Permanent Refinancing Clause Samples

Permanent Refinancing. (a) On the Interim Loan Conversion Date: (i) all outstanding Senior Interim Cash Pay Loans shall be converted into term loans (each, a “Senior Cash Pay Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of such Senior Interim Cash Pay Loans, in each case to the extent such Loans are not repaid in whole or in part in cash on or prior to such date; and (ii) all outstanding Senior Interim PIK Loans shall be converted into term loans (each, a “Senior PIK Term Loan”) having an aggregate principal amount equal to the unpaid principal amount of such Senior Interim PIK Loans, in each case to the extent such Loans are not repaid in whole or in part in cash on or prior to such date. (i) On the fifteenth (15th) day of each calendar month (each, an “Exchange Date”), or if such day is not a Business Day, the preceding Business Day, on or after the Interim Loan Conversion Date, at the option of the applicable Lender, (A) the Senior Cash Pay Term Loans may be exchanged in whole or in part for one or more Senior Cash Pay Notes having an aggregate principal amount equal to the unpaid principal amount of such Senior Cash Pay Term Loans and (B) the Senior PIK Term Loans may be exchanged in whole or in part for one or more Senior PIK Notes having an aggregate principal amount equal to the unpaid principal amount of such Senior PIK Term Loans; provided, however, that the Borrower shall not be required to issue Senior Cash Pay Notes or Senior PIK Notes, as the case may be, until the Borrower shall have received requests to issue at least $150,000,000 in aggregate principal amount of Senior Notes and that the amount of Term Loans exchanged for Senior Notes must be in excess of $1,000,000 in principal amount. (ii) Such Lender shall provide the Borrower prior irrevocable written notice of such election (each such notice, an “Exchange Notice”), substantially in the form of Exhibit D-1 or Exhibit D-2, as applicable, at least five Business Days prior to the date of exchange. The Exchange Notice shall specify the principal amount of Senior Term Loans to be exchanged and, subject to the terms of the Senior Refinancing Indenture or the Senior Take-out Notes Indenture (as the case may be), the name of the proposed registered holder and the amount of each Senior Note requested. Senior Term Loans exchanged for Senior Notes pursuant to this Section 2.14 shall be deemed repaid and canceled, and the Senior Notes so issued shall be governed by and construed i...