Common use of Conversion to Exit Facility Agreement Clause in Contracts

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Lender hereunder shall be a Lender under the Exit Facility Agreement and (iv) this Agreement shall terminate and be superseded and replaced in its entirety by, and deemed amended and restated in its entirety in the form of, the Exit Facility Agreement (with such changes and insertions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 Section 2.22 and as are required to complete the schedules to the Exit Facility Agreement or other agreements contemplated thereby; 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 Exit Facility Agreement if and to the extent so provided in the Confirmation Order. Each Lender 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 each such Lender and (ii) the Administrative Agent may execute and deliver the security documents contemplated by the Exit Facility Term Sheet. On the Conversion Date, the Administrative Agent shall transfer any amounts remaining in the DIP Accounts to an account designated by the Borrowers.

Conversion to Exit Facility Agreement. The Loans shall be repaid in cash in accordance with the terms hereunder; provided that, notwithstanding the foregoing, upon 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 SheetConversion Conditions set forth on Schedule 2.20, automatically and without any further consent or action required by the Administrative Agent, Agent or any Lender, or any other Secured Party, the Loans (a) each Loan and Letter of Credit hereunder shall be refinanced with loans deemed refinanced, replaced and issued as a Loan or Letter of Credit, as applicable, under the Exit Facility Agreement in accordance with the Exit Facility Term Sheet (the “Exit Conversion”). Upon the Exit ConversionAgreement, (ib) in connection therewith the Borrowers (or the entities assuming and/or acquiring directly or indirectly the operations and assets of the Borrowers Borrower, in the Acceptable Planits capacity as reorganized Hi-Crush Inc., and each Guarantor and each entity assuming the operations and assets of each Guarantor that is Guarantor, in its capacity as a Debtor in the Acceptable Planreorganized Debtor, to the extent such Person is required under the Exit Facility Term Sheet Agreement to continue to be a guarantor thereunder)in respect thereof, shall assume all obligations in respect of the Loans and Letters of Credit 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, (iiic) each Lender hereunder shall be a Lender under the Exit Facility Agreement and (ivd) this Agreement shall terminate and be superseded superseded, refunded, refinanced and replaced in its entirety by, and deemed amended and restated in its entirety substantially in the form of, the Exit Facility Agreement (with such changes and insertions thereto, as are reasonably satisfactory to the Administrative Agent Agent, the Lenders and the Borrower, Borrower thereto incorporated as necessary to make any such technical changes necessary to effectuate the intent of this Section 2.22 2.20 or otherwise), 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)Commitments hereunder shall terminate. Notwithstanding the foregoing, all obligations of the Borrowers Borrower and the Guarantors other Credit Parties to the Administrative Agent Agent, the Issuing Lenders and the Lenders under this Agreement and any other Loan Credit Document (except, for the avoidance of doubt, the Exit Facility Agreement) which are expressly stated in this Agreement or such other Loan Credit 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 Credit Parties, the Administrative Agent Agent, the Lenders and the Issuing 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 2.22 2.20 and as are required to complete the schedules Schedules to the Exit Facility Agreement or other agreements contemplated thereby; 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 Exit Facility Agreement if and to the extent so provided in the Confirmation Order. Each Lender 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 each such Lender and (ii) the Administrative Agent may execute and deliver the security documents contemplated by the Exit Facility Term Sheet. On the Conversion Date, the Administrative Agent shall transfer any amounts remaining in the DIP Accounts to an account designated by the Borrowers.

Conversion to Exit Facility Agreement. The Loans shall be repaid in cash in accordance with the terms hereunder; provided that, notwithstanding the foregoing, upon Upon the satisfaction or waiver by the Required Lenders Administrative Agent and each Lender of each of the conditions precedent to the Conversion Date set forth in the section entitled “Conditions to BorrowingsConversion” section of in the Exit Facility Term SheetSheet on or prior to the Maturity Date, automatically and without any further consent or action required by the Administrative Agent, any Lender, or any other Secured Lender 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 Loan Guarantor and each entity assuming the operations and assets of each Loan 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 Revolving Commitments, Loans and Letters of Credit hereunder and all other monetary obligations in respect hereof, (ii) each Loan and Letter of Credit hereunder shall be continued as and converted to a Loan or Letter of Credit 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 2.25), and to make any changes as required in each of the Revolving Commitments hereunder shall automatically be Revolving Commitments under the Exit Facility Term Sheet, including to increase the facility amount and give effect to any “last out” term loans)Agreement. Notwithstanding the foregoing, all obligations of the Borrowers and the Loan Guarantors to the Administrative Agent Agent, the Issuing Banks 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 Issuing 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 2.22 2.25 and as are required to complete the schedules to the Exit Facility Agreement or other agreements contemplated thereby; 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 Exit Facility Agreement if and to the extent so provided in the Confirmation Order. Each Lender and Issuing Bank 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 each such Lender and (ii) the Administrative Agent may execute and deliver the security documents contemplated by the Exit Facility Term Sheet. On the Conversion Date, the Administrative Agent shall transfer any amounts remaining in the DIP Accounts to an account designated by the Borrowers.

Conversion to Exit Facility Agreement. The Loans shall be repaid in cash in accordance with the terms hereunder; provided that, notwithstanding the foregoing, upon Upon the satisfaction or waiver by the Required Lenders of each of the conditions precedent to effectiveness set forth in the “Conditions to Borrowings” section of the Exit Facility Term SheetAgreement, automatically and without any further consent or action required by the Administrative Agent, Agent or any Lender, or any other Secured Party, the Loans (a) each Loan and Letter of Credit hereunder shall be refinanced with loans deemed refunded, refinanced, replaced and issued as a Loan and Letter of Credit under the Exit Facility Agreement in accordance with the Exit Facility Term Sheet (the “Exit Conversion”). Upon the Exit ConversionAgreement, (ib) in connection therewith the Borrowers (or the entities assuming and/or acquiring directly or indirectly the operations and assets of the Borrowers Borrower, in the Acceptable Planits capacity as reorganized Halcón Resources Corporation, and each Guarantor and each entity assuming the operations and assets of each Guarantor that is Guarantor, in its capacity as a Debtor in the Acceptable Planreorganized Debtor, to the extent such Person is required under the Exit Facility Term Sheet Agreement to continue to be a guarantor thereunder)in respect thereof, shall assume all obligations in respect of the Loans and Letters of Credit 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, (iiic) each Lender hereunder shall be a Lender under the Exit Facility Agreement and (ivd) this Agreement shall terminate and be superseded superseded, refunded, refinanced and replaced in its entirety by, and deemed amended and restated in its entirety substantially in the form of, the Exit Facility Agreement (with such changes and insertions thereto, as are reasonably satisfactory to the Administrative Agent Agent, the Lenders and the Borrower, Borrower thereto incorporated as necessary to make any such technical changes necessary to effectuate the intent of this Section 2.22 2.12 or otherwise), 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)Commitments hereunder shall terminate. Notwithstanding the foregoing, all obligations of the Borrowers Borrower and the Guarantors other Loan Parties to the Administrative Agent Agent, the Arrangers, the Issuing Bank and the Lenders under this Agreement and any other Loan Document (except, for the avoidance of doubt, the Exit Facility Agreement) 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 Issuing Bank 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 2.22 2.12 and as are required to complete the schedules Schedules to the Exit Facility Agreement or other agreements contemplated thereby; 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 Exit Facility Agreement if and to the extent so provided in the Confirmation Order. Each Lender 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 each such Lender and (ii) the Administrative Agent may execute and deliver the security documents contemplated by the Exit Facility Term Sheet. On the Conversion Date, the Administrative Agent shall transfer any amounts remaining in the DIP Accounts to an account designated by the Borrowers.

Conversion to Exit Facility Agreement. The Loans shall be repaid in cash in accordance with the terms hereunder; provided that, notwithstanding the foregoing, upon 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 SheetConversion Conditions set forth on Schedule 2.26, automatically and without any further consent or action required by the Administrative Agent, Agent or any Lender, or any other Secured Party, the Loans (a) each Letter of Credit hereunder shall be refinanced with loans deemed refinanced, replaced and issued as a Letter of Credit, as applicable, under the Exit Facility Agreement in accordance with the Exit Facility Term Sheet (the “Exit Conversion”). Upon the Exit ConversionAgreement, (ib) in connection therewith the Borrowers (or the entities assuming and/or acquiring directly or indirectly the operations and assets of the Borrowers Borrower, in the Acceptable Planits capacity as reorganized SESI, L.L.C., and each Guarantor and each entity assuming the operations and assets of each Guarantor that is Guarantor, in its capacity as a Debtor in the Acceptable Planreorganized debtor, to the extent such Person is required under the Exit Facility Term Sheet Agreement to continue to be a guarantor thereunder)in respect thereof, shall assume all obligations in respect of the Loans Letters of Credit 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, (iiic) each Lender hereunder shall be a Lender under the Exit Facility Agreement and (ivd) this Agreement shall terminate and be superseded superseded, refunded, refinanced and replaced in its entirety by, and deemed amended and restated in its entirety substantially in the form of, the Exit Facility Agreement (with such changes and insertions thereto, as are reasonably satisfactory to the Administrative Agent Agent, the Lenders and the Borrower, Borrower thereto incorporated as necessary to make any such technical changes necessary to effectuate the intent of this Section 2.22 2.26 or otherwise), 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)Commitments hereunder shall terminate. Notwithstanding the foregoing, all obligations of the Borrowers Borrower and the Guarantors other Loan Parties to the Administrative Agent Agent, the Issuing Lenders and the Lenders under this Agreement and any other Loan Document (except, for the avoidance of doubt, the Exit Facility Agreement) 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 Issuing 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 2.22 2.26 and as are required to complete the schedules Schedules to the Exit Facility Agreement or other agreements contemplated thereby; 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 Exit Facility Agreement if and to the extent so provided in the Confirmation Order. Each Lender 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 each such Lender and (ii) the Administrative Agent may execute and deliver the security documents contemplated by the Exit Facility Term Sheet. On the Conversion Date, the Administrative Agent shall transfer any amounts remaining in the DIP Accounts to an account designated by the Borrowers.

Conversion to Exit Facility Agreement. The Loans shall be repaid in cash in accordance with the terms hereunder; provided that, notwithstanding the foregoing, upon Upon the satisfaction or waiver by the Required Lenders of each of the conditions precedent to effectiveness set forth in the “Conditions to Borrowings” section Section 6 of the Exit Facility Term SheetAgreement, automatically and without any further consent or action required by the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers or 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 entity assuming and/or acquiring directly or indirectly the operations and assets of the Borrowers in the Acceptable PlanBorrower as reorganized TCEH, and each Guarantor that is not a TCEH Debtor and each entity assuming the operations and assets of each Guarantor that is a TCEH Debtor in the Acceptable Planas a reorganized TCEH Debtor, to the extent such Person is required under the Exit Facility Term Sheet Agreement 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, Borrower thereto incorporated as necessary to make any such technical changes necessary to effectuate the intent of this Section 2.22 2.17), and to make any changes as required in each of the Commitments hereunder shall automatically be Commitments under the Exit Facility Term Sheet, including to increase the facility amount and give effect to any “last out” term loans)Agreement. Notwithstanding the foregoing, all obligations of the Borrowers Borrower and the Guarantors to the Administrative Agent Agents, the Joint Lead Arrangers, the Letter of Credit Issuers and the Lenders under this Agreement and any other Loan Credit Document (except the Exit Facility Agreement) which are expressly stated in this Agreement or such other Loan Credit 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 Credit Parties, the Administrative Agent Agent, the Collateral Agent, the Lenders and the Lenders Letter of Credit 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 2.22 2.17 and as are required to complete the schedules Schedules to the Exit Facility Agreement or other agreements as contemplated therebyby Section 1.12 thereof; provided, however, that any such action by the Administrative Agent or Agent, the Collateral Agent, any of the Lenders or the Letter of Credit Issuers shall not be a condition precedent to the effectiveness of the Exit Facility Agreement if and to the extent so provided in the Confirmation Order. Each Lender 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 each such Lender and (ii) the Administrative Agent may execute and deliver the security documents contemplated by the Exit Facility Term Sheet. On the Conversion Date, the Administrative Agent shall transfer any amounts remaining in the DIP Accounts to an account designated by the Borrowers.be

Conversion to Exit Facility Agreement. The Loans 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 either (A) 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 (including, without limitation, an amendment to terminate the tranche B commitment thereunder) (the “Securitization”), shall be repaid in effect or (B) an alternative Relocation SPV Financing or other source of liquidity, in each case, replacing the Securitization (the “Alternative Financing”) shall be in effect, pursuant to terms in form and substance satisfactory to the Administrative Agent, and (ii) for the operation of the Loan Parties cash in accordance management system with the terms hereunder; provided 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, notwithstanding on and as of the foregoingdate of the conversion of the facilities provided for herein into the facilities provided for in the Exit Facility Agreement, upon (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 by the Required Lenders of each of the other conditions precedent to effectiveness set forth in the “Conditions to Borrowings” section of the Exit Facility Term SheetAgreement, then 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 Section 2.22 and as are required to complete the schedules to the Exit Facility Agreement or other agreements contemplated thereby; 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 Exit Facility Agreement if and to the extent so provided in the Confirmation Order. Each Lender 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 each such Lender and (ii) the Administrative Agent may execute and deliver the security documents contemplated by the Exit Facility Term Sheet. On the Conversion Date, the Administrative Agent shall transfer any amounts remaining in the DIP Accounts to an account designated by the Borrowers.Lender:

Conversion to Exit Facility Agreement. The Loans shall be repaid in cash in accordance with Subject to the terms hereunder; provided that, notwithstanding the foregoinglast sentence of this paragraph, upon the satisfaction or waiver by the Required Lenders each Lender of each of the conditions set forth in the “Conditions to Borrowings” section Annex I 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 Borrower (or the entities entity assuming and/or acquiring directly or indirectly the operations and assets of the Borrowers Borrower in the Acceptable Reorganization Plan, and each Guarantor and each entity assuming the operations and assets of each Guarantor that is a Debtor in the Acceptable Reorganization 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 and Letters of Credit hereunder and all other monetary obligations in respect hereof, (ii) each Loan and Letter of Credit hereunder shall be continued as and converted to a Loan or Letter of Credit 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 2.19), and to make any changes as required in each of the Commitments hereunder shall automatically be Commitments under the Exit Facility Term Sheet, including to increase the facility amount and give effect to any “last out” term loans)Agreement. Notwithstanding the foregoing, all obligations of the Borrowers Borrower and the Guarantors to the Administrative Agent Agent, the Collateral Agent, the Issuing Banks 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 Issuing 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 2.22 2.19 and as are required to complete the schedules to the Exit Facility Agreement or other agreements contemplated thereby; provided, however, that any such action by the Administrative Agent or Agent, any of the Lenders or the Issuing Banks shall not be a condition precedent to the effectiveness of the Exit Facility Agreement if and to the extent so provided in the Confirmation Order. Each Lender and Issuing Bank 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 each such Lender and Issuing Bank and (ii) the Administrative Collateral Agent may execute and deliver the security documents contemplated by the Exit Facility Term Sheet. On Notwithstanding the Conversion Dateforegoing, this Section 2.19 shall cease to apply (x) if the Commitments have been terminated or (y) if an Event of Default set forth in Section 7.01(h) occurs and within two (2) Business Days of such occurrence, the Administrative Agent shall transfer any amounts remaining Lenders have not agreed in their sole discretion in writing to extend such period or waive the DIP Accounts to an account designated by the Borrowersprovisions of this sentence.

Conversion to Exit Facility Agreement. The Loans shall be repaid in cash in accordance with the terms hereunder; provided that, notwithstanding the foregoing, upon Upon the satisfaction or waiver by the Required Lenders Administrative Agents and each Lender of each of the conditions precedent to the Conversion Date set forth in the section entitled “Conditions Precedent to BorrowingsConversion Date” section of in the Exit Facility Term SheetSheet on or prior to the Maturity Date, automatically and without any further consent or action required by the Administrative AgentAgents, any Lender, or any other Secured Lender 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 Loan Guarantor and each entity assuming the operations and assets of each Loan 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 Revolving Commitments, Loans and Letters of Credit hereunder and all other monetary obligations in respect hereof, (ii) each Loan and Letter of Credit hereunder shall be continued as and converted to a Loan or Letter of Credit 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 Agents and the Borrower, incorporated as necessary to make any technical changes necessary to effectuate the intent of this Section 2.22 2.23), and to make any changes as required in each of the Revolving Commitments hereunder shall automatically be Revolving Commitments under the Exit Facility Term Sheet, including to increase the facility amount and give effect to any “last out” term loans)Agreement. Notwithstanding the foregoing, all obligations of the Borrowers and the Loan Guarantors to the Administrative Agent Agents, the Issuing Banks 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 Agents, the Lenders and the Lenders Issuing Banks shall take such actions and execute and deliver such agreements, instruments or other documents as the Administrative Agent Agents may reasonably request to give effect to the provisions of this Section 2.22 2.23 and as are required to complete the schedules to the Exit Facility Agreement or other agreements contemplated thereby; provided, however, that any such action by the Administrative Agent or Agent, any of the Lenders or the Issuing Banks shall not be a condition precedent to the effectiveness of the Exit Facility Agreement if and to the extent so provided in the Confirmation Order. Each Lender and Issuing Bank 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 each such Lender and (ii) the Administrative Agent Agents may execute and deliver the security documents and intercreditor agreement contemplated by the Exit Facility Term Sheet. On the Conversion Date, the Administrative Agent shall transfer any amounts remaining in the DIP Accounts to an account designated by the Borrowers.