Common use of Cashless Roll Clause in Contracts

Cashless Roll. Any 2025 Repricing Lender that is a 2024 Repricing Lender immediately prior to the 2025 Repricing Effective Date may elect for a “cashless roll” of 100% (or such lesser amount as may be notified to such 2024 Repricing Lender by the Administrative Agent prior to the 2025 Repricing Effective Date) of its 2024 Repricing Advances into 2025 Repricing Advances in the same principal amount by indicating such election on its signature page hereto (such electing 2025 Repricing Lenders, the “Rollover 2025 Repricing Lenders”). It is understood and agreed that (i) simultaneously with the making (or deemed making) of 2025 Repricing Advances by each Rollover 2025 Repricing Lender and the payment to such Rollover 2025 Repricing Lender of all accrued and unpaid interest, premiums (if any) and other amounts in respect of its Rollover 2025 Repricing Advance Amount (as defined below), such elected amount (or such lesser amount as may be notified to such Rollover 2025 Repricing Lender by the Administrative Agent prior to the 2025 Repricing Effective Date) of the 2024 Repricing Advances held by such Rollover 2025 Repricing Lender (the “Rollover 2025 Repricing Advance Amount”) shall be deemed to be extinguished, repaid and no longer outstanding, and such Rollover 2025 Repricing Lender shall thereafter hold a 2025 Repricing Advance in an aggregate principal amount equal to such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance Amount and (ii) no Rollover 2025 Repricing Lender shall receive any prepayment being made to other Lenders holding 2024 Repricing Advances to the extent of such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance Amount.

Cashless Roll. Any 2025 Repricing Existing Term Lender that is a 2024 Repricing Lender immediately prior to the 2025 Repricing Effective Date may elect for a “cashless roll” of 100% (or such lesser amount as may be notified to such 2024 Repricing Existing Term Lender by the Administrative Agent prior to the 2025 Repricing First Incremental Agreement Effective Date) of its 2024 Repricing Advances Existing Term Loans into 2025 Repricing Advances Tranche B Term Loans in the same principal amount by indicating such election for a cashless settlement option on its signature page hereto and executing this Incremental Agreement as a Rollover Lender and Tranche B Term Lender (such electing 2025 Repricing Existing Term Lenders, the “Rollover 2025 Repricing Lenders”). It is understood and agreed that (ia) simultaneously with the deemed making (or deemed making) of 2025 Repricing Advances Tranche B Term Loans by each Rollover 2025 Repricing Lender and the payment to such Rollover 2025 Repricing Lender of all accrued and unpaid interest, premiums (if any) fees and other amounts in respect of its the Existing Term Loan in respect of such Rollover 2025 Repricing Advance Amount (as defined below)Amount, such elected amount (or such lesser amount as may be notified to such Rollover 2025 Repricing Lender by the Administrative Agent prior to the 2025 Repricing First Incremental Agreement Effective Date) of the 2024 Repricing Advances Existing Term Loans held by such Rollover 2025 Repricing Lender (the “Rollover 2025 Repricing Advance Amount”) shall be deemed to be extinguished, repaid and no longer outstanding, outstanding and such Rollover 2025 Repricing Lender shall thereafter hold a 2025 Repricing Advance Tranche B Term Loan in an aggregate principal amount equal to such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance Amount and Amount, (iib) no Rollover 2025 Repricing Lender shall receive any prepayment being made to other Existing Term Lenders holding 2024 Repricing Advances Existing Term Loans from the proceeds of the Tranche B Term Loans to the extent of such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance AmountAmount and (c) any Existing Term Loan held by a Rollover Lender that is not so allocated to such Rollover Lender as a Rollover Amount shall be repaid in full on the First Incremental Agreement Effective Date together with all accrued and unpaid amounts owing to such Existing Term Lender in respect of such amount.

Cashless Roll. Any 2025 Repricing Existing Term Lender that is a 2024 Repricing Lender immediately prior to the 2025 Repricing Effective Date may elect for a “cashless roll” of 100% (or such lesser amount as may be notified to such 2024 Repricing Existing Term Lender by the Administrative Agent prior to the 2025 Repricing Second Incremental Agreement Effective Date) of its 2024 Repricing Advances Existing Term Loans into 2025 Repricing Advances Tranche C Term Loans in the same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing 2025 Repricing Existing Term Lenders, the “Rollover 2025 Repricing Lenders”). It is understood and agreed that (ia) simultaneously with the deemed making (or deemed making) of 2025 Repricing Advances Tranche C Term Loans by each Rollover 2025 Repricing Lender and the payment to such Rollover 2025 Repricing Lender of all accrued and unpaid interest, premiums (if any) fees and other amounts in respect of its the Existing Term Loan in respect of such Rollover 2025 Repricing Advance Amount (as defined below)Amount, such elected amount (or such lesser amount as may be notified to such Rollover 2025 Repricing Lender by the Administrative Agent prior to the 2025 Repricing Second Incremental Agreement Effective Date) of the 2024 Repricing Advances Existing Term Loans held by such Rollover 2025 Repricing Lender (the “Rollover 2025 Repricing Advance Amount”) shall be deemed to be extinguished, repaid and no longer outstanding, outstanding and such Rollover 2025 Repricing Lender shall thereafter hold a 2025 Repricing Advance Tranche C Term Loan in an aggregate principal amount equal to such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance Amount and Amount, (iib) no Rollover 2025 Repricing Lender shall receive any prepayment being made to other Existing Term Lenders holding 2024 Repricing Advances Existing Term Loans from the proceeds of the Tranche C Term Loans to the extent of such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance AmountAmount and (c) any Existing Term Loan held by a Rollover Lender that is not so allocated to such Rollover Lender as a Rollover Amount shall be repaid in full on the Second Incremental Agreement Effective Date together with all accrued and unpaid amounts owing to such Existing Term Lender in respect of such amount.

Cashless Roll. Any 2025 Repricing Existing Term Lender that is a 2024 Repricing Lender immediately prior to the 2025 Repricing Effective Date may elect for a “cashless roll” of 100% (or such lesser amount as may be determined by the Lead Arranger and separately notified to such 2024 Repricing Existing Term Lender by the Administrative Agent Lead Arranger prior to the 2025 Repricing First Amendment Effective Date) of its 2024 Repricing Advances Existing Term Loans into 2025 Repricing Advances Tranche B Term Loans in the same principal amount by indicating such election for a cashless settlement option on its signature page hereto or such other documentation reasonably satisfactory to the Lead Arranger (such electing 2025 Repricing Existing Term Lenders, the “Rollover 2025 Repricing Lenders”). It is understood and agreed that (ia) simultaneously with the deemed making (or deemed making) of 2025 Repricing Advances Tranche B Term Loans by each Rollover 2025 Repricing Lender and the payment to such Rollover 2025 Repricing Lender of all accrued and unpaid interest, premiums (if any) fees and other amounts in respect of its the Existing Term Loan in respect of such Rollover 2025 Repricing Advance Amount (as defined below)Amount, such elected amount (or such lesser amount as may be determined by the Lead Arranger and separately notified to such Rollover 2025 Repricing Lender by the Administrative Agent Lead Arranger prior to the 2025 Repricing First Amendment Effective Date) of the 2024 Repricing Advances Existing Term Loans held by such Rollover 2025 Repricing Lender (the “Rollover 2025 Repricing Advance Amount”) shall be deemed to be extinguished, repaid and no longer outstanding, outstanding and such Rollover 2025 Repricing Lender shall thereafter hold a 2025 Repricing Advance Tranche B Term Loan in an aggregate principal amount equal to such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance Amount and Amount, (iib) no Rollover 2025 Repricing Lender shall receive any prepayment being made to other Existing Term Lenders holding 2024 Repricing Advances Existing Term Loans from the proceeds of the Tranche B Term Loans to the extent of such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance AmountAmount and (c) any Existing Term Loan held by a Rollover Lender that is not so allocated to such Rollover Lender as a Rollover Amount shall be repaid in full on the First Amendment Effective Date together with all accrued and unpaid amounts owing to such Existing Term Lender in respect of such amount.

Cashless Roll. Any 2025 Repricing Refinancing Term Loan Lender that is a 2024 Repricing an Existing Term Lender immediately prior to the 2025 Repricing Effective Date may elect for a “cashless roll” of 100% (or such lesser amount as may be notified to such 2024 Repricing Existing Term Lender by the Administrative Agent 2025 Refinancing Term Loan Arranger prior to the 2025 Repricing Refinancing Amendment Effective Date) of its 2024 Repricing Advances Existing Term Loans into 2025 Repricing Advances Refinancing Term Loans in the same principal amount by indicating such election on its signature page hereto (such electing 2025 Repricing Refinancing Term Loan Lenders, the “Rollover Lenders” and, together with the Additional 2025 Repricing Refinancing Term Loan Lender, the “2025 Refinancing Term Loan Lenders”). It is understood and agreed that (i) simultaneously with the making (or deemed making) of 2025 Repricing Advances Refinancing Term Loans by each Rollover 2025 Repricing Lender and the payment to such Rollover 2025 Repricing Lender of all accrued and unpaid interest, premiums (if any) and other amounts in respect of its such Rollover 2025 Repricing Advance Amount (as defined below)Amount, such elected amount (or such lesser amount as may be notified to such Rollover 2025 Repricing Lender by the Administrative Agent 2025 Refinancing Term Loan Arranger prior to the 2025 Repricing Refinancing Amendment Effective Date) of the 2024 Repricing Advances Existing Term Loans held by such Rollover 2025 Repricing Lender (the “Rollover 2025 Repricing Advance Amount”) shall be deemed to be extinguished, repaid and no longer outstanding, outstanding and such Rollover 2025 Repricing Lender shall thereafter hold a 2025 Repricing Advance Refinancing Term Loan in an aggregate principal amount equal to such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance Amount and (ii) no Rollover 2025 Repricing Lender shall receive any prepayment being made to other Existing Term Lenders holding 2024 Repricing Advances Existing Term Loans from the proceeds of the 2025 Refinancing Term Loans to the extent of such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance Amount.

Cashless Roll. Any 2025 Repricing Existing Term Lender that is a 2024 Repricing Lender immediately prior to the 2025 Repricing Effective Date may elect for a “cashless roll” of 100% (or such lesser amount as may be notified to such 2024 Repricing Existing Term Lender by the Administrative Agent prior to the 2025 Repricing First Incremental Agreement Effective Date) of its 2024 Repricing Advances Existing Term Loans into 2025 Repricing Advances 2019 Term Loans in the same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing 2025 Repricing Existing Term Lenders, the “Rollover 2025 Repricing Lenders”). It is understood and agreed that (ia) simultaneously with the deemed making (or deemed making) of 2025 Repricing Advances 2019 Term Loans by each Rollover 2025 Repricing Lender and the payment to such Rollover 2025 Repricing Lender of all accrued and unpaid interest, premiums (if any) fees and other amounts in respect of its the Existing Term Loan in respect of such Rollover 2025 Repricing Advance Amount (as defined below)Amount, such elected amount (or such lesser amount as may be notified to such Rollover 2025 Repricing Lender by the Administrative Agent prior to the 2025 Repricing First Incremental Agreement Effective Date) of the 2024 Repricing Advances Existing Term Loans held by such Rollover 2025 Repricing Lender (the “Rollover 2025 Repricing Advance Amount”) shall be deemed to be extinguished, repaid and no longer outstanding, outstanding and such Rollover 2025 Repricing Lender shall thereafter hold a 2025 Repricing Advance 2019 Term Loan in an aggregate principal amount equal to such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance Amount and Amount, (iib) no Rollover 2025 Repricing Lender shall receive any prepayment being made to other Existing Term Lenders holding 2024 Repricing Advances Existing Term Loans from the proceeds of the 2019 Term Loans to the extent of such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance AmountAmount and (c) any Existing Term Loan held by a Rollover Lender that is not so allocated to such Rollover Lender as a Rollover Amount shall be repaid in full on the First Incremental Agreement Effective Date together with all accrued and unpaid amounts owing to such Existing Term Lender in respect of such amount.

Cashless Roll. Any 2025 2024 Repricing Lender that is a 2024 Repricing an Initial Lender immediately prior to the 2025 2024 Repricing Effective Date may elect for a “cashless roll” of 100% (or such lesser amount as may be notified to such 2024 Repricing Initial Lender by the Administrative Agent prior to the 2025 2024 Repricing Effective Date) of its 2024 Repricing Initial Advances into 2025 2024 Repricing Advances in the same principal amount by indicating such election on its signature page hereto (such electing 2025 2024 Repricing Lenders, the “Rollover 2025 2024 Repricing Lenders”). It is understood and agreed that (i) simultaneously with the making (or deemed making) of 2025 2024 Repricing Advances by each Rollover 2025 2024 Repricing Lender and the payment to such Rollover 2025 2024 Repricing Lender of all accrued and unpaid interest, premiums (if any) and other amounts in respect of its Rollover 2025 2024 Repricing Advance Amount (as defined below), such elected amount (or such lesser amount as may be notified to such Rollover 2025 2024 Repricing Lender by the Administrative Agent prior to the 2025 2024 Repricing Effective Date) of the 2024 Repricing Initial Advances held by such Rollover 2025 2024 Repricing Lender (the “Rollover 2025 2024 Repricing Advance Amount”) shall be deemed to be extinguished, repaid and no longer outstanding, and such Rollover 2025 2024 Repricing Lender shall thereafter hold a 2025 2024 Repricing Advance in an aggregate principal amount equal to such Rollover 2025 2024 Repricing Lender’s Rollover 2025 2024 Repricing Advance Amount and (ii) no Rollover 2025 2024 Repricing Lender shall receive any prepayment being made to other Initial Lenders holding 2024 Repricing Initial Advances to the extent of such Rollover 2025 2024 Repricing Lender’s Rollover 2025 2024 Repricing Advance Amount.

Cashless Roll. Any 2025 Repricing Existing Term Lender that is a 2024 Repricing Lender immediately prior to the 2025 Repricing Effective Date may elect for a “cashless roll” of 100% (or such lesser amount as may be notified to such 2024 Repricing Existing Term Lender by the Administrative Agent prior to the 2025 Repricing First Incremental Agreement Effective Date) of its 2024 Repricing Advances Existing Term Loans into 2025 Repricing Advances Tranche B Term Loans in the same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing 2025 Repricing Existing Term Lenders, the “Rollover 2025 Repricing Lenders”). It is understood and agreed that (ia) simultaneously with the deemed making (or deemed making) of 2025 Repricing Advances Tranche B Term Loans by each Rollover 2025 Repricing Lender and the payment to such Rollover 2025 Repricing Lender of all accrued and unpaid interest, premiums (if any) fees and other amounts in respect of its the Existing Term Loan in respect of such Rollover 2025 Repricing Advance Amount (as defined below)Amount, such elected amount (or such lesser amount as may be notified to such Rollover 2025 Repricing Lender by the Administrative Agent prior to the 2025 Repricing First Incremental Agreement Effective Date) of the 2024 Repricing Advances Existing Term Loans held by such Rollover 2025 Repricing Lender (the “Rollover 2025 Repricing Advance Amount”) shall be deemed to be extinguished, repaid and no longer outstanding, outstanding and such Rollover 2025 Repricing Lender shall thereafter hold a 2025 Repricing Advance Tranche B Term Loan in an aggregate principal amount equal to such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance Amount and Amount, (iib) no Rollover 2025 Repricing Lender shall receive any prepayment being made to other Existing Term Lenders holding 2024 Repricing Advances Existing Term Loans from the proceeds of the Tranche B Term Loans to the extent of such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance AmountAmount and (c) any Existing Term Loan held by a Rollover Lender that is not so allocated to such Rollover Lender as a Rollover Amount shall be repaid in full on the First Incremental Agreement Effective Date together with all accrued and unpaid amounts owing to such Existing Term Lender in respect of such amount.

Cashless Roll. Any 2025 Repricing Existing Term Lender that is a 2024 Repricing Lender immediately prior to the 2025 Repricing Effective Date may elect for a “cashless roll” of 100% (or such lesser amount as may be notified to such 2024 Repricing Existing Term Lender by the Administrative Agent prior to the 2025 Repricing Second Incremental Agreement Effective Date) of its 2024 Repricing Advances Existing Term Loans into 2025 Repricing Advances 2020 Term Loans in the same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing 2025 Repricing Existing Term Lenders, the “Rollover 2025 Repricing Lenders”). It is understood and agreed that (ia) simultaneously with the deemed making (or deemed making) of 2025 Repricing Advances 2020 Term Loans by each Rollover 2025 Repricing Lender and the payment to such Rollover 2025 Repricing Lender of all accrued and unpaid interest, premiums (if any) fees and other amounts in respect of its the Existing Term Loan in respect of such Rollover 2025 Repricing Advance Amount (as defined below)Amount, such elected amount (or such lesser amount as may be notified to such Rollover 2025 Repricing Lender by the Administrative Agent prior to the 2025 Repricing Second Incremental Agreement Effective Date) of the 2024 Repricing Advances Existing Term Loans held by such Rollover 2025 Repricing Lender (the “Rollover 2025 Repricing Advance Amount”) shall be deemed to be extinguished, repaid and no longer outstanding, outstanding and such Rollover 2025 Repricing Lender shall thereafter hold a 2025 Repricing Advance 2020 Term Loan in an aggregate principal amount equal to such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance Amount and Amount, (iib) no Rollover 2025 Repricing Lender shall receive any prepayment being made to other Existing Term Lenders holding 2024 Repricing Advances Existing Term Loans from the proceeds of the 2020 Term Loans to the extent of such Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance AmountAmount and (c) any Existing Term Loan held by a Rollover Lender that is not so allocated to such Rollover Lender as a Rollover Amount shall be repaid in full on the Second Incremental Agreement Effective Date together with all accrued and unpaid amounts owing to such Existing Term Lender in respect of such amount.