Common use of Target Acquisition Clause in Contracts

Target Acquisition. In connection with the initial Borrowing hereunder, the following conditions relating to the Target Acquisition shall be satisfied: (i) The Borrower, acting through its Wholly-Owned Subsidiary, the Purchaser, shall have completed the Target Acquisition as contemplated by, and in accordance with the terms, conditions and provisions of, the Target Purchase Agreement and the other Target Acquisition Documents, copies of which definitive documentation shall have previously been furnished to the Lenders prior to the Effective Date, and there shall have been no waiver or modification of any material performance obligations of any Seller under any Target Acquisition Document, or any waiver or other modification of any material conditions to the obligations of the Purchaser under the Target Purchase Agreement. (ii) Each of the Lenders shall be satisfied, in its sole discretion, with (x) such "due diligence" review as it shall undertake with regard to the properties, business, operations and prospects of the businesses and assets to be acquired, and the liabilities to be assumed, in the Target Acquisition, the projected cost savings which the Borrower estimates it can realistically achieve for the acquired businesses, and Y2K computer compliance matters associated with the assimilation and operation of the acquired businesses, and (y) the terms of such definitive documentation. (iii) The Target Acquisition shall be consummated in compliance with all material legal requirements. Without limiting the generality of the foregoing, (1) all filings under the HSR Act (as defined in the Target Purchase Agreement) shall have been made and any required waiting period under the HSR Act (including any extensions thereof obtained by request or other action of any governmental authority) applicable to the Target Acquisition shall have expired or been earlier terminated transactions; and (2) the United States Bankruptcy Court for the District of Massachusetts shall have entered an order authorizing, among other things, the sale of the Purchased Assets to the Purchaser and the assignment of the Assigned Leases and Assumed Contracts to Purchaser, in accordance with (and as such terms are defined in) the Target Purchase Agreement, and pursuant to, among others, sections 105, 363, 365 and 1146(c) of the Bankruptcy Code, and such order shall be satisfactory in form and substance to each of the Lenders. (iv) There shall have been no material changes in the terms of the Target Acquisition from the terms as reflected in the definitive Target Acquisition Documents previously delivered to the Lenders prior to the Effective Date, unless such changes shall have been approved by all of the Lenders. (v) Since December 31, 1999, in the sole judgment of the Co-Lead Arrangers, there has been no change in the assets, properties, condition, business, prospects or affairs of Filene's Basement Corp. and its Subsidiaries taken as a whole, or their properties and assets considered as an entirety, except for changes solely in the ordinary course of business, none of which, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect. (vi) Contemporaneously with the Closing Date, the Borrower shall have capitalized the Purchaser with equity of at least $5,000,000, and cash loans or advances of at least $30,000,000, which loans or advances represent proceeds of the initial Borrowing hereunder. The Purchaser shall have used such loans or advances to retire the DIP Facility and any other outstanding loans or debt securities of the Sellers which are assumed by the Purchaser pursuant to the Target Acquisition Documents. All loans or advances by the Borrower to the Purchaser shall be evidenced by an intercompany demand note, satisfactory in form and substance to the Lenders, which is pledged by the Borrower pursuant to the Pledge Agreement. (vii) Contemporaneously with the Closing Date, the Borrower shall have made arrangements, satisfactory to the Administrative Agent, for (A) the immediate termination of the DIP Facility (as defined in the Target Purchase Agreement), payment or prepayment of all borrowings and other accrued obligations thereunder, discharge or transfer to the Collateral Agent of all collateral security for the DIP Facility, and the replacement or support of any letters of credit issued thereunder by Letters of Credit issued hereunder; and (B) the payment or prepayment of all other borrowings and debt securities of the Sellers which are assumed by the Purchaser pursuant to the Target Acquisition Documents, and all accrued obligations thereunder. (viii) The Administrative Agent shall have received, in sufficient quantity for the Administrative Agent and the Lenders, a copy of the order entered by the United States Bankruptcy Court, District of Massachusetts, Eastern Division, including any amendments thereto or supplemental orders, approving the transactions contemplated by the Target Purchase Agreement; and such order and any such amendments or supplements shall be final and nonappealable and otherwise shall be satisfactory in form and substance to the Lenders, in their sole discretion.

Target Acquisition. In connection with the initial Borrowing hereunder, The Agent shall have received the following conditions relating documents evidencing the Target Acquisition, each of which shall be in form and substance satisfactory to the Target Acquisition shall be satisfiedAgent: (i) The BorrowerOn the Closing Date, acting through its Wholly-Owned Subsidiary, the Purchaser, NCO Group shall have completed deliver a schedule listing all material documents in connection with the Target Acquisition, including an acquisition letter agreement ("Acquisition Documents"), which schedule shall be revised by NCO Group as contemplated by, and in accordance documents are added or deleted. The Agent shall be satisfied with the terms, conditions and provisions of, the Target Purchase Agreement and the other Target all Acquisition Documents, copies of which definitive documentation and, if not previously delivered, the Acquisition Documents shall have previously been furnished be delivered in final form to the Lenders prior to Agent as promptly as possible following the Effective Datedate hereof. No Acquisition Document accepted by Agent may be amended, modified or supplemented, nor may any of its terms or conditions in favor of NCO Group be waived, and there the tender offer, merger and other transactions contemplated thereunder shall have been no waiver or modification of any material performance obligations of any Seller under any Target Acquisition Document, or any waiver or other modification of any material conditions to the obligations of the Purchaser under the Target Purchase Agreementtake place in strict compliance therewith. (ii) Each Satisfactory evidence of completion of the Lenders shall be satisfied, in its sole discretion, with (x) such "due diligence" review as it shall undertake with regard conditions precedent to the properties, business, operations and prospects Target Acquisition but for the payment of the businesses and assets to be acquired, and purchase price including evidence that NCO Group has not waived any conditions precedent under the liabilities to be assumed, in Acquisition Documents without the Target Acquisition, the projected cost savings which the Borrower estimates it can realistically achieve for the acquired businesses, and Y2K computer compliance matters associated with the assimilation and operation prior written consent of the acquired businesses, and (y) the terms of such definitive documentationAgent. (iii) The Satisfactory evidence that all corporate governmental, judicial and third party consents and approvals necessary in connection with the consummation of the Target Acquisition (including without limitation consents and approvals required under or referred to in the Acquisition Agreement) shall be consummated have been obtained and, as applicable, become final orders (without imposition of any conditions that are not satisfactory to the Lenders) and shall remain in compliance with all material legal requirementsfull force and effect. Without limiting the generality of the foregoing, (1) all appropriate filings under the HSR Act (as defined in the Target Purchase Agreement) shall have been made and any required waiting period under the HSR ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act (including any extensions thereof obtained by request or other action of any governmental authority) 1976, as amended, and the applicable to the Target Acquisition waiting periods relating thereto shall have expired or been earlier terminated transactions; and (2) without requests for additional information from the United States Bankruptcy Court for the District of Massachusetts shall have entered an order authorizing, among other things, the sale of the Purchased Assets to the Purchaser and the assignment of the Assigned Leases and Assumed Contracts to Purchaser, in accordance with (and as such terms are defined in) the Target Purchase Agreement, and pursuant to, among others, sections 105, 363, 365 and 1146(c) of the Bankruptcy Code, and such order shall be satisfactory in form and substance to each of the Lendersreviewing agencies. (iv) There Satisfactory evidence that NCO Group or Bidco (as that term is defined in the Acquisition Agreement) shall have been no material changes in the terms unrestricted right to designate and cause to be elected a majority of the Target Acquisition from the terms as reflected in the definitive Target Acquisition Documents previously delivered to the Lenders prior to the Effective Date, unless such changes shall have been approved by all Trustees of the Lendersvoting trust which controls a subsidiary to be acquired in connection with the Target Acquisition. (v) Since December 31In connection with the Target Acquisition for each acquired US company, 1999, in an executed Security Agreement from the sole judgment appropriate Person pursuant to which each grants to the Agent (on behalf of the Co-Lead ArrangersLenders) a blanket lien on all business assets (excluding cash held for clients), there has been no change in the assetsincluding but not limited to accounts receivable, propertiesinventory, conditiongeneral intangibles and equipment, business, prospects now owned or affairs of Filene's Basement Corp. and its Subsidiaries taken as a whole, or their properties and assets considered as an entirety, except for changes solely in the ordinary course of business, none of which, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effecthereafter acquired. (vi) Contemporaneously A pledge agreement duly executed by any US Borrower which owns stock in a foreign company acquired in connection with the Closing Date, the Borrower shall have capitalized the Purchaser with equity of at least $5,000,000, and cash loans or advances of at least $30,000,000, which loans or advances represent proceeds of the initial Borrowing hereunder. The Purchaser shall have used such loans or advances to retire the DIP Facility and any other outstanding loans or debt securities of the Sellers which are assumed by the Purchaser pursuant to the Target Acquisition Documents. All loans or advances by the Borrower pledging to the Purchaser shall be evidenced by an intercompany demand note, satisfactory in form and substance to Agent (on behalf of the Lenders, which is pledged by the Borrower pursuant to the Pledge Agreement. (vii) Contemporaneously with the Closing Date, the Borrower shall have made arrangements, satisfactory to the Administrative Agent, for (A) the immediate termination at least 65% of the DIP Facility (as defined in the Target Purchase Agreement), payment or prepayment stock of all borrowings and other accrued obligations thereunder, discharge or transfer to the Collateral Agent of all collateral security for the DIP Facility, and the replacement or support of any letters of credit issued thereunder by Letters of Credit issued hereunder; and (B) the payment or prepayment of all other borrowings and debt securities of the Sellers which are assumed by the Purchaser pursuant to the Target Acquisition Documents, and all accrued obligations thereundersuch company. (viii) The Administrative Agent shall have received, in sufficient quantity for the Administrative Agent and the Lenders, a copy of the order entered by the United States Bankruptcy Court, District of Massachusetts, Eastern Division, including any amendments thereto or supplemental orders, approving the transactions contemplated by the Target Purchase Agreement; and such order and any such amendments or supplements shall be final and nonappealable and otherwise shall be satisfactory in form and substance to the Lenders, in their sole discretion.

Target Acquisition. In connection with the initial Borrowing hereunder, the following conditions relating to the Target Acquisition shall be satisfied: (i) The Borrower, acting through its Wholly-Owned Subsidiary, the Purchaser, shall have completed the Target Acquisition as contemplated by, and in accordance with the terms, conditions and provisions of, the Target Purchase Agreement and the other Target Acquisition Documents, copies of which definitive documentation shall have previously been furnished to the Lenders prior to the Effective Date, and there shall have been no waiver or modification of any material performance obligations of any Seller under any Target Acquisition Document, or any waiver or other modification of any material conditions to the obligations of the Purchaser under the Target Purchase Agreement. (ii) Each of the Lenders shall be satisfied, in its sole discretion, with (x) such "due diligence" review as it shall undertake with regard to the properties, business, operations and prospects of the businesses and assets to be acquired, and the liabilities to be assumed, in the Target Acquisition, the projected cost savings which the Borrower estimates it can realistically achieve for the acquired businesses, and Y2K computer compliance matters associated with the assimilation and operation of the acquired businesses, and (y) the terms of such definitive documentation. (iiiA) The Target Acquisition shall be have been, or shall concurrently with the funding of the Incremental Term Facility will be, consummated in compliance accordance with all material legal requirements. Without limiting the generality terms of the foregoingTarget Acquisition Agreement, without giving effect to any amendment, modification, waiver or consent thereunder that is materially adverse to the interests of the Lenders unless such amendment or modification is approved by MLPFS (1such approval not to be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (i) all filings under amendments, waivers and other changes to the HSR Act definition of “Material Adverse Change” (as defined in the Target Purchase Acquisition Agreement), and consents and requests given or made pursuant to such definition shall in each case be deemed to be materially adverse to the interests of the Lenders, (ii) shall have been made and any required waiting period under reduction in the HSR Act (including any extensions thereof obtained by request or other action of any governmental authority) applicable to purchase price in connection with the Target Acquisition shall have expired or been earlier terminated transactions; and (2) not be deemed to be materially adverse to the United States Bankruptcy Court for the District of Massachusetts shall have entered an order authorizing, among other things, the sale interests of the Purchased Assets Lenders so long as such reduction is allocated to reduce the amount of the Incremental Term Facility, (iii) any reduction in the purchase price in connection with the Target Acquisition shall not be deemed to be materially adverse to the Purchaser and the assignment interests of the Assigned Leases and Assumed Contracts to Purchaser, in accordance with (and Lenders so long as such terms are defined in) reduction (other than pursuant to any purchase price or similar adjustment provision set forth in the Target Purchase Acquisition Agreement) does not decrease the purchase price by more than ten percent (10%) (cumulative for all such reductions) without the prior written consent of MLPFS (not to be unreasonably withheld, conditioned or delayed) and pursuant to, among others, sections 105, 363, 365 and 1146(c) of the Bankruptcy Code, and such order shall be satisfactory in form and substance to each of the Lenders. (iv) There shall have been no material changes any increase in the terms of purchase price in connection with the Target Acquisition from the terms as reflected in the definitive Target Acquisition Documents previously delivered shall not be deemed to be material and adverse to the interests of the Lenders prior to the Effective Date, unless extent that such changes shall have been approved by all increase is funded with cash on the balance sheet of the LendersCompany or any of its Subsidiaries. (v) Since December 31, 1999, in the sole judgment of the Co-Lead Arrangers, there has been no change in the assets, properties, condition, business, prospects or affairs of Filene's Basement Corp. and its Subsidiaries taken as a whole, or their properties and assets considered as an entirety, except for changes solely in the ordinary course of business, none of which, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect. (vi) Contemporaneously with the Closing Date, the Borrower shall have capitalized the Purchaser with equity of at least $5,000,000, and cash loans or advances of at least $30,000,000, which loans or advances represent proceeds of the initial Borrowing hereunder. The Purchaser shall have used such loans or advances to retire the DIP Facility and any other outstanding loans or debt securities of the Sellers which are assumed by the Purchaser pursuant to the Target Acquisition Documents. All loans or advances by the Borrower to the Purchaser shall be evidenced by an intercompany demand note, satisfactory in form and substance to the Lenders, which is pledged by the Borrower pursuant to the Pledge Agreement. (vii) Contemporaneously with the Closing Date, the Borrower shall have made arrangements, satisfactory to the Administrative Agent, for (A) the immediate termination of the DIP Facility (as defined in the Target Purchase Agreement), payment or prepayment of all borrowings and other accrued obligations thereunder, discharge or transfer to the Collateral Agent of all collateral security for the DIP Facility, and the replacement or support of any letters of credit issued thereunder by Letters of Credit issued hereunder; and (B) the payment or prepayment of all other borrowings and debt securities of the Sellers which are assumed by the Purchaser pursuant to the Target Acquisition Documents, and all accrued obligations thereunder. (viii) The Administrative Agent shall have received, in sufficient quantity for the Administrative Agent and the Lenders, a copy of the order entered by the United States Bankruptcy Court, District of Massachusetts, Eastern Division, including any amendments thereto or supplemental orders, approving the transactions contemplated by the Target Purchase Agreement; and such order and any such amendments or supplements shall be final and nonappealable and otherwise shall be satisfactory in form and substance to the Lenders, in their sole discretion.

Target Acquisition. In connection with the initial Borrowing hereunder, the following conditions relating to the Target Acquisition shall be satisfied: (i) The Borrower, acting through its Wholly-Owned Subsidiary, the Purchaser, shall have completed the Target Acquisition as contemplated by, and in accordance with the terms, conditions and provisions of, the Target Purchase Agreement and the other Target Acquisition Documents, copies of which definitive documentation shall have previously been furnished to the Lenders prior to the Effective Date, and there shall have been no waiver or modification of any material performance obligations of any Seller under any Target Acquisition Document, or any waiver or other modification of any material conditions to the obligations of the Purchaser under the Target Purchase Agreement. (ii) Each of the Lenders shall be satisfied, in its sole discretion, with (x) such "due diligence" review as it shall undertake with regard to the properties, business, operations and prospects of the businesses and assets to be acquired, and the liabilities to be assumed, in the Target Acquisition, the projected cost savings which the Borrower estimates it can realistically achieve for the acquired businesses, and Y2K computer compliance matters associated with the assimilation and operation of the acquired businesses, and (y) the terms of such definitive documentation. (iiiA) The Target Acquisition shall be have been, or shall concurrently with the funding of the Incremental Term Facility will be, consummated in compliance accordance with all material legal requirements. Without limiting the generality terms of the foregoingTarget Acquisition Agreement, without giving effect to any amendment, modification, waiver or consent thereunder that is materially adverse to the interests of the Lenders unless such amendment or modification is approved by the Lead Arranger (1such approval not to be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (i) all filings under amendments, waivers and other changes to the HSR Act definition of “Material Adverse Change” (as defined in the Target Purchase Acquisition Agreement), and consents and requests given or made pursuant to such definition shall in each case be deemed to be materially adverse to the interests of the Lenders, (ii) shall have been made and any required waiting period under reduction in the HSR Act (including any extensions thereof obtained by request or other action of any governmental authority) applicable to purchase price in connection with the Target Acquisition shall have expired or been earlier terminated transactions; and (2) not be deemed to be materially adverse to the United States Bankruptcy Court for the District of Massachusetts shall have entered an order authorizing, among other things, the sale interests of the Purchased Assets Lenders so long as such reduction is allocated to reduce the amount of the Incremental Term Facility, (iii) any reduction in the purchase price in connection with the Target Acquisition shall not be deemed to be materially adverse to the Purchaser and the assignment interests of the Assigned Leases and Assumed Contracts to Purchaser, in accordance with (and Lenders so long as such terms are defined in) reduction (other than pursuant to any purchase price or similar adjustment provision set forth in the Target Purchase Acquisition Agreement, and pursuant to, among others, sections 105, 363, 365 and 1146(c) does not decrease the purchase price by more than ten percent (10%) (cumulative for all such reductions) without the prior written consent of the Bankruptcy CodeLead Arranger (not to be unreasonably withheld, conditioned or delayed) and such order shall be satisfactory in form and substance to each of the Lenders. (iv) There shall have been no material changes any increase in the terms of purchase price in connection with the Target Acquisition from the terms as reflected in the definitive Target Acquisition Documents previously delivered shall not be deemed to be material and adverse to the interests of the Lenders prior to the Effective Date, unless extent that such changes shall have been approved by all increase is funded with cash on the balance sheet of the LendersCompany or any of its Subsidiaries. (v) Since December 31, 1999, in the sole judgment of the Co-Lead Arrangers, there has been no change in the assets, properties, condition, business, prospects or affairs of Filene's Basement Corp. and its Subsidiaries taken as a whole, or their properties and assets considered as an entirety, except for changes solely in the ordinary course of business, none of which, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect. (vi) Contemporaneously with the Closing Date, the Borrower shall have capitalized the Purchaser with equity of at least $5,000,000, and cash loans or advances of at least $30,000,000, which loans or advances represent proceeds of the initial Borrowing hereunder. The Purchaser shall have used such loans or advances to retire the DIP Facility and any other outstanding loans or debt securities of the Sellers which are assumed by the Purchaser pursuant to the Target Acquisition Documents. All loans or advances by the Borrower to the Purchaser shall be evidenced by an intercompany demand note, satisfactory in form and substance to the Lenders, which is pledged by the Borrower pursuant to the Pledge Agreement. (vii) Contemporaneously with the Closing Date, the Borrower shall have made arrangements, satisfactory to the Administrative Agent, for (A) the immediate termination of the DIP Facility (as defined in the Target Purchase Agreement), payment or prepayment of all borrowings and other accrued obligations thereunder, discharge or transfer to the Collateral Agent of all collateral security for the DIP Facility, and the replacement or support of any letters of credit issued thereunder by Letters of Credit issued hereunder; and (B) the payment or prepayment of all other borrowings and debt securities of the Sellers which are assumed by the Purchaser pursuant to the Target Acquisition Documents, and all accrued obligations thereunder. (viii) The Administrative Agent shall have received, in sufficient quantity for the Administrative Agent and the Lenders, a copy of the order entered by the United States Bankruptcy Court, District of Massachusetts, Eastern Division, including any amendments thereto or supplemental orders, approving the transactions contemplated by the Target Purchase Agreement; and such order and any such amendments or supplements shall be final and nonappealable and otherwise shall be satisfactory in form and substance to the Lenders, in their sole discretion.

Target Acquisition. In connection Prior to or substantially concurrently with the initial Borrowing hereunder, the following conditions relating to the Target Acquisition shall be satisfied: (i) The Borrower, acting through its Wholly-Owned Subsidiary, the Purchaser, shall have completed the Target Acquisition as contemplated by, and in accordance with the terms, conditions and provisions of, the Target Purchase Agreement and the other Target Acquisition Documents, copies of which definitive documentation shall have previously been furnished to the Lenders prior to the Effective Date, and there shall have been no waiver or modification of any material performance obligations of any Seller under any Target Acquisition Document, or any waiver or other modification of any material conditions to the obligations issuance of the Purchaser under the Target Purchase Agreement. (ii) Each of the Lenders shall be satisfied2018 Senior Notes, in its sole discretionif any, with (x) such "due diligence" review as it shall undertake with regard to the properties, business, operations and prospects of the businesses and assets to be acquired, and the liabilities to be assumed, in the Target Acquisition, the projected cost savings which the Borrower estimates it can realistically achieve for the acquired businesses, and Y2K computer compliance matters associated with the assimilation and operation of the acquired businesses, and (y) the terms of such definitive documentation. (iii) The Target Acquisition shall be consummated in compliance with all material legal requirements. Without limiting the generality of the foregoing, (1) all filings under the HSR Act (as defined in the Target Purchase Amended and Restated Credit Agreement) shall have been made and and/or any required waiting period borrowing under the HSR Act Bridge Facility, if any, (including any extensions thereof obtained by request or other action of any governmental authority) applicable to as defined in the Amended and Restated Credit Agreement), if applicable, on the Acquisition Closing Date, the Target Acquisition shall have expired or been earlier terminated transactions; and (2) the United States Bankruptcy Court for the District of Massachusetts shall have entered an order authorizing, among other things, the sale of the Purchased Assets to the Purchaser and the assignment of the Assigned Leases and Assumed Contracts to Purchaser, consummated in accordance with (and as such terms are defined in) the Target Purchase Agreement, and pursuant to, among others, sections 105, 363, 365 and 1146(c) of the Bankruptcy Code, and such order shall be satisfactory in form and substance to each of the Lenders. (iv) There shall have been no material changes in the terms of the Target Acquisition from Merger Agreement and the terms as reflected in Merger Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and neither the definitive Target Acquisition Documents previously delivered Parent nor any affiliate thereof shall have consented to any action which would require the consent of the Parent or such affiliate under the Merger Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the Lenders prior to the Effective Date, unless such changes shall have been approved by all interests of the Lenders. (v) Since December 31, 1999Lenders in any material respect, in any such case without the sole judgment prior written consent of the Co-Lead Arrangers, there has been no change in the assets, properties, condition, business, prospects or affairs of Filene's Basement Corp. and its Subsidiaries taken as a whole, or their properties and assets considered as an entirety, except for changes solely in the ordinary course of business, none of which, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect. (vi) Contemporaneously with the Closing Date, the Borrower shall have capitalized the Purchaser with equity of at least $5,000,000, and cash loans or advances of at least $30,000,000, which loans or advances represent proceeds of the initial Borrowing hereunder. The Purchaser shall have used such loans or advances to retire the DIP Facility and any other outstanding loans or debt securities of the Sellers which are assumed by the Purchaser pursuant to the Target Acquisition Documents. All loans or advances by the Borrower to the Purchaser shall be evidenced by an intercompany demand note, satisfactory in form and substance to the Lenders, which is pledged by the Borrower pursuant to the Pledge Agreement. (vii) Contemporaneously with the Closing Date, the Borrower shall have made arrangements, satisfactory to the Administrative Agent, for (A) the immediate termination of the DIP Facility Arrangers (as defined in the Target Purchase Amended and Restated Credit Agreement)) (such consent not to be unreasonably withheld) (it being understood and agreed that any alteration, payment supplement, amendment, modification, waiver or prepayment of all borrowings and other accrued obligations thereunder, discharge or transfer to consent that (a) decreases the Collateral Agent of all collateral security for the DIP Facility, and the replacement or support of any letters of credit issued thereunder by Letters of Credit issued hereunder; and (B) the payment or prepayment of all other borrowings and debt securities purchase price in respect of the Sellers which are assumed Target Acquisition by the Purchaser 10% or more other than purchase price adjustments pursuant to the express terms of the Merger Agreement shall be deemed to be adverse to the interests of the Lenders in a material respect, (b) any increase in the purchase price in respect of the Target Acquisition Documentsshall not be deemed to be adverse to the interests of the Lenders in any material respect, so long as such increase is funded solely by the issuance of the Parent of common equity, or (c) modifies the so-called “Xerox” provisions of the Merger Agreement providing protection with respect to exclusive jurisdiction, waiver of jury trial, liability caps and all accrued obligations thereunder. (viii) The Administrative Agent shall have received, in sufficient quantity third party beneficiary status for the Administrative Agent and the Lenders, a copy benefit of the order entered by Lenders (as defined in the United States Bankruptcy Court, District of Massachusetts, Eastern Division, including any amendments thereto or supplemental orders, approving the transactions contemplated by the Target Purchase Merger Agreement; ) and such order and any such amendments or supplements their respective affiliates shall be final and nonappealable and otherwise shall deemed to be satisfactory in form and substance adverse to the Lenders, interests of the Lenders in their sole discretiona material respect).