Consent Termination Event

Consent Termination Event. The occurrence of any of the following events unless waived in writing by the Administrative Agent in its sole discretion: (i) the existence of an Event of Default under the Credit Agreement (other than any Event of Default arising solely due to a Change of Control occurring as a result of the Restructuring Transaction) or any of the other Loan Documents that has not been waived in writing and the delivery of a written notice by the Administrative Agent to the Borrower that the Administrative... Agent has terminated this Consent; (ii) the failure of Borrower or any other Loan Party to timely comply with the Consent Milestones or any other terms of this Consent and the delivery of a written notice by the Administrative Agent to the Borrower that the Administrative Agent has terminated this Consent; (iii) the failure by the Loan Parties to promptly, but in the time periods outlined in the Merger Agreement, take such steps as are necessary to consummate the Restructuring Transaction, including, without limitation, the filing of a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer, in form and substance reasonably satisfactory to the Administrative Agent, with the Securities and Exchange Commission and the filing of the Declaration (as defined in the Merger Agreement) with CFIUS (as defined in the Merger Agreement); (iv) the amendment or modification of the Merger Agreement after the date hereof, without the written consent of the Administrative Agent, in a manner that is materially adverse to the Administrative Agent or Consenting Lenders, which for purposes of this clause shall include any amendment or modification that would result in an increase to the Offer Price (as defined in the Merger Agreement as in effect on the date hereof); (v) the material amendment or modification of the form of disclosure delivered to the Administrative Agent in accordance with Section 4(d) (except for any modification required by law (including, without limitation, modifications made at the request of the Securities and Exchange Commission) or court order) hereof and the delivery of a written notice by the Administrative Agent to the Borrower that the Administrative Agent has terminated this Consent; (vi) failure to satisfy the Minimum Condition (as defined in the Merger Agreement) prior to the Expiration Time (as defined in the Merger Agreement); and (vii) the termination of the Merger Agreement by any party thereto. View More