(d) Amendment to Section 5.01(a), (b), and (c). Upon consummation of the Specified Change of Control Transactions, the term Borrower in Sections 5.01(a), (b), and (c) of the Credit Agreement shall be deemed amended to read Borrower Parent.
(e) Amendment to Article VI. Article VI of the Credit Agreement is amended to add the following as a new Section 6.14 at the end thereof:
Section 6.14 Holding Company Covenants. Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, from and after the consummation of the Specified Change of Control Transactions, Borrower Parent shall not (a) engage in, or commit to engage in, any business or other activities, or enter into, execute or perform any business transaction, other than (i) owning the Equity Interests in the Borrower and making investments in the Borrower, (ii) the transactions contemplated by the Specified Merger Agreement, and (iii) director and officer indemnification, employment and consulting agreements and director and officer indemnity insurance to the extent entered into in the ordinary course of business, (b) incur any Indebtedness, or (c) grant any Liens in any of its assets.
(f) Amendment to Section 6.11. Section 6.11 of the Credit Agreement is amended so that it reads, in its entirety, as follows:
Section 6.11 Amendment of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness, (b) its charter, articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents, or (c) the Specified Merger Agreement or any documents related thereto, in each case, to the extent any such amendment, modification or waiver would be adverse in any material respect to the Administrative Agent, Lenders, or the Loan Parties.
SECTION 3. Conditions Precedent. This Agreement shall become effective only upon satisfaction of the following conditions precedent on or before the date hereof:
(a) execution and delivery of this Agreement by the Borrower, the Administrative Agent, and the Required Lenders; and
(b) execution and delivery by the Guarantors of the Consent, Reaffirmation, and Agreement of Guarantors attached hereto.
SECTION 4. Miscellaneous Terms.
(a) Loan Document. For avoidance of doubt, the Borrower, the Administrative Agent, and the Lenders party hereto hereby acknowledge and agree that this Agreement is a Loan Document.
(b) Effect of Agreement. Except as set forth expressly hereinabove, all terms of the Credit Agreement and the other Loan Documents shall be and remain in full force and effect, and shall constitute the legal, valid, binding, and enforceable obligations of the Loan Parties. Except to the extent otherwise expressly set forth herein, the amendment set forth herein shall have prospective application only from and after the date of this Agreement.