Exit Facility Refinancing; Conversion Date Transactions Sample Clauses

Exit Facility Refinancing; Conversion Date Transactions. Subject to the last sentence of this paragraph, upon the satisfaction, or waiver by the Required Lenders, of each of the conditions set forth in Exhibit G (the date of such satisfaction or waiver, the “Conversion Date”), automatically and without any further consent or action required by the Administrative Agent, the Collateral Agent, any Lender, or any other Secured Party, (i) the Company and each other Debtor that is a Domestic Subsidiary (other than Impexa) shall be deemed to have assumed all obligations in respect of the Term Loans hereunder and all other monetary obligations in respect hereof, (ii) each Term Loan hereunder shall be continued as a term loan under the Exit Facility with the Company as the sole borrower thereto, (iii) each Lender hereunder on the Conversion Date shall be a lender under the Exit Facility, (iv) this Agreement shall terminate and be superseded and replaced and amended and restated in its entirety by the Exit Facility Credit Agreement and (v) each of the Foreign Guaranty and the Foreign Security Agreement, together with all guarantees, security interests and Liens provided thereunder by any Foreign Credit Party and filings or recordations made in respect thereof, shall be released. Notwithstanding the foregoing, all obligations of the Company and the other Loan Parties to the Agents 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 Agents (acting at the direction of the Required Lenders) and the Lenders shall take such actions and execute and deliver such agreements, instruments or other documents reasonably required to give effect to the provisions of this Section 2.23 and as are required to enter into the Exit Facility Credit Agreement and the other agreements contemplated thereby. Notwithstanding the foregoing, this Section 2.23 shall cease to apply if the Termination Date (other than as a result of the consummation of a Chapter 11 Plan pursuant to clause (b) of the definition thereof if such Chapter 11 Plan has been confirmed by the Confirmation Order) occurs.