Cashless Roll. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.
Cashless Roll. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the applicable Borrowers, the Administrative Agent and such Lender, and any such exchange, continuation or rollover shall be deemed to comply with any requirement hereunder or under any other Loan Document that any payment be made “in Dollars” (or the relevant Available Currency), “in immediately available funds”, “in cash” or any other similar requirements.
Cashless Roll. Any New Term Loan Lender that is an Initial Term Loan Lender prior to the Effective Date (“Existing Term Loan Lenders”) may elect for a “cashless roll” of all (or such lesser amount as the Lead Arrangers may allocate), of its Initial Term Loans outstanding immediately prior to the Effective Date (the “Existing Term Loans”) by indicating such election on its signature page hereto (such electing New Term Loan Lenders, the “Rollover Lenders”). It is understood and agreed that (i) simultaneously with the making of New Term Loans by each Rollover Lender and the payment to such Rollover Lender of all accrued and unpaid interest and other amounts in respect of such Rollover Amount (as defined below), all (or such lesser amount as the Lead Arrangers may allocate) of the Existing Term Loans held by such Rollover Lender (the “Rollover Amount”) shall be deemed to be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a New Term Loan in an aggregate principal amount equal to such Rollover Lender’s Rollover Amount and (ii) no Rollover Lender shall receive any prepayment being made to other Existing Term Loan Lenders holding Existing Term Loans from the proceeds of the New Term Loans to the extent of such Rollover Lender’s Rollover Amount. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Rollover Lender hereby waives any rights or claims to indemnification pursuant to Section 2.10 of the Credit Agreement in respect of its Rollover Amount. By electing to consummate a “cashless roll”, each Rollover Lender shall also be granting a consent to approve the amendments contemplated hereby.
Cashless Roll. 39 Section 1.09
Cashless Roll. 45 Section 1.10.Permitted Affiliate Parent; Affiliate Subsidiary. 45 Section 1.11.Divisions. 45
Cashless Roll o to exchange 100% of the outstanding principal amount of the Series C-1 Tranche B Term Loans held by such Lender into Series C-2 Tranche B Term Loans in a like principal amount on a dollar for dollar basis.
Cashless Roll o to have 100% of the outstanding principal amount of the Series D-1 Tranche B Term Loans held by such Lender prepaid on the Amendment No. 7 Effective Date (as defined in Amendment No. 7) and purchase by assignment, on or promptly after the Amendment No. 7 Effective Date pursuant to procedures specified by the Administrative Agent, a like principal amount on a dollar for dollar basis of Series D-2 Tranche B Term Loans.
Cashless Roll. (a) Upon giving effect to the amendments to the Existing Credit Agreement effected pursuant to Section 3 hereof, each Cashless Option Lender’s Existing Term Loans that have been approved by the Borrower for prepayment by exchange for Second Incremental Term Loans (such Existing Term Loans, “Approved Exchange Loans”) shall be exchanged for Second Incremental Term Loans in the same aggregate principal amount as the outstanding principal amount of such Cashless Option Lender’s Approved Exchange Loans.
Cashless Roll. Stronghold Digital Mining Equipment, LLC’s obligations owed to Whitehawk Finance LLC under that certain Financing Agreement dated June 30, 2021 and related equipment schedules and Holdings and Borrower’s guaranty of such obligations, in each case, shall be deemed paid by rolling them into this Agreement as a cashless roll into the Initial Term Loan and shall become the Loan Parties’ Obligations hereunder and the other Loan Documents and shall be secured by the security interests granted by the Loan Parties in favor of the Collateral Agent under the Loan Documents and all of the terms, conditions, provisions, agreements, requirements, promises, obligations, duties, covenants and representations of the Loan Parties under such documents and agreements entered into with respect to the Obligations under this Agreement and the other Loan Documents. Other than with respect to the guaranty of Holdings of such obligations (the “Existing Holdings Guaranty”) and the Negative Pledge Agreement among Stronghold Digital Mining Equipment, LLC, Whitehawk Finance LLC, Scrubgrass Reclamation Company, L.P. and Panther Creek Operating, LLC dated as of March 28, 2022 (the “Negative Pledge Agreement”), such obligations and guaranties and security interests granted in respect thereof are hereby reaffirmed. Notwithstanding the foregoing, the Existing Holdings Guaranty is hereby replaced in its entirety by the guaranty hereunder and the Negative Pledge Agreement is terminated in its entirety, except that grants of Holdings guaranties of the Obligations and security interest in the Collateral, including the Projects are as provided in the Loan Documents.
Cashless Roll. The parties hereto hereby acknowledge that Revolving Loans (under and as defined in the Existing Credit Agreement (collectively, the “Existing Loans”)) are outstanding as of the Effective Date. The parties hereto agree that concurrently with the satisfaction of the requirements of Section 4.01 on the Effective Date, the Existing Loans shall irrevocably be deemed to be repaid under the Existing Credit Agreement and reborrowed as Revolving Loans issued hereunder and shall be reallocated so that after giving effect thereto the applicable Lenders party hereto share ratably in the applicable Revolving Exposure of all Lenders at such time. The Administrative Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s Revolving Exposure under the Existing Credit Agreement as are necessary in order to provide that each such Lender’s Revolving Exposure and outstanding Revolving Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding aggregate Revolving Exposures on the Effective Date and the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by each such Lender in connection with the sale and assignment of any Eurodollar Loans (including the “Eurodollar Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 2.16 hereof.
