Cashless Settlement Option definition

Cashless Settlement Option allocation in accordance with Amendment No. 4, in the case of each Cashless Option Term A Lender and (y) $250,000,000 minus the aggregate Cashless Settlement Option allocations in accordance with Amendment No. 4 (such aggregate amount of allocations being $250,000,000), in the case of the Additional Term A-2 Lenders. Notwithstanding the foregoing, any Cashless Option Term A-1 Lender shall not be required to deliver any additional amounts on the Amendment No. 4 Effective Date but shall make Term A-2 Loans cashlessly with the proceeds of the repayment of all (or such lesser amount as the Amendment No. 4 Arrangers together with the Administrative Agent may allocate) of its Term A Loans in accordance with Amendment No. 4. Amounts borrowed under this Section 2.01(g) and repaid or prepaid may not be reborrowed. Term A-2 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

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Cashless Settlement Option in its Existing Loans (each an "Existing Lender" and collectively, the "Existing Lenders").

Cashless Settlement Option with respect to its Tranche B-1 Term Loans.

Examples of Cashless Settlement Option in a sentence

• By delivery of this letter agreement (this “Tranche B-1 Participation Notice”), each of the undersigned (each a “Repricing Participating Lender”), hereby irrevocably consents to the Amendment and the amendment of the Credit Agreement contemplated thereby and (check as applicable): o Cashless Settlement Option.

• The undersigned Repricing Term Loan Lender hereby consents to the Amendment and agrees as follows with respect to its Existing Term Loans: [Check ONLY ONE of the two boxes below] Consent and Cashless Settlement Option The undersigned Repricing Term Loan Lender agrees to 100% of the outstanding principal amount of such Repricing Term Loan Lender’s Existing Term Loans converted, on a cashless basis, to Repriced Term Loans for all purposes under the Amended Credit Agreement.

• The undersigned Lender hereby irrevocably and unconditionally elects as follows: Repricing Cashless Settlement Option ☐ to convert 100% of the outstanding principal amount of the (i) Lux Term Loans held by such Lender (or such lesser amount determined by the Lead Arranger) into a Repriced Lux Term Loan in a like principal amount and (ii) U.S. Term Loans held by such Lender (or such lesser amount determined by the Lead Arranger) into a Repriced U.S. Term Loan in a like principal amount.

• The undersigned Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option): Cashless Settlement Option □ to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Lender into a Tranche B Term Loan in a like principal amount.

• The undersigned Lender hereby irrevocably and unconditionally elects as follows: Cashless Settlement Option ☐ to convert 100% of the outstanding principal amount of the 2021 Incremental Term Loans held by such Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Repriced 2021 Incremental Term Loan in a like principal amount.

More Definitions of Cashless Settlement Option

Cashless Settlement Option has agreed to convert and/or continue all of its Existing Term Loans as Seventh Amendment Replacement Term Loans (such converted and/or continued Existing Term Loans subject to the Cashless Rollover (as defined below), the “Continuing Term Loans”, and such Existing Term Lenders, collectively, the “Continuing Term Lenders”) in an aggregate principal amount equal to such Continuing Term Lender’s Cashless Settlement Allocated Amount (as defined below), in each case subject to the terms and conditions set forth herein and (ii) each Existing Term Lender that executes and delivers a Lender Addendum indicating the “Post-Closing Settlement Option” (each, a “Post-Closing Option Term Lender” and, together with the Continuing Term Lenders, collectively, the “Consenting Term Lenders”) has agreed to have 100% of the outstanding principal amount of its Existing Term Loans prepaid on the Amendment Effective Date and purchase by assignment Seventh Amendment Replacement Term Loans on or after the Amendment Effective Date in an aggregate principal amount equal to such Post-Closing Option Term Lender’s Cash Settlement Allocated Amount (as defined below);

Cashless Settlement Option. “Amendment No. 5 Consent” means a consent to Amendment No. 5 substantially in the form of Exhibit A attached thereto. “Amendment No. 5 Effective Date” means April 11, 2018, which is the first Business Day on which all of the conditions precedent set forth in Section 4 of Amendment No. 5 have been satisfied or waived and the Term B-4 Loans are funded or deemed funded through a cashless settlement pursuant to Section 2.01(e)(i), as applicable. “Amendment No. 5 Non-Exchanging Lender” means each Lender holding Term B-3 Loans on the Amendment No. 5 Effective Date that (i) did not execute and deliver an Amendment No. 5 Consent on or prior to the Amendment No. 5 Effective Date or (ii) is an Amendment No. 5 Post-Closing Option Lender. “Amendment No. 5 Post-Closing Option Lender” means each Lender that executed and delivered an Amendment No. 5 Consent indicating the “Post-Closing Settlement Option.” “Amendment No. 6” means Amendment Agreement No. 6 to this Agreement, dated as of November 9, 2018. -7- “Amendment No. 6 Arrangers” means ▇▇▇▇▇ Fargo Securities, LLC and Citibank, N.A., in their respective capacities as the joint lead arrangers and joint bookrunners for Amendment No. 6. “Amendment No. 6 Cashless Option Lender” means each Lender that has executed and delivered an Amendment No. 6 Consent indicating the “Cashless Settlement Option.” “Amendment No. 6 Consent” means a consent to Amendment No. 6 substantially in the form of Exhibit A attached thereto. “Amendment No. 6 Effective Date” means November 9, 2018, which is the first Business Day on which all of the conditions precedent set forth in Section 4 of Amendment No. 6 have been satisfied or waived and the Term B-5 Loans are funded or deemed funded through a cashless settlement pursuant to Section 2.01(f)(i), as applicable. “Amendment No. 6 Non-Exchanging Lender” means each Lender holding Term B-4 Loans on the Amendment No. 6 Effective Date that (i) did not execute and deliver an Amendment No. 6 Consent on or prior to the Amendment No. 6 Effective Date or (ii) is an Amendment No. 6 Post-

Cashless Settlement Option has the meaning assigned to such term in Section 2.1(c).

Cashless Settlement Option with respect to its Tranche B-4

Cashless Settlement Option allocation in accordance with Amendment No. 2 in the case of each Cashless Option Lender and (B) in amount equal to $398,000,000 minus the aggregate Cashless Settlement Option allocations in accordance with Amendment No. 1 (such amount being $46,882,698.06) in the case of the Additional Term B-3 Lender. The initial Interest Periods for all Eurocurrency Rate Term B-3 Loans made on the Amendment No. 2 Effective Date shall be the same Interest Periods applicable to the Eurocurrency Rate Term B-2 Loans immediately prior to the Amendment No. 2 Effective Date. Notwithstanding the foregoing, any Cashless Option Lender as defined in accordance with Amendment No. 2 shall not actually make a loan on the Amendment No. 2 Effective Date but shall be deemed to have exchanged all (or such lesser amount as the Amendment No. 2 Arranger together with the Administrative Agent may allocate) of its Term B-2 Loans for Term B-3 Loans, in accordance with Amendment No. 2.”

Cashless Settlement Option in Amendment No. 3, shall have an initial Interest Period ending on March 12, 2020 (and, notwithstanding anything to the contrary herein, each Cashless Consenting Lender, each non-converting Consenting Lender and the New Lender hereby consents to such non-conforming Interest Period), which is the same Interest Period as in effect for the Original Term Loans on the Amendment No. 3 Effective Date and the Adjusted Eurodollar Rate for such initial Interest Period shall be the same Adjusted Eurodollar Rate that applies to the outstanding Borrowing of Original Term Loans immediately prior to the Amendment No. 3 Effective Date.

Cashless Settlement Option shall have the meaning assigned to such term in the Consent (as such term is defined in Amendment No. 2) to Amendment No. 2.