Common use of Conversion to Exit Facility Clause in Contracts

Conversion to Exit Facility. Upon the satisfaction or waiver by the requisite parties of the conditions precedent set forth in Section 5 of the Exit Credit Agreement, automatically and without any further consent or action required by the Administrative Agent, any Lender or any Loan Party, (i) the Borrower, in its capacity as reorganized ▇▇▇▇ Corporation, and each Guarantor, in its capacity as a reorganized Debtor, to the extent such Person is required under the Exit Credit Agreement to continue to be a guarantor of the Exit Facility, shall assume all Obligations in respect of the Loans hereunder and all other monetary obligations in respect hereof, (ii) each outstanding Loan hereunder shall be continued as an Exit Loan (as defined in the Exit Credit Agreement) under the Exit Facility, (iii) each Lender hereunder shall be a Lender (as defined in the Exit Credit Agreement) under the Exit Facility, (iv) accrued and unpaid interest on the Loans shall be payable in cash on the Effective Date and (v) this Agreement and the Loan Documents shall be superseded and replaced by the Exit Facility Documentation. Each of the Loan Parties, the Administrative Agent and the Lenders shall take such actions and execute and deliver such agreements, instruments or other documents as the Administrative Agent may reasonably request to give effect to the provisions of this Section 2.24 and as are required to complete the Schedules to the Exit Facility Documentation; provided, however, that any such action by the Administrative Agent or any of the Lenders shall not be a condition precedent to the effectiveness of the provisions of this Section 2.24.

Conversion to Exit Facility. Upon the satisfaction or waiver by the requisite parties of the conditions precedent to effectiveness set forth in Section 5 Annex I of the Exit Credit AgreementFacility Term Sheet, automatically and without any further consent or action required by the Administrative Agent, any Lender Lender, or any Loan other Secured Party, (i) the each Borrower (or, with respect to each Borrower, the entity assuming the operations and assets of such Borrower in its capacity as reorganized ▇▇▇▇ Corporationthe Acceptable Reorganization Plan, and each Guarantor, Guarantor and each entity assuming the operations and assets of each Guarantor that is a Debtor in its capacity as a reorganized Debtorthe Acceptable Reorganization Plan, to the extent such Person is required under the Exit Credit Agreement Facility Term Sheet to continue to be a guarantor of the Exit Facilitythereunder), shall assume all Obligations obligations in respect of the Loans and Letters of Credit hereunder and all other monetary obligations in respect hereof, (ii) each outstanding Revolving Credit Loan and Letter of Credit hereunder shall be continued as an Exit a Revolving Credit Loan (as defined in the Exit or Letter of Credit Agreement) under the Exit FacilityFacility Agreement, (iii) each Revolving Credit Lender hereunder shall be a Revolving Credit Lender (as defined in the Exit Credit Agreement) under the Exit Facility, Facility Agreement and (iv) accrued and unpaid interest on the Loans shall be payable in cash on the Effective Date and (v) this Agreement shall terminate and the Loan Documents shall be superseded and replaced by in its entirety by, and deemed amended and restated in its entirety in the form of, the Exit Facility DocumentationAgreement (with such changes and insertions thereto, as are reasonably satisfactory to the Administrative Agent and the Borrower, incorporated as necessary to make any technical changes necessary to effectuate the intent of this Section 2.18), and each of the Revolving Credit Commitments hereunder shall automatically be Revolving Credit Commitments under the Exit Facility Agreement. Notwithstanding the foregoing, all obligations of the Borrower and the Guarantors to the Agents, the L/C Issuers and the Lenders under this Agreement and any other Loan Document which are expressly stated in this Agreement or such other Loan Document as surviving such agreement’s termination shall, as so specified, survive without prejudice and remain in full force and effect. Each of the Loan Parties, the Administrative Agent Agent, the Lenders and the Lenders L/C Issuers shall take such actions and execute and deliver such agreements, instruments or other documents as the Administrative Agent may reasonably request to give effect to the provisions of this Section 2.24 2.18 and as are required to complete the Schedules schedules to the Exit Facility DocumentationAgreement or other agreements contemplated thereby; provided, however, that any such action by the Administrative Agent or Agent, any of the Lenders or the L/C Issuers shall not be a condition precedent to the effectiveness of the provisions Exit Facility Agreement if and to the extent so provided in the Confirmation Order. Each Revolving Credit Lender and L/C Issuer party hereto hereby agrees that, on the Conversion Date, (i) the Administrative Agent (in its capacity as Administrative Agent under the Exit Facility Agreement) may execute and deliver the Exit Facility Agreement (and any guaranty contemplated thereby) on its own behalf and on behalf of this Section 2.24each such Lender and L/C Issuer and (ii) the Collateral Agent execute and deliver the security documents contemplated by the Exit Facility Term Sheet.

Conversion to Exit Facility. Upon the satisfaction or waiver by the requisite parties Requisite Banks of the conditions precedent set forth in Section 5 3.1 of the Exit Credit Agreement, automatically and without any further consent or action required by the Administrative Agent, any Lender Bank or any Loan Credit Party, (i) the Borrower, in its capacity as reorganized ▇▇▇▇ CorporationXerium Technologies, and Inc., each Guarantor, in its respective capacity as a reorganized Debtor, to and the extent such Person is required Exit Borrowers and Exit Guarantor (other than the aforementioned reorganized Borrower and reorganized Guarantor) and the other Borrowers under the Exit Credit Agreement to continue to be a guarantor of the Exit Facility, shall assume all Obligations in respect of the Loans hereunder and all other monetary obligations in respect hereof, (ii) the Borrower shall cause the Exit Borrowers and Exit Guarantors to execute the Exit Credit Agreement, the agreements and instruments listed on Schedule 2.25 (which shall be in form and substance reasonably satisfactory to the Administrative Agent) and all other Exit Credit Documents, (iii) each outstanding Term Loan hereunder shall be continued as an Exit a Term Loan (as defined in the Exit Credit Agreement) under the Exit Facility, (iii) each Lender hereunder shall be a Lender (as defined in the Exit Credit Agreement) under the Exit Facility, (iv) accrued and unpaid interest on the Loans each outstanding Revolving Loan hereunder shall be payable continued as a Revolving Loan (as defined in cash on the Effective Date Exit Credit Agreement), (v) each Bank hereunder shall be a Bank (as defined in the Exit Credit Agreement) under the Exit Facility, (vi) each of the Letters of Credit (including the Existing Letters of Credit) shall be continued as Letters of Credit (as defined in the Exit Credit Agreement), and (vvii) this Agreement and the Loan Credit Documents shall be superseded and replaced by the Exit Facility DocumentationCredit Documents. Each of the Loan Credit Parties, the Administrative Agent Agent, the Issuing Bank and the Lenders Banks shall take such actions and execute and deliver such agreements, instruments or other documents as the Administrative Agent may reasonably request to give effect to the provisions of this Section 2.24 2.25 and as are required to complete the Schedules to the Exit Facility Credit Documentation; provided, however, that any such action by the Administrative Agent or any of the Lenders Banks shall not be a condition precedent to the effectiveness of the provisions of this Section 2.242.25.