Common use of Roll-Up Loans Clause in Contracts

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) Subject to the terms and conditions set forth herein hereof and in the DIP OrderOrders, on the Closing Date (ior, in the case of any Roll-Up Lender that is not a Lender on the Closing Date, the date such Roll-Up Lender becomes a Lender hereunder) upon entry of (the Interim DIP Order“Initial Roll-Up Date”), a portion principal amount of loans outstanding pursuant to the Pre-Petition Secured Loans Term Loan Credit Agreement held by lenders thereunder, as set forth on the PreInitial Roll-Petition Lenders Up Schedule (as defined below), which are also Roll-Up Lenders (or Affiliates of Lenders) hereunder Roll-Up Lenders hereunder, shall be automatically substituted and exchanged for (and repaid prepaid by) loans hereunder Loans hereunder, in an aggregate a principal amount equal to $240,000,000, constituting for each Lender $2.00 1.00 of principal amount of loans outstanding pursuant to the Pre-Petition Secured Loans Term Loan Credit Agreement of such Roll-Up Lender (or its Affiliate) such Affiliate of such Roll-Up Lender for each $1.00 of such Lender’s Applicable Percentage of the Interim New Money Cap DIP Loans held by such Roll-Up Lender or such Affiliate of such Roll-Up Lender hereunder on the Initial Roll-Up Date (roll-up loans pursuant hereto, the “Interim Initial Roll-Up Loans”), . The parties hereto hereby agree that set forth on the Initial Roll-Up Schedule will be the name of each Roll-Up Lender or Affiliate of a Roll-Up Lender whose loans under the Pre-Petition Term Loan Credit Agreement will be exchanged for (and such Interim prepaid by) Initial Roll-Up Loans on the Initial Roll-Up Date, and the amount of Initial Roll-Up Loans to be received by each such Roll-Up Lender or Affiliate of such Roll-Up Lender on the Initial Roll-Up Date. On the Closing Date, Ankura, as financial advisor to the Lender Group, shall deliver to the Administrative Agent a schedule setting forth the name of each Roll-Up Lender or Affiliate of such Roll-Up Lender whose loans under the Pre-Petition Term Credit Agreement will be exchanged for (and prepaid by) Initial Roll-Up Loans hereunder on the Initial Roll-Up Date (the “Initial Roll-Up Schedule”) and the amount of Initial Roll-Up Loans to be received by such Roll-Up Lender or Affiliate of such Roll-Up Lender on the Initial Roll-Up Date (and the parties hereto hereby agree that the Administrative Agent (and the agent under the Pre-Petition Term Loan Credit Agreement) may each conclusively rely on the Initial Roll-Up Schedule in adjusting the Register (and the equivalent document under the Pre-Petition Term Loan Credit Agreement) to reflect the cancellation of loans under the Pre-Petition Term Loan Credit Agreement and the Initial Roll-Up Loans to be received by the Roll-Up Lenders on the Initial Roll-Up Date). Furthermore, the parties agree that each Roll-Up Lender and each Affiliate of a Roll-Up Lender that will receive Initial Roll-Up Loans hereunder and that is not already a Lender hereunder at the time thereof must become a Lender hereunder, by executing a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, on or prior to the applicable Initial Roll-Up Date in order to receive its portion of the Initial Roll-Up Loans. Notwithstanding anything to the contrary in this Agreement or otherwise, with respect to any Initial Roll-Up Loan that is received by a Roll-Up Lender or Affiliate thereof after the Closing Date as a result of such Roll-Up Lender or Affiliate becoming a Lender hereunder after the Closing Date, for all purposes under this Agreement and the other Loan Documents (including for purposes of calculating interest (including interest at the PIK Rate) accruing on the Intial Roll-Up Loans under Section 2.08), immediately upon such Roll-Up Lender or Affiliate becoming a Lender hereunder, the Initial Roll-Up Loan of such Lender or Affiliate shall be deemed funded on to have been made by such Roll-Up Lender or Affiliate (and the Effective Date, exchange and prepayment of the applicable loans of such Roll-Up Lender or Affiliate under the Pre-Petition Term Credit Agreement shall constitute and be deemed to be Loans hereunder as of such date, and have occurred) on the Closing Date. (ii) Subject to the terms and conditions hereof and in the Orders, upon any Borrowing of New Money DIP Loans on or after the Final DIP Order Entry Date, a portion principal amount of loans outstanding pursuant to the Pre-Petition Secured Loans Term Loan Credit Agreement held by lenders thereunder, as set forth on the PreAdditional Roll-Petition Lenders Up Schedule (as defined below), which are also Roll-Up Lenders (or Affiliates of Lenders) hereunder Roll-Up Lenders hereunder, shall be automatically substituted and exchanged for (and repaid prepaid by) loans hereunder Loans hereunder, in an aggregate a principal amount equal to $1.00 of principal amount of loans outstanding pursuant to the Final Pre-Petition Term Loan Credit Agreement of such Roll-Up Loan Amount, constituting for each Lender $2.00 of Pre-Petition Secured Loans or such Affiliate of such Roll-Up 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 DIP Loans advanced by such Roll-Up Lender or such Affiliate of such Roll-Up Lender hereunder in connection with such Borrowing of New Money Cap DIP Loans on or after the Final Order Entry Date (collectively, the “Final Additional Roll-Up Loans”” and, and together with the Interim Initial Roll-Up Loans, collectively, “Roll-Up Loans”), . The parties hereto hereby agree that set forth on each Additional Roll-Up Schedule will be the name of each Roll-Up Lender or Affiliate of a Roll-Up Lender whose loans under the Pre-Petition Term Loan Credit Agreement will be exchanged for (and such Final prepaid by) Additional Roll-Up Loans shall upon the applicable Borrowing, and the amount of Additional Roll-Up Loans to be deemed funded received by each such Roll-Up Lender or Affiliate of such Roll-Up Lender upon the applicable Borrowing. Prior to the Borrowing of New Money DIP Loans on or after the Final DIP Order Entry Date, and the Roll-Up Lenders (or Ankura) shall constitute and shall be deemed deliver to be Loans for all purposes hereunder and under the other Loan Documents as Administrative Agent a schedule setting forth the name of such date. Without limiting the foregoing, each Roll-Up Lender or Affiliate of 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, Lender whose loans under the Pre-Petition Secured Indebtedness shall Term Loan Credit Agreement will be rolled into exchanged for (and prepaid by) Additional Roll-Up Loans hereunder upon the applicable Borrowing (each, an “Additional Roll-Up Schedule” and, together with the Initial Roll-Up Schedule, the “Roll-Up Schedules”) and the amount of Additional Roll-Up Loans to be received by such Roll-Up Lender or Affiliate of such Roll-Up Lender upon such Borrowing of New Money DIP Facility Loans on or after the Final Order Entry Date (and deemed the parties hereto hereby agree that the Administrative Agent (and the agent under the Pre-Petition Term Loan Credit Agreement) may each conclusively rely on each Additional Roll-Up Schedule in adjusting the Register (and the equivalent document under the a Pre-Petition Term Loan Credit Agreement) to constitute Indebtednessreflect the cancellation of loans under the Pre-Petition Credit Agreement and the Additional Roll-Up Loans to be received by the Roll-Up Lenders upon such Borrowing of New Money DIP Loans on or after the Final Order Entry Date). Furthermore, the parties agree that each Affiliate of a Roll-Up Lender that will receive Additional Roll-Up Loans hereunder and that is not already a Lender hereunder at the time thereof must become a Lender hereunder, by executing a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, on or prior to the date of such applicable Borrowing in order to receive its portion of the Additional Roll-Up Loans.

Roll-Up Loans. Subject to the terms and conditions set forth herein and in the DIP OrderOrders, (i) upon entry on the Final Order Entry Date, an aggregate principal amount of the Interim DIP Order, a portion of the Pre-Petition Secured Loans Existing First Lien Notes held by each Roll-Up Lender on the PreFinal Order Entry Date equal to such Roll-Petition Lenders which are also Lenders (or Affiliates of Lenders) hereunder shall Up Lender’s Roll-Up Loan Amount as set forth opposite such Roll-Up Lender’s name on Schedule 2.01 will be automatically substituted and exchanged for (and repaid prepaid by) and deemed to be loans hereunder held by (and owing by the Borrower to) such Roll-Up Lender 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 Lender equal to 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 Lender’s 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 Amount (the “Final Roll-Up Loans”, and together with the Interim Roll-Up Loans, collectively, “Roll-Up Loans”); provided that, and such Final Roll-Up Loans shall be deemed funded on for 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 avoidance of such date. Without limiting the foregoingdoubt, such Roll-Up Loans shall be allocated among the Lenders based secured by a perfected lien and security interest on each Lender’s Applicable Percentage, in each case without constituting a novation or satisfaction all assets of the exchanged Pre-Petition Secured Loans. The parties hereto acknowledge Credit Parties subject to valid, perfected and agree unavoidable Liens securing the Existing First Lien Notes, subject to Permitted Liens and the priorities set forth in the Orders; and provided further that, upon entry of the Interim DIP Order, any accrued and unpaid interest (other than, for the avoidance of doubt, the Specified Default InterestRoll-Up Loans shall also continue to be guaranteed by the Guarantors under the Security Documents (as defined in the Existing First Lien Indenture) and fees due secured by and entitled to the benefits of all Liens and security interests created and arising under Security Documents (as defined in the Existing First Lien Indenture), which Liens and security interests shall remain in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, and having the same perfected status and priority, as if such Existing First Lien Notes had not been so substituted for and exchanged. Subject to the terms and conditions set forth herein and in the Orders, on the Final Order Entry Date, each Roll-Up Lender’s Roll-Up Loans shall, from and after such date, be designated as such and administered hereunder. For the avoidance of doubt, each Roll-Up Lender acknowledges and agrees that by accepting the benefits of this Agreement, on the Final Order Entry Date each Existing Note Holder rolling up Existing First Lien Notes under this Agreement shall become a party to this Agreement as a Roll-Up Lender hereunder by executing and delivering a joinder to this Agreement. Amounts of Roll-Up Loans that are issued or deemed issued under this Section 2.01(a) that are repaid or prepaid may not be reborrowed. On the Final Order Entry Date, the Administrative Agent shall update Schedule 2.01 in accordance with the terms of the date of the Interim DIP Final Order in respect of, and as a result of, the Preto reflect each Roll-Petition Secured Indebtedness Up Lender’s Roll-Up Amount (which Roll-Up Amount shall be rolled into conclusive absent manifest error) and deliver such updated Schedule 2.01 to the DIP Facility Borrower and deemed the Roll-Up Lenders, whereupon such updated Schedule 2.01 shall constitute Schedule 2.01 for all purposes hereunder. Notwithstanding anything in this Agreement, including Schedule 2.01 as in effect from time to constitute Indebtednesstime, or any other Loan Document to the contrary, (a) the aggregate principal amount of each Roll-Up Lender’s Roll-Up Loans shall not exceed such Roll-Up Lender’s Roll-Up Amount and (b) the aggregate principal amount of all Roll-Up Loans of all Roll-Up Lenders shall not exceed $175,000.000 at any time.

Roll-Up Loans. Subject to On 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 Preon a dollar-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 for-dollar basis (the “Interim Roll-Up Loans”), in a principal amount equal to $185,000,000 (and such Interim Roll-Up Loans shall be deemed funded on the Effective Closing Date, and shall constitute and be deemed to be DIP 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 Rollon a dollar-Up Loan Amount, constituting for each Lender $2.00 of Prefor-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 dollar basis (the “Final Roll-Up Loans”, and together with the Interim Roll-Up Loans, collectively, “Roll-Up Loans”), in a principal amount equal to the Final Roll-Up Loan Amount (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 DIP Loans for all purposes hereunder and under the other Loan Credit 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 Commitment 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 IndebtednessObligations.

Roll-Up Loans. Subject to the entry of and the terms and conditions of the Interim DIP Order and the Final DIP Order, as applicable, effective immediately and automatically upon each Borrowing Date, and without any further action by any party to this Agreement or the other Facility Documents, the Bankruptcy Court or any other Person, (x) an aggregate amount of Prepetition First Lien Term Loan Debt equal to 300% of the New Money Loans borrowed by the Borrower on such Borrowing Date (the “Roll-Up Amount”), shall be automatically deemed (on a cashless dollar-for-dollar basis) to constitute Loans under this Agreement in a principal amount equal to such Roll-Up Amount (the “Roll-Up Loans”) based upon each such Lender’s pro rata share, which Roll-Up Loans shall be due and payable in accordance with the terms and conditions set forth herein in this Agreement as if originally funded hereunder on such Borrowing Date and in (y) on each such Borrowing Date, the DIP Order, (i) upon entry outstanding aggregate amount of the Interim DIP Order, a portion of the Pre-Petition Secured Loans Prepetition First Lien Term Loan Debt held by the Pre-Petition Prepetition First Lien Term Loan 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 deemed reduced by the 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 incurred on such Borrowing Date (i.e., the Effective Date, and shall constitute and be deemed to be Loans hereunder aggregate Prepetition First Lien Term Loan Debt outstanding as of such date, and (ii) upon the Final DIP Order Entry Date, a portion of the Pre-Petition Secured Loans held Borrowing Date shall be reduced 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 AmountAmount incurred on such Borrowing Date). On each such Borrowing Date, 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”, Amount 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 (A) first, to reduce the Lenders based on each Lender’s Applicable Percentage, in each case without constituting a novation or satisfaction aggregate outstanding amount of Prepetition Original Loans held by 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 ofPrepetition First Lien Term Loan Lenders, and as a result of(B) second (only to the extent no Prepetition Original Loan amounts remain outstanding to be allocated), to reduce the Pre-Petition Secured Indebtedness shall be rolled into aggregate outstanding amount of Prepetition Disbursement Loans held by the DIP Facility and deemed to constitute IndebtednessPrepetition First Lien Term Loan Lenders.

Roll-Up Loans. (i) Subject to the terms and applicable conditions set forth herein and in the DIP OrderFinancing Orders, an aggregate principal amount of L/C-BA Borrowings (ias defined in the Prepetition First Lien Credit Agreement) upon incurred by the Borrower (as defined in the Prepetition First Lien Credit Agreement) (whether prior to or after the Petition Date) as a result of draws under the Prepetition Fully Drawn First Lien Letters of Credit and the Prepetition First Lien 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 Roll-Up Lender equal to such Tranche A Roll-Up Lender’s Tranche A Roll-Up Dollar Amount is, as of the date of entry of the Interim DIP Final Financing 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 prepaid by) loans and deemed to be Loans hereunder held by (and owing by the Borrower to) the Tranche A Roll-Up Lenders (the “Tranche A Roll-Up Loans”) in an aggregate principal amount for each such Tranche A Roll-Up Lender equal to such Tranche A Roll-Up Lender’s Tranche A Roll-Up Dollar Amount. Notwithstanding anything to the contrary contained herein, at the option of the applicable Tranche A Roll-Up Lender, the L/C-BA Borrowings (as defined in the Prepetition First Lien Credit Agreement) that were made by (or the L/C-BA Advances (as defined in the Prepetition First Lien Credit Agreement) participated in by) a Prepetition First Lien Lender that is an affiliate of such Tranche A Roll-Up Lender may be substituted, exchanged and prepaid under this Section 2.01(e)(i) for Tranche A Roll-Up Loans held by such Tranche A Roll-Up Lender, and such Tranche A Roll-Up Lender may hold Tranche A Roll-Up Loans as a Tranche A Roll-Up Lender in lieu and instead of such Prepetition First Lien Lender. (ii) Subject to the terms and applicable conditions set forth herein and in the Financing Orders, an aggregate principal amount of (x) Prepetition Second Lien Loans made to the Borrower (as defined in the Prepetition Second Lien Credit Agreement) held by each Tranche B Roll-Up Lender equal to such Tranche B Roll-Up Lender’s Tranche B Roll-Up Dollar Amount and (y) Prepetition Second Lien Notes held by each Tranche B Roll-Up Lender equal to such Tranche B Roll-Up Lender’s Tranche B Roll-Up Dollar Amount, in the case of each of clauses (x) and (y) above, is as of the date of entry of the Final Financing Order hereby substituted and exchanged for (and prepaid by) and deemed to be Loans issued and outstanding hereunder (the “Tranche B Roll-Up Loans”) 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 Tranche B Roll-Up Loans”), and such Interim Lender’s Tranche B Roll-Up Dollar Amount. Each Tranche B Roll-Up Lender that held Prepetition Second Lien Notes that were deemed exchanged for Tranche B Roll-Up Loans in accordance with the immediately preceding sentence shall be deemed funded on the Effective Dateuse its commercially reasonable efforts to deliver, and shall constitute and be deemed or cause to be Loans hereunder as of delivered, to the Prepetition Second Lien Notes Trustee such date, and Prepetition Second Lien Notes so exchanged within ten (ii10) upon the Final DIP Order Entry Date, a portion Business Days of the Pre-Petition Secured Loans held by the Pre-Petition Lenders which are also Lenders date such exchange is consummated. (or Affiliates iii) Amounts 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 Tranche A 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-or Tranche B Roll Up Loans shall issued or deemed issued under this Section 2.01(e) that are repaid or prepaid may not 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 Indebtednessreborrowed.

Roll-Up Loans. (i) Subject to the terms and conditions set forth herein and in the DIP OrderOrders: (A) on the Effective Date and concurrently with the Initial Borrowing, without any further action of any Person, for each Lender that is a Prepetition Term Lender (i) upon entry of the Interim DIP Ordereach, a portion “Roll-Up Lender” and collectively, the “Roll-Up Lenders”), an aggregate principal amount of the Pre-Petition Secured Prepetition Term Loans held by such Roll-Up Lender equal to the Preamount of the Initial New Money Loan made by such Lender (such Prepetition Term Loans, the “Initial Rolled-Petition Lenders which are also Lenders (or Affiliates of LendersUp Loans”) hereunder 56 shall be automatically substituted and exchanged for (which exchange shall not, for the avoidance of doubt, constitute a novation) on a cashless basis, the Roll-Up Loans; and (B) on the Final Funding Date and repaid by) loans hereunder in concurrently with the Subsequent Borrowing, without any further action of any Person, for each Roll-Up Lender, an aggregate principal amount of Prepetition Term Loans held by such Roll-Up Lender equal to $240,000,000, constituting for each Lender $2.00 the amount of Pre-Petition Secured Loans of Final New Money Loan made by such Lender (or its Affiliate) for each $1.00 of such Lender’s Applicable Percentage of the Interim New Money Cap (Prepetition Term Loans, the “Interim RollFinal Rolled-Up Loans” and together with the Initial Rolled-Up Loans, the “Rolled-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 bywhich exchange shall not, for the avoidance of doubt, constitute a novation) loans hereunder in an aggregate principal amount equal to on a cashless basis, 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”. (ii) Subject to the terms and conditions set forth herein and in the Orders, and together with the Interim without any further action by any party to this Agreement, each Roll-Up Loans, collectively, “Roll-Up Loans”), and such Final Lender’s Roll-Up Loans shall be deemed funded on the Final DIP Order Entry Dateto be Loans, administered hereunder and secured by perfected Liens on, and shall constitute and shall be deemed security interests in, all of the Collateral of the Loan Parties to be Loans for the same extent as all purposes hereunder and under other obligations of 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 PercentageParties hereunder, 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 accordance with Section 2.20 (other than, for iii) For the avoidance of doubt, until such Rolled-Up Loans are deemed to be Roll-Up Loans hereunder and approved by the Specified Default Interest) Orders, such Rolled-Up Loans shall continue to be “Obligations” under the Prepetition Term Loan Agreement and fees due as be guaranteed by the guarantors of and secured by and entitled to the benefits of all liens created and arising under the Prepetition Term Loan Agreement, which liens shall remain in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, and having the same perfected status and priority. The Prepetition Term Loans to be exchanged into Roll-Up Loans hereunder shall be selected in the order of the date of most recent funding, beginning with the Interim DIP Order in respect of, most recently funded Prepetition Term Loans. The Roll-Up Loans and as the New Money Loans shall jointly constitute a result of, the Pre-Petition Secured Indebtedness shall be rolled into the DIP Facility and deemed to constitute Indebtednesssingle facility hereunder.

Roll-Up Loans. (i) Subject to the entry of and the terms and conditions set forth herein and in the DIP Order, (i) upon entry of the Interim DIP Order, a portion effective immediately and automatically upon the Closing Date, and without any further action by any party to this Agreement or the other Facility Documents, the Bankruptcy Court or any other Person, (x) an aggregate amount of Prepetition First Lien Term Loan Debt equal to $35,000,000 (the Pre“Interim Roll-Petition Secured Loans held by the Pre-Petition Lenders which are also Lenders (or Affiliates of Lenders) hereunder Up Amount”), shall be automatically substituted and exchanged for deemed (and repaid byon a cashless dollar-for-dollar basis) loans hereunder to constitute Loans under this Agreement in an aggregate a principal amount equal to $240,000,000, constituting for each Lender $2.00 of Presuch Interim Roll-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 Up Amount (the “Interim Roll-Up Loans”)) based upon each such Lender’s pro rata share, and such which Interim Roll-Up Loans shall be deemed due and payable in accordance with the terms and conditions set forth in this Agreement as if originally funded hereunder on the Effective Closing Date and (y) on the Closing Date, and the outstanding aggregate amount of the Prepetition First Lien Term Loan Debt held by the Prepetition First Lien Term Loan Lenders shall constitute and be automatically deemed to be reduced by the amount of Interim Roll-Up Loans hereunder incurred on the Closing Date (i.e., the aggregate Prepetition First Lien Term Loan Debt outstanding as of such date, and (ii) upon the Final DIP Order Entry Closing Date shall be reduced by the Interim Roll-Up Amount incurred on the Closing Date). On the Closing Date, a portion the Interim Roll-Up Amount and Interim Roll-Up Loans shall be allocated to reduce the aggregate outstanding amount of the Pre-Petition Secured Prepetition Original Loans held by the PrePrepetition First Lien Term Loan Lenders. (ii) Subject to the entry of and the terms and conditions of the Interim DIP Order and the Final DIP Order, as applicable, effective immediately and automatically upon the next Borrowing Date after the Closing Date, and without any further action by any party to this Agreement or the other Facility Documents, the Bankruptcy Court or any other Person, (x) an aggregate amount of Prepetition First Lien Term Loan Debt equal to $32,500,000 (the “Final Roll-Petition Lenders which are also Lenders (or Affiliates of Lenders) hereunder Up Amount” and, together with the Interim Roll-Up Amount, the “Roll-Up Amount”), shall be automatically substituted and exchanged for deemed (and repaid byon a cashless dollar-for-dollar basis) loans hereunder to constitute Loans under this Agreement in an aggregate a principal amount equal to the such 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 Amount (the “Final Roll-Up Loans”” and, and together with the Interim Roll-Up Loans, collectively, the “Roll-Up Loans”)) based upon each such Lender’s pro rata share, and such which Final Roll-Up Loans shall be deemed due and payable in accordance with the terms and conditions set forth in this Agreement as if originally funded hereunder on the Final DIP Order Entry such Borrowing Date and (y) on such Borrowing Date, and shall constitute and the outstanding aggregate amount of the Prepetition First Lien Term Loan Debt held by the Prepetition First Lien Term Loan Lenders shall be automatically deemed to be reduced by the amount of Final Roll-Up Loans for all purposes hereunder and under incurred on such Borrowing Date (i.e., the other aggregate Prepetition First Lien Term Loan Documents Debt outstanding as of such dateBorrowing Date shall be reduced by the Final Roll-Up Amount incurred on such Borrowing Date). Without limiting On such Borrowing Date, the foregoing, such Final Roll- Up Amount and Final Roll-Up Loans shall be allocated among (A) first, to reduce the Lenders based on each Lender’s Applicable Percentage, in each case without constituting a novation or satisfaction remaining aggregate outstanding amount of Prepetition Original Loans held by 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 ofPrepetition First Lien Term Loan Lenders, and as a result of(B) second (only to the extent no Prepetition Original Loan amounts remain outstanding to be allocated), to reduce the Pre-Petition Secured Indebtedness shall be rolled into aggregate outstanding amount of Prepetition Disbursement Loans held by the DIP Facility and deemed to constitute IndebtednessPrepetition First Lien Term Loan Lenders.