(a) Effective upon the consummation of the Acquisition, each of the Administrative Agent, the Borrower and the Servicer hereby agree that from and after the date of the Acquisition, a Change of Control solely with respect to Parent shall be deemed to have occurred under and for all purposes of the Loan Agreement in the event that (i) a Change of Control with respect to New Parent occurs or (ii) Parent ceases to be a wholly owned subsidiary of New Parent, provided that a merger of Parent with or into a subsidiary of New Parent shall not be considered a Change of Control so long as Parent remains a direct or indirect wholly owned subsidiary of New Parent.