Roll-Up Loans. Subject to the terms and conditions set forth herein and in the DIP Order, (i) upon entry of the Interim DIP Order, a portion of the Pre-Petition Secured Loans held by the Pre-Petition Lenders which are also Lenders (or Affiliates of Lenders) hereunder shall be automatically substituted and exchanged for (and repaid by) loans hereunder in an aggregate principal amount equal to $240,000,000, constituting for each Lender $2.00 of Pre-Petition Secured Loans of such Lender (or its Affiliate) for each $1.00 of such Lender’s Applicable Percentage of the Interim New Money Cap (the “Interim Roll-Up Loans”), and such Interim Roll-Up Loans shall be deemed funded on the Effective Date, and shall constitute and be deemed to be Loans hereunder as of such date, and (ii) upon the Final DIP Order Entry Date, a portion of the Pre-Petition Secured Loans held by the Pre-Petition Lenders which are also Lenders (or Affiliates of Lenders) hereunder shall be automatically substituted and exchanged for (and repaid by) loans hereunder in an aggregate principal amount equal to the Final Roll-Up Loan Amount, constituting for each Lender $2.00 of Pre-Petition Secured Loans of such Lender (or its Affiliate) for each $1.00 of such Lender’s Applicable Percentage of an amount equal to the difference between the New Money Facility and the Interim New Money Cap (the “Final Roll-Up Loans”, and together with the Interim Roll-Up Loans, collectively, “Roll-Up Loans”), and such Final Roll-Up Loans shall be deemed funded on the Final DIP Order Entry Date, and shall constitute and shall be deemed to be Loans for all purposes hereunder and under the other Loan Documents as of such date. Without limiting the foregoing, such Roll-Up Loans shall be allocated among the Lenders based on each Lender’s Applicable Percentage, in each case without constituting a novation or satisfaction of the exchanged Pre-Petition Secured Loans. The parties hereto acknowledge and agree that, upon entry of the Interim DIP Order, any accrued and unpaid interest (other than, for the avoidance of doubt, the Specified Default Interest) and fees due as of the date of the Interim DIP Order in respect of, and as a result of, the Pre-Petition Secured Indebtedness shall be rolled into the DIP Facility and deemed to constitute Indebtedness.
Roll-Up Loans. (i) The Bankruptcy Court does not approve on the date of the entry of the Final Financing Order, or any determination is made by the Bankruptcy Court at any time that it will not approve the “roll-up” of (x) the entire amount of the Prepetition First Lien Obligations in a manner and on terms satisfactory to the Required Tranche A Lenders and in accordance with Section 2.01(e)(i) or (y) the Prepetition Second Lien Loans and the Prepetition Second Lien Notes in an aggregate principal amount equal to $350,000,000 in a manner and on terms satisfactory to the Required Tranche B Lenders and in accordance with Section 2.01(e)(ii).
Roll-Up Loans. The Roll-Up Lenders agree that the amounts and allocations of Roll-Up Loans set forth in the Roll-Up Register shall be conclusive and binding on them under all circumstances and release and hold harmless the Administrative Agent for any actions or inactions taken by it in reliance on the Roll-Up Register or in reliance on such Lender’s status as a Roll-Up Lender (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein). For purposes of ascertaining the Roll-Up Date, the Administrative Agent may require and rely conclusively on information provided for such purpose by the DIP Term Loan Agent.
Roll-Up Loans. (i) (A) Subject to the terms and applicable conditions set forth herein and in the Financing Orders, an aggregate principal amount of L/C-BA Borrowings (as defined in the Prepetition First Lien Credit Agreement) incurred by the Borrower (as defined in the Prepetition First Lien Credit Agreement) (whether prior to or after the Petition Date)prior to the Petition Date as a result of draws under Prepetition Drawn Letters of Credit, including the related L/C-BA Advances (as defined in the Prepetition First Lien Credit Agreement) held by (or, in respect of such L/C-BA Borrowings, participated in) each Tranche A-1 Roll-Up Lender equal to such Tranche A-1 Roll-Up Lender’s Tranche A-1 Roll-Up Dollar Amount is, as of the date of entry of the Final Financing Order, substituted and exchanged for (and prepaid by) and deemed to be Loans hereunder held by (and owing by the Borrower to) the Tranche A-1 Roll-Up Lenders (the “Tranche A-1 Roll-Up Loans”) in an aggregate principal amount for each such Tranche A-1 Roll-Up Lender equal to such Tranche A-1 Roll-Up Lender’s Tranche A-1
Roll-Up Loans. Subject to the terms and conditions set forth in this Agreement and the Interim DIP Order, effective immediately upon Closing Date and without any further action by any party to this Agreement or the other Loan Documents, the Bankruptcy Court or any other Person, Prepetition Loans in an aggregate amount equal to $3,000,000 shall be automatically deemed (on a cashless dollar-for-dollar basis) to constitute Loans under this Agreement (“Roll-Up Loans”), which Roll-Up Loans shall be due and payable in accordance with the terms and conditions set forth in this Agreement. Upon the foregoing Roll-Up, the outstanding principal balance of the Prepetition Loans shall be automatically and irrevocably deemed reduced by the amount of Lender’s Roll-Up Loan. Roll-Up Loans repaid or prepaid may not be reborrowed.
Roll-Up Loans. On the Closing Date, concurrently with the making of the New Money Loans pursuant to Section 2.1(b) above, the Lenders shall be deemed to have converted and exchanged Existing Loans for Roll-Up Loans in an aggregate principal amount equal to five times the amount of New Money Loans funded on the Closing Date, and all such Roll-Up Loans shall be deemed funded on the Closing Date (such Roll-Up Loans, the “Closing Date Roll-Up Loans”), without constituting a novation, and each Lender hereunder shall be deemed to have converted and exchanged an aggregate principal amount of Existing Loans equal to the principal amount of the Closing Date Roll-Up Loans deemed made by such Lender (the Existing Loans rolled-up pursuant to this Section 2.01(b), the “Rolled-Up Pre-Petition Loans” and, the Existing Loans that are not Rolled- Up Pre-Petition Loans, the “Remaining Pre-Petition Loans”), and such conversion and exchange shall satisfy and discharge an aggregate principal amount of Rolled-Up Pre- Petition Loans equal to the amount of the Closing Date Roll-Up Loans.
Roll-Up Loans. The parties hereto hereby agree that: (a) each Priority Lender shall be entitled to select three dollars of its Existing Obligations to be designated as Roll-Up Loans for each dollar of Priority Commitment committed by such Priority Lender as of the Effective Date; (b) interest capitalized on Roll-Up Loans in accordance with the terms of the Operative Documents shall increase the principal amount of such Roll-Up Loans in respect of which interest was capitalized; (c) any assignment of Priority Commitments and/or Priority Loans under the Priority Credit Agreement shall adjust the Roll-Up Loans held by the assigning Priority Lender and the purchasing Priority Lender as set forth in Schedule I to the Assignment and Acceptance (as defined in the Priority Credit Agreement) executed in connection with such assignment; (d) if a Creditor-Provided DIP Facility is executed as contemplated under Section 10.06 of this Agreement and, pursuant to such DIP Facility the DIP Lenders are permitted to identify certain Residual Obligations to be treated as Roll-Up Loans hereunder, such amounts shall be treated as Roll-Up Loans hereunder; (e) if a Creditor-Provided DIP Facility described in the foregoing clause (d) is in effect, then any assignment of commitments and/or loans under such DIP Facility shall adjust the Roll-Up Loans held by the assigning DIP Lender and purchasing DIP Lender as identified in the instrument of assignment giving effect to such assignment; and (f) Roll-Up Loans and Residual Loans are to be designated after giving effect to the payments contemplated pursuant to Section 13.05(d) of this Agreement to be made on the Effective Date.
Roll-Up Loans. Interest on any Roll-Up Loan (all of which shall be paid in kind and added to the principal amount of the Roll-Up Loan) will be payable by the Borrower on the last Business Day of each fiscal month, at a rate per annum equal to, at the Borrower’s option (i) 8.50% per annum (of which all shall be paid in kind and added to the principal amount outstanding of the Roll-Up Loans) (the “Applicable LIBOR Margin”), plus the Adjusted LIBO Rate (and with respect to any Sterling Term Loan, any UK Mandatory Costs) (collectively, the “Roll-Up Adjusted LIBOR Rate”), or (ii) 7.50% per annum (of which all shall be paid in kind and added to the principal amount outstanding of the Roll-Up Loans), plus the greatest of: (A) the Adjusted Base Rate and (B) the Adjusted LIBO Rate (collectively, the “Roll-Up ABR Rate”), provided that the option under sub-paragraph (ii) shall not be available to the Borrower with respect to the Sterling Term Loans. Interest shall be payable by the Borrower from and including the first Business Day of the fiscal month to (but not including) the last Business Day of each fiscal month at the interest rate as determined above.
Roll-Up Loans. (a) Concurrent with the funding by a Revolving Lender of a Revolving Loan, an amount of such Lender's (or an Affiliate of such Lender) Pre-Petition Term Loan equal to 150% of the amount of such Revolving Loan will be converted into a roll up loan (each a “Roll Up Loan”); provided that (i) repayment of a Revolving Loan will not reduce the amount of the outstanding Roll Up Loans and (ii) the aggregate Roll Up Loans will not exceed the Aggregate Roll Up Commitment.
(b) Each party hereto acknowledges that pursuant to Section 2.02(b) the amount of Pre-Petition Term Loans held by each Roll Up Lender (or Affiliate of such Roll Up Lender) shall be reduced by an amount equal to the amount of Roll Up Loans made by such Roll Up Lender.
(c) All Roll Up Loans shall have the benefit of Section 364(e) of the Bankruptcy Code.
(d) Roll Up Loans paid or prepaid may not be reborrowed.
Roll-Up Loans. Subject to the terms and conditions of the Confirmation Order and this Agreement (including Section 6 hereof), and relying upon the representations and warranties set forth herein, concurrently with, and automatically upon the entry of the Confirmation Order, each Lender shall hereby be deemed to have made (on a cashless basis, without any actual funding) a term loan to Borrower (each “Roll-Up Loan” and collectively, the “Roll-Up Loans”) in an aggregate principal amount equal to $40,000,000 as set forth opposite such Xxxxxx’s name in Schedule 1.1 under the heading “Roll-Up Loans”, which Roll-Up Loan shall be deemed to refinance a corresponding amount of the Convertible Notes Secured Claims owing to such Lender or any of its Affiliates, partners or investors (the foregoing, including the incurrence of the Roll-Up Loan, the “Roll-Up”).
