Exit Fee COC Transaction definition
Exit Fee COC Transaction means an Exit Fee Event (a) that occurs in connection with a transaction that results in (i) a Change in Control under clause (a) of the definition of “Change in Control” or (ii) the sale of all or substantially all of the assets of the Borrower and the Subsidiaries, on a consolidated basis, and (b) with respect to which the Borrower has paid (i) to the Administrative Agent and the Lenders, all Obligations (other than contingent indemnification Obligations for which no claim has been made) under the Loan Documents in cash and (ii) to the Warrant Holders, in cash (solely as consideration for the Warrants, and in addition to any amount paid by the Borrower under this Agreement or any other Loan Document) an amount equal to at least the aggregate amount of all Loans extended by the Lenders under this Agreement on or prior to such Exit Fee Event (without giving effect to any repayment or prepayment of any Loans hereunder or the Upfront Fees or any other amounts off-set against any Loans).