative Agent each agree that should any Seller, Guarantor or any Affiliate thereof a Seller enter into a repurchase agreement or credit facility Warehouse Facility with any Person other than Buyer the Administrative Agent or an Affiliate of Buyer the Administrative Agent which by its terms provides more favorable terms to Buyer the Administrative Agent with respect to any guaranties or the financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) Section 14dd hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by the Sellers or Guarantor to Buyer the Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller The Sellers, the Guarantors, and Guarantor agrees the Administrative Agent further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof a Seller entering into a repurchase agreement or other credit facility with any Person other than Buyer the Administrative Agent, Sellers shall notify Administrative Agent that it has entered into such repurchase agreement or other credit facility and deliver to Administrative Agent a summary of the material terms related to the extent not publicly filed, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy comparable financial covenants of such repurchase agreement, loan agreement, guaranty agreement or other financing documentationcredit facility in form and substance acceptable to Administrative Agent.

Most Favored Status. Each Seller Seller, Guarantor and Guarantor agrees Buyer each agree that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (1) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth referred to in Sections 13(j14p and 14dd hereof; (2) and 13(qa security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller, Guarantor or any Affiliate thereof; or (3) hereof (a “More Favorable Agreement”), requirement that Seller and/or Guarantor shall provide notice to has added or will add any Person other than Buyer or an Affiliate of such more favorable terms, and Buyer as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Seller, Guarantor and Guarantor agrees Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor Guarantor, as applicable, shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller and Guarantor agrees Buyer each agree that should any Seller, Guarantor Seller or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 13(jSection 6.11 hereof and Section 2 of the Pricing Side Letter; (b) and 13(qa security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller or any Affiliate thereof; or (c) hereof (a “More Favorable Agreement”), requirement that Seller and/or Guarantor shall provide notice to has added or will add any Person other than Buyer or an Affiliate of such more favorable terms, and Buyer as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller Party, Administrative Agent and Guarantor agrees Buyers agree that should any Seller, Guarantor Seller Party or any Subsidiary or Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to Buyer with respect to any guaranties or financial covenantscovenants of either PMC or PMH, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 13(jSection 6.10 hereof and Section 2 of the Pricing Side Letter; (b) and 13(qa security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of any Seller Party or any Affiliate thereof; or (c) hereof (a “More Favorable Agreement”)requirement that any Seller Party has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under any Seller Party’s Fidelity Insurance, Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement and/or the Pricing Side Letter shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent and Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor such Seller Party to Buyer Administrative Agent of such termination, the original terms of this Agreement and/or Pricing Side Letter shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees Parties further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement and/or Pricing Side letter evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, amendment but shall merely be for the convenience of the parties hereto. Promptly upon Upon any Seller, Guarantor Seller Party or any Subsidiary or Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Buyer and to the extent not publicly filedAdministrative Agent or an Affiliate of Administrative Agent, such Seller or Guarantor Party shall deliver provide notice to Buyer a true, correct and complete copy Administrative Agent of such repurchase agreement, loan agreement, guaranty or other financing documentationmore favorable terms contained in such More Favorable Agreement (including a summary thereof) no later than the next date on which such Seller Party is required to deliver an Officer’s Compliance Certificate; which notice requirement may be satisfied by the VFN Guarantor including such information such Officer’s Compliance Certificate.

Most Favored Status. Each Seller Seller, Guarantors and Guarantor agrees the Buyer each agree that should any Seller, Guarantor Seller or Guarantors or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than the Buyer or an Affiliate of the Buyer which by its terms provides more favorable terms to the Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) 14.m and 13(q) ▇▇.▇▇ hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor the Seller to the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each In the event that all of Seller’s and its Affiliates’ repurchase agreements and credit facilities eliminate the guaranty of the Guarantors, upon notice by the Seller to the Buyer of such termination which is confirmed by the purchasers and Guarantor agrees lenders under such repurchase agreements and credit facilities, this Agreement shall automatically be amended to delete and exclude the Guaranty of the Guarantors; provided, that in the event that any of Seller’s or its Affiliates’ repurchase agreements or credit facilities thereafter contains a guaranty of the Guarantors, (i) Seller shall promptly notify Buyer that the original terms of this Agreement with respect to the Guaranty and the Guaranty are reinstated and (ii) the original terms of this Agreement with respect to the Guaranty and the Guaranty shall be deemed to be automatically reinstated, provided that notice shall not be a prerequisite to such reinstatement. The Seller, the Guarantors, and the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filed, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.parties

Most Favored Status. Each Seller Seller, Guarantor and Guarantor agrees Buyer each agree that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 13(jSection 6.15 hereof and Section 2 of the Pricing Side Letter; (b) and 13(qa security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller, Guarantor or any Affiliate thereof; or (c) hereof (a “More Favorable Agreement”), requirement that Seller and/or Guarantor shall provide notice to has added or will add any Person other than Buyer or an Affiliate of such more favorable terms, and Buyer as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Seller, Guarantor and Guarantor agrees Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor Guarantor, as applicable, shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller and Guarantor agrees Buyer agree that should any Seller, Guarantor Seller or any Subsidiary or Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 13(jSection 6.11 hereof and Section 2 of the Fee Letter; (b) and 13(qa security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller or any Affiliate thereof; or (c) hereof (a “More Favorable Agreement”)requirement that Seller has added or will add any Person other than Buyer or an Affiliate of Buyer as a loss payee under Seller’s Fidelity Insurance, Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement and/or the Fee Letter shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement and/or Fee Letter shall be deemed to be automatically reinstated. Each Seller and Guarantor further agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement and/or Fee Letter evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, amendment but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor Upon Seller or any Subsidiary or Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Buyer and to the extent not publicly filedor an Affiliate of Buyer, such Seller or Guarantor shall deliver provide notice to Buyer a true, correct and complete copy or Administrative Agent of such repurchase agreement, loan agreement, guaranty or other financing documentationmore favorable terms contained in such More Favorable Agreement (including a summary thereof) no later than the next date on which Seller is required to deliver an Officer’s Compliance Certificate; which notice requirement may be satisfied by the VFN Guarantor including such information such Officer’s Compliance Certificate.

Most Favored Status. Each The Repo Seller and Guarantor agrees the Buyer each agree that should any Seller, Guarantor the Repo Seller or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than the Buyer or an Affiliate of the Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 13(jSection 6.12 hereof and Section 2 of the Pricing Side Letter; (b) and 13(qa security interest to any Person other than the Buyer or an Affiliate of the Buyer in substantially all assets of the Repo Seller or any Affiliate thereof; or (c) hereof (a “More Favorable Agreement”), requirement that the Repo Seller and/or Guarantor shall provide notice to has added or will add any Person other than the Buyer or an Affiliate of such more favorable terms, and the Buyer as a loss payee under the Repo Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of the Buyer or an Affiliate of the Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor the Repo Seller to the Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each the Repo Seller and Guarantor agrees the Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor the Repo Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such the Repo Seller or Guarantor shall deliver to the Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller Seller, Guarantor and Guarantor agrees the Administrative Agent each agree that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer the Administrative Agent or an Affiliate of Buyer the Administrative Agent which by its terms provides any of the following (each, a “More Favorable Agreement”): (1) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth referred to in Sections 13(j14.n and ▇▇.▇▇ hereof; (2) and 13(qa security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of Seller, Guarantor or any Affiliate thereof; or (3) hereof (a “More Favorable Agreement”), requirement that Seller and/or Guarantor shall provide notice to Buyer has added or will add any Person other than Administrative Agent or an Affiliate of such more favorable terms, and Administrative Agent as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of the Administrative Agent or an Affiliate of the Administrative Agent; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Seller, Guarantor and Guarantor agrees Administrative Agent further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedAdministrative Agent, such Seller or Guarantor Guarantor, as applicable, shall deliver to Buyer Administrative Agent a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller Borrower, Guarantor and Guarantor agrees Lender each agree that should any SellerBorrower, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer Lender or an Affiliate of Buyer Lender which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(jSection 6.15 hereof and Section 2 of the Pricing Side Letter; (b) and 13(qa security interest to any Person other than Lender or an Affiliate of Lender in substantially all assets of Borrower, Guarantor or any Affiliate thereof; or (c) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer requirement that Borrower has added or will add any Person other than Lender or an Affiliate of such more favorable terms, and Lender as a loss payee under Borrower’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Lender or an Affiliate of Lender; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Borrower to Buyer Lender of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Borrower, Guarantor and Guarantor agrees Lender further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any SellerBorrower, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedLender, such Seller Borrower or Guarantor Guarantor, as applicable, shall deliver to Buyer Lender a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller Sellers, Guarantor and Guarantor agrees the Administrative Agent each agree that should any Seller, Seller or Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer the Administrative Agent or an Affiliate of Buyer the Administrative Agent which by its terms provides more favorable terms to Buyer the Administrative Agent with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j14.n) and 13(q▇▇.▇▇) hereof or any substantially similar covenants (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminatedterminated or such More Favorable Agreement is modified such that it no longer provides more favorable terms, upon notice by Sellers or Guarantor such Seller to Buyer the Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Sellers, the Guarantor and Guarantor agrees the Administrative Agent further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Seller or Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedAdministrative Agent, such Seller or Guarantor Sellers shall deliver to Buyer the Administrative Agent a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller and Guarantor agrees Buyer each agree that should any Seller, Guarantor Seller or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility (for the avoidance of doubt, this Section 9.16 shall not apply to a bond offering) with any Person (including, without limitation, Buyer or any of its Affiliates) which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms with respect to any guaranties or financial or other material covenants; (b) a security interest to any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms in substantially all assets of Seller or any Affiliate thereof; or (c) a requirement that Seller has added or will add any Person other than Buyer or an Affiliate of Buyer as a loss payee under Seller’s insurance policy maintained pursuant to Section 9.9 hereof; then the Seller shall provide the Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide prompt notice to Buyer of such more favorable terms, terms contained in such More Favorable Agreement and the terms of this Agreement or the Transactions Terms Letter, as applicable, shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions; provided, provided that the execution of such amendment guaranties, agreements or amendments shall not be a precondition to the effectiveness of such amendmentguaranties, agreements or amendments, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentationdocumentation and all amendments thereto, redacted, if necessary, but showing provisions relating to clauses (a), (b), or (c) above.

Most Favored Status. Each Seller Seller, Guarantor and Guarantor agrees Buyer each agree that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (1) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j14a, 14b, 14e, 14p and 14dd hereof; (2) and 13(qa security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller, Guarantor or any Affiliate thereof; or (3) hereof (a “More Favorable Agreement”), requirement that Seller and/or Guarantor shall provide notice to has added or will add any Person other than Buyer or an Affiliate of such more favorable terms, and Buyer as a loss payee under Seller’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Seller, Guarantor and Guarantor agrees Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor Guarantor, as applicable, shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller and Guarantor agrees that should any Seller, Guarantor or any Affiliate thereof and the Administrative Agent each agree that should Seller enter into a repurchase agreement or credit facility Warehouse Facility with any Person other than Buyer the Administrative Agent or an Affiliate of Buyer the Administrative Agent which by its terms provides more favorable terms to Buyer the Administrative Agent with respect to any guaranties or the financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(qSection 14(dd) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor the Seller to Buyer the Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller The Seller, the Guarantor, and Guarantor agrees the Administrative Agent further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof Seller entering into a repurchase agreement or other credit facility with any Person other than Buyer the Administrative Agent, Seller shall notify Administrative Agent that it has entered into such repurchase agreement or other credit facility and deliver to Administrative Agent a summary of the material terms related to the extent not publicly filed, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy comparable financial covenants of such repurchase agreement, loan agreement, guaranty agreement or other financing documentationcredit facility in form and substance acceptable to Administrative Agent.

Most Favored Status. Each Seller Party, Administrative Agent and Guarantor agrees Buyers agree that should any Seller, Guarantor Seller Party or any Subsidiary or Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 13(jSection 2 of the Pricing Side Letter; (b) and 13(qa security interest to any Person other than Administrative Agent or an Affiliate of Administrative Agent in substantially all assets of any Seller Party or any Affiliate thereof; or (c) hereof (a “More Favorable Agreement”)requirement that any Seller Party has added or will add any Person other than Administrative Agent or an Affiliate of Administrative Agent as a loss payee under any Seller Party’s Fidelity Insurance, Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement and/or the Pricing Side Letter shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent and Buyers; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor such Seller Party to Buyer Administrative Agent of such termination, the original terms of this Agreement and/or Pricing Side Letter shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees Parties further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement and/or Pricing Side Letter evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, amendment but shall merely be for the convenience of the parties hereto. Promptly upon Upon any Seller, Guarantor Seller Party or any Subsidiary or Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Buyer and to the extent not publicly filedAdministrative Agent or an Affiliate of Administrative Agent, such Seller or Guarantor Party shall deliver provide notice to Buyer a true, correct and complete copy Administrative Agent of such repurchase agreement, loan agreement, guaranty or other financing documentationmore favorable terms contained in such More Favorable Agreement (including a summary thereof) no later than the next date on which such Seller Party is required to deliver an Officer’s Compliance Certificate; which notice requirement may be satisfied by including such information such Officer’s Compliance Certificate.

Most Favored Status. Each Seller The Borrower and Guarantor agrees the Administrative Agent each agree that should any Sellerthe Borrower, Guarantor a Subsidiary or any an Affiliate thereof over which the Borrower exercises Control enter into a repurchase agreement or credit facility with any Person other than Buyer the Administrative Agent or an Affiliate of Buyer Administrative Agent which by its terms provides more favorable terms to Buyer with respect to any guaranties or financial covenantsFinancial Covenant (each, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of the Administrative Agent or an Affiliate of the Administrative Agent; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor the Borrower to Buyer the Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller The Borrower and Guarantor agrees the Administrative Agent further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Sellerthe Borrower, Guarantor a Subsidiary or any an Affiliate thereof over which the Borrower exercises Control entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedAdministrative Agent or an Affiliate of the Administrative Agent, such Seller or Guarantor the Borrower shall deliver to Buyer the Administrative Agent a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller Seller, Guarantor and Guarantor agrees Buyer each agree that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (1) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j14a, 14b, 14e, 14p, 14dd and 14kk hereof; (2) and 13(qa security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller, Guarantor or any Affiliate thereof; or (3) hereof (a “More Favorable Agreement”), requirement that Seller and/or Guarantor has added or will add any Person other than Buyer or an Affiliate of Buyer as a loss payee under Seller’s Fidelity Insurance; then the Seller shall provide the Buyer with prompt notice to Buyer of such more favorable terms, terms contained in such More Favorable Agreement and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Seller, Guarantor and Guarantor agrees Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedBuyer, such Seller or Guarantor Guarantor, as applicable, shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller and Guarantor agrees that should any Seller, Guarantor If the Borrower or any Affiliate thereof enter into a repurchase Subsidiary enters into, assumes or otherwise becomes bound or obligated under any agreement creating, evidencing or credit facility with governing any Person other than Buyer Material Facility containing one or an Affiliate of Buyer which by its terms provides more favorable terms Additional Covenants or Additional Defaults, or amends or otherwise modifies any agreement creating, evidencing or governing such Material Facility to Buyer with respect to include any guaranties Additional Covenants or financial covenantsAdditional Defaults, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; providedshall, that in without any further action on the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor to Buyer part of such terminationthe Borrower, the original terms Administrative Agent or any of this Agreement shall the Lenders, be deemed to be amended automatically reinstatedto include each Additional Covenant and each Additional Default contained in such agreement. Each Seller and Guarantor agrees The Borrower further covenants to promptly execute and deliver any new guaranties, agreements or amendments at its expense (including the fees and expenses of counsel for the Administrative Agent) an amendment to this Agreement in form and substance satisfactory to the Administrative Agent evidencing the amendment of this Agreement to include such provisionsAdditional Covenants and Additional Defaults, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendmentamendment as provided for in this Section 6.18, but shall merely be for the convenience of the parties hereto. Promptly upon .” (e) Section 7.1 of the Credit Agreement is hereby amended as follows: (i) deleting the “.” at the end of clause (l); 63293737_5 (ii) adding a new proviso at the end of clause (l) to read in its entirety as follows: “; provided further that notwithstanding the foregoing, the Borrower shall not, and shall not permit any Sellerof its Subsidiaries to, Guarantor or secure pursuant to this clause (l) any Affiliate thereof entering into a repurchase agreement or other credit facility Material Facility unless and until the Obligations hereunder will concurrently be secured equally and ratably with any Person and all other than Buyer obligations thereby secured, such security to be pursuant to documentation in form and substance reasonably satisfactory to the extent not publicly filedAdministrative Agent, including without limitation, an intercreditor agreement and opinions of counsel to the Borrower and/or such Seller or Guarantor shall deliver Subsidiary, as the case may be, from counsel reasonably acceptable to Buyer a true, correct the Administrative Agent.” (iii) amending and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.restating clause (k) to read in its entirety as follows:

Most Favored Status. Each Seller Seller, Guarantors and Guarantor agrees Purchaser each agree that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement agreement, warehouse facility, guaranty or similar credit facility with any Person other than Buyer Purchaser or an Affiliate of Buyer Purchaser which by its terms provides more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(qSection 11(a) hereof (each, a “More Favorable Agreement”)) then, Seller and/or Guarantor shall provide the Purchaser with prompt notice to Buyer of such more favorable terms, terms contained in such More Favorable Agreement and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Purchaser or an Affiliate of Purchaser; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer Purchaser of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Seller, Guarantors and Guarantor agrees Purchaser further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, a Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedPurchaser, such Seller or Guarantor a Guarantor, as applicable, shall deliver to Buyer Purchaser a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

Most Favored Status. Each Seller The Borrower and Guarantor agrees the Lender each agree that should any Sellerthe Borrower, Guarantor a Subsidiary of the Borrower, or any an Affiliate thereof of the Borrower over which the Borrower exercises Control enter into a repurchase agreement or credit facility with any Person other than Buyer or an Affiliate of Buyer which the Lender which, by its terms terms, provides more favorable terms to Buyer such lender with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter covenant set forth in Sections 13(j) and 13(q) hereof Section 7.09 (each, a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of the Lender; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor the Borrower to Buyer the Lender of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller The Borrower and Guarantor agrees the Lender further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Sellerthe Borrower, Guarantor a Subsidiary of the Borrower, or any an Affiliate thereof of the Borrower over which the Borrower exercises Control entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedLender, such Seller or Guarantor the Borrower shall deliver to Buyer the Lender a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation. For the purpose of this Section 7.22, “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

Most Favored Status. Each Seller and Guarantor agrees Buyer agree that (i) should any Seller, Guarantor Seller or any Subsidiary or Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its Buyer, or (ii) with respect to any repurchase agreement or comparable agreement, in place as of the date hereof, directly related to any MSR VFN, SPIA VFN or MBS Advance VFN, and in the case of (i) or (ii), the applicable terms provides set forth therein provide any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 13(j) Section 6.11 hereof and 13(q) hereof (a “More Favorable Agreement”)Section 2 of the Pricing Side Letter, Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement and/or the Pricing Side Letter shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement and/or Pricing Side Letter shall be deemed to be automatically reinstated. Each Upon Seller and Guarantor agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Subsidiary or Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Buyer and to the extent not publicly filedor an Affiliate of Buyer, such Seller or Guarantor shall deliver provide notice to Buyer a true, correct and complete copy or Administrative Agent of such repurchase agreement, loan agreement, guaranty or other financing documentationmore favorable terms contained in such More Favorable Agreement (including a summary thereof) no later than the next date on which Seller is required to deliver an Officer’s Compliance Certificate; which notice requirement may be satisfied by the VFN Guarantor including such information such Officer’s Compliance Certificate.

Most Favored Status. Each Seller and Guarantor agrees Buyer agree that should any Seller, Guarantor Seller or any Subsidiary or Affiliate thereof enter into a repurchase agreement or agreement, credit facility or other comparable agreement with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 13(jSection 6.11 hereof and Section 2 of the Pricing Side Letter; (b) and 13(qa security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller or any Affiliate thereof; or (c) hereof (a “More Favorable Agreement”)requirement that Seller has added or will add any Person other than Buyer or an Affiliate of Buyer as a loss payee under Seller’s Fidelity Insurance, Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement and/or the Pricing Side Letter shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Seller to Buyer of such termination, the original terms of this Agreement and/or Pricing Side Letter shall be deemed to be automatically reinstated. Each Seller and Guarantor further agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement and/or Pricing Side letter evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, amendment but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor Upon Seller or any Subsidiary or Affiliate thereof entering into a any such repurchase agreement agreement, credit facility or other credit facility comparable agreement with any Person other than Buyer and to the extent not publicly filedor an Affiliate of Buyer, such Seller or Guarantor shall deliver provide notice to Buyer a true, correct and complete copy or Administrative Agent of such repurchase agreement, loan agreement, guaranty or other financing documentationmore favorable terms contained in such More Favorable Agreement (including a summary thereof) no later than the next date on which Seller is required to deliver an Officer’s Compliance Certificate; which notice requirement may be satisfied by the VFN Guarantor including such information such Officer’s Compliance Certificate.

Most Favored Status. Each Seller Borrower, Guarantor and Guarantor agrees Lender each agree that should any SellerBorrower, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer Lender or an Affiliate of Buyer Lender which by its terms provides any of the following (each, a “More Favorable Agreement”): (a) more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth or referred to in Sections 13(jSection 6.15 hereof and Section 2 of the Pricing Side Letter; (b) and 13(qa security interest to any Person other than Lender or an Affiliate of Lender in substantially all assets of Borrower, Guarantor or any Affiliate thereof; or (c) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer requirement that Borrower has added or will add any Person other than Lender or an Affiliate of such more favorable terms, and Lender as a loss payee under Borrower’s Fidelity Insurance; then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Lender or an Affiliate of Lender; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor Borrower to Buyer Lender of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller Borrower, Guarantor and Guarantor agrees Lender further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any SellerBorrower, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filedLender, such Seller Borrower or Guarantor Guarantor, as applicable, shall deliver to Buyer Lender a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.