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. 3738 SECTION 1.05.
Cashless Roll o to exchange 100% of the outstanding principal amount of the Series D-1 Tranche B Term Loans held by such Lender into Series D-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. 45 Section 1.10.Permitted Affiliate Parent; Affiliate Subsidiary. 45 Section 1.11.Divisions. 45
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.
(b) Notwithstanding anything in the Existing Credit Agreement or the Credit Agreement to the contrary, the Administrative Agent and each New Term Loan Lender hereby acknowledge and agree that the cashless prepayment by the Borrower of Existing Term Loans held by each Cashless Option Lender through the issuance by the Borrower to such Cashless Option Lender of Second Incremental Term Loans in the same aggregate principal amount as the outstanding principal amount of such Cashless Option Lender’s Existing Term Loans that the Borrower has approved for prepayment by exchange for Second Incremental Term Loans shall conclusively be deemed to have been made in accordance with Existing Credit Agreement and the Credit Agreement, including without limitation the definition of “Rollover Indebtedness” and subsection 3.4(h) thereof.
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. Notwithstanding anything to the contrary contained in this Amendment or in any other Loan Document, the Lenders party hereto hereby agree, to the extent that any Lender replaces, renews or refinances, any of its Existing Term Loans as Replacement Term Loans, to the extent such replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment be made “in Dollars”, “in immediately available funds”, “in cash” or any other similar requirement.
