Specified Change of Control Conditions

Specified Change of Control Conditions. (a) the Specified Change of Control Transactions are being consummated in accordance with the terms of the Specified Merger Agreement as in effect on the First Amendment Effective Date or as amended in a manner not prohibited by Section 6.11 of this Agreement, (b) the Loan Parties shall have taken all actions required by the Administrative Agent to ensure that the Liens of the Administrative Agent in the Collateral of all Loan Parties remain first priority perfected Liens securing the Secured... Obligations, subject to Permitted Liens, (c) Borrower Parent shall have joined the Loan Documents as a Guarantor and a Loan Party pursuant to a Joinder Agreement and such other joinder documents as Administrative Agent may reasonably request, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent, (d) the parties to this Agreement shall have entered into an amendment to this Agreement that is mutually acceptable to such parties to make any conforming changes necessary to contemplate the Borrower Parent being within the Loan Party structure, (e) the Surviving Entity shall have expressly assumed the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, and (f) the Administrative Agent and Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including USA PATRIOT Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Surviving Entity and (ii) to the extent the Surviving Entity qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Surviving Entity at least five (5) days prior to the consummation of the Specified Change of Control Transactions (or such shorter period as the Administrative Agent may approve) View More