Exit Conversion Clause Samples

Exit Conversion. Upon consummation of an Acceptable Plan of Reorganization, on the Plan Effective Date, so long as (a) no Default or Event of Default has occurred and is continuing, including, without limitation, of any payment or prepayment obligations hereunder and (b)(i) the Restructuring Support Agreement has not terminated with respect to the Consenting Senior Noteholders and no default exists thereunder that would permit the Required Consenting Senior Noteholders to terminate the Restructuring Support Agreement on such date or after the giving of notice, the lapse of time, or both, and such default has not been otherwise waived in accordance with the Restructuring Support Agreement, provided that the condition set forth in the foregoing clause (b)(i) shall not fail to have been satisfied to the extent the Company Parties terminate the Restructuring Support Agreement as to a Non-Supporting Senior Noteholder so long as the Consenting Senior Noteholders (excluding any Non-Supporting Senior Noteholders as to which the Restructuring Support Agreement has been terminated) continue to hold or control at least two-thirds in principal amount of the then-outstanding principal amount of the Senior Notes, each Lender severally and not jointly, agrees (i) that the principal amount of the Obligations outstanding (including the amount of the Upfront Payment and the Repayment Premium) at such time shall be deemed repaid and converted through the issuance of term loans under the Exit Credit Agreement on a dollar-for-dollar basis, and (ii) to provide the portion of the new money $10,000,000 incremental exit loans under the Exit Credit Agreement as specified in the Restructuring Support Agreement, in each case, subject to the terms and conditions set forth in and otherwise in accordance with, the Restructuring Support Agreement and such Acceptable Plan of Reorganization (the “Exit Conversion”); provided that, for the avoidance of doubt, the outstanding amount of interest on the Plan Effective Date, all fees and expenses of the DIP Secured Parties payable pursuant to the Loan Documents and all indemnification obligations (solely to the extent due and payable as of the Plan Effective Date in cash on the Plan Effective Date) shall be paid in full in cash on such date.