Conversion to Exit Facility Agreement. The Loans shall be repaid in cash in accordance with the terms hereunder; provided that, notwithstanding the foregoing, upon the satisfaction or waiver by the Required Lenders of each of the conditions set forth in the “Conditions to Borrowings” section of the Exit Facility Term Sheet, automatically and without any further consent or action required by the Administrative Agent, any Lender, or any other Secured Party, the Loans shall be refinanced with loans under the Exit Facility Agreement in accordance with the Exit Facility Term Sheet (the “Exit Conversion”). Upon the Exit Conversion, (i) the Borrowers (or the entities assuming and/or acquiring directly or indirectly the operations and assets of the Borrowers in the Acceptable Plan, and each Guarantor and each entity assuming the operations and assets of each Guarantor that is a Debtor in the Acceptable Plan, to the extent such Person is required under the Exit Facility Term Sheet to continue to be a guarantor thereunder), shall assume all obligations in respect of the Loans hereunder and all other monetary obligations in respect hereof, (ii) each Loan hereunder shall be continued as and converted to a Loan under the Exit Facility Agreement, (iii) each Lender hereunder shall be a Lender under the Exit Facility Agreement and (iv) this Agreement shall terminate and be superseded and replaced in its entirety by, and deemed amended and restated in its entirety in the form of, the Exit Facility Agreement (with such changes and insertions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 2.22 and to make any changes as required in the Exit Facility Term Sheet, including to increase the facility amount and give effect to any “last out” term loans). Notwithstanding the foregoing, all obligations of the Borrowers and the Guarantors to the Administrative Agent 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 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 ...
Conversion to Exit Facility Agreement. Upon (a) the Administrative Agent’s satisfaction that Holding and its Subsidiaries, as applicable, shall have made arrangements satisfactory to the Administrative Agent [(i) that the Relocation SPV Financing with LaSalle Bank, N.A. as agent for the receivables purchase program maintained through SIRVA Relocation Credit, LLC as the same may have been modified prior to the Petition Date, shall continue following the Effective Date, (ii) that the Relocation SPV Financings with Washington Mutual Bank and Colonial Bank, N.A., as lenders to SIRVA Mortgage Inc., shall continue to operate following the Effective Date as such financings were operating on the Petition Date] [NOTE: DETAILS TO BE CONFIRMED], and (iii) for the operation of the Loan Parties cash management system with the Cash Management Banks (or replacement institutions) following the Effective Date, (b) the delivery by the Borrower to the Administrative of a certificate of a Responsible Officer of the Borrower stating that, on and as of the date of the conversion of the facilities provided for herein into the facilities provided for in the Exit Facility Agreement, (x) each of the representations and warranties made by any Loan Party pursuant to this Agreement or any other Loan Document (or in any amendment, modification or supplement hereto or thereto) to which it is a party, and each of the representations and warranties contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this Agreement or any other Loan Document, shall be true and correct in all material respects on and as of such date as if made on and as of such date, except to the extent that such representations and warranties relate to a particular date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date, and (y) no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the conversion to be made on such date, and (c) the satisfaction or waiver of the other conditions precedent to effectiveness set forth in the Exit Facility Agreement, then automatically and without any further consent or action required by the Administrative Agent or any Lender:
