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.
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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 Initial Incremental Term Loans (such Existing Term Loans, “Approved Exchange Loans”) shall be exchanged for Second Initial 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 (i) 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 Initial 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 Initial Incremental Term Loans shall conclusively be deemed to have been made in accordance with the Existing Credit Agreement and the Credit Agreement, including without limitation the definition of “Rollover Indebtedness” and subsection 3.4(h4.4(g) thereof.thereof and (ii) the Borrower shall not be required to pay any Cashless
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Sources: First Lien Credit Agreement (Atkore International Group Inc.)