Common use of Cashless Roll Clause in Contracts

Cashless Roll. Any New Term Loan Lender that is an Initial Term Loan Lender prior to the Effective Date (“Existing Term Loan Lenders”) may elect for a “cashless roll” of all (or such lesser amount as the Lead Arrangers may allocate), of its Initial Term Loans outstanding immediately prior to the Effective Date (the “Existing Term Loans”) by indicating such election on its signature page hereto (such electing New Term Loan Lenders, the “Rollover Lenders”). It is understood and agreed that (i) simultaneously with the making of New Term Loans by each Rollover Lender and the payment to such Rollover Lender of all accrued and unpaid interest and other amounts in respect of such Rollover Amount (as defined below), all (or such lesser amount as the Lead Arrangers may allocate) of the Existing Term Loans held by such Rollover Lender (the “Rollover Amount”) shall be deemed to be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a New Term Loan in an aggregate principal amount equal to such Rollover Lender’s Rollover Amount and (ii) no Rollover Lender shall receive any prepayment being made to other Existing Term Loan Lenders holding Existing Term Loans from the proceeds of the New Term Loans to the extent of such Rollover Lender’s Rollover Amount. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Rollover Lender hereby waives any rights or claims to indemnification pursuant to Section 2.10 of the Credit Agreement in respect of its Rollover Amount. By electing to consummate a “cashless roll”, each Rollover Lender shall also be granting a consent to approve the amendments contemplated hereby.

Cashless Roll. Any New Term Loan 2024 Repricing Lender that is an Initial Term Loan Lender immediately prior to the 2024 Repricing Effective Date (“Existing Term Loan Lenders”) may elect for a “cashless roll” of all 100% (or such lesser amount as may be notified to such Initial Lender by the Lead Arrangers may allocate), Administrative Agent prior to the 2024 Repricing Effective Date) of its Initial Term Loans outstanding immediately prior to Advances into 2024 Repricing Advances in the Effective Date (the “Existing Term Loans”) same principal amount by indicating such election on its signature page hereto (such electing New Term Loan 2024 Repricing Lenders, the “Rollover 2024 Repricing Lenders”). It is understood and agreed that (i) simultaneously with the making (or deemed making) of New Term Loans 2024 Repricing Advances by each Rollover 2024 Repricing Lender and the payment to such Rollover 2024 Repricing Lender of all accrued and unpaid interest interest, premiums (if any) and other amounts in respect of such its Rollover 2024 Repricing Advance Amount (as defined below), all such elected amount (or such lesser amount as may be notified to such Rollover 2024 Repricing Lender by the Lead Arrangers may allocateAdministrative Agent prior to the 2024 Repricing Effective Date) of the Existing Term Loans Initial Advances held by such Rollover 2024 Repricing Lender (the “Rollover 2024 Repricing Advance Amount”) shall be deemed to be extinguished, repaid and no longer outstanding outstanding, and such Rollover 2024 Repricing Lender shall thereafter hold a New Term Loan 2024 Repricing Advance in an aggregate principal amount equal to such Rollover 2024 Repricing Lender’s Rollover 2024 Repricing Advance Amount and (ii) no Rollover 2024 Repricing Lender shall receive any prepayment being made to other Existing Term Loan Initial Lenders holding Existing Term Loans from the proceeds of the New Term Loans Initial Advances to the extent of such Rollover 2024 Repricing Lender’s Rollover 2024 Repricing Advance Amount. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Rollover Lender hereby waives any rights or claims to indemnification pursuant to Section 2.10 of the Credit Agreement in respect of its Rollover Amount. By electing to consummate a “cashless roll”, each Rollover Lender shall also be granting a consent to approve the amendments contemplated hereby.

Cashless Roll. Any New Term Loan Lender that is an Initial Term Loan Lender prior to the Effective Date (“Existing Term Loan Lenders”) Lender may elect for a “cashless roll” of all 100% (or such lesser amount as may be determined by the Lead Arrangers may allocate), of its Initial Arranger and separately notified to such Existing Term Loans outstanding immediately Lender by the Lead Arranger prior to the First Amendment Effective Date (the “Date) of its Existing Term Loans”) Loans into 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 New Existing Term Loan Lenders, the “Rollover Lenders”). It is understood and agreed that (ia) simultaneously with the deemed making of New Tranche B Term Loans by each Rollover Lender and the payment to such Rollover Lender of all accrued and unpaid interest fees and other amounts in respect of the Existing Term Loan in respect of such Rollover Amount (as defined below)Amount, all such elected amount (or such lesser amount as may be determined by the Lead Arrangers may allocateArranger and separately notified to such Rollover Lender by the Lead Arranger prior to the First Amendment Effective Date) of the Existing Term Loans held by such Rollover Lender (the “Rollover Amount”) shall be deemed to be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a New Tranche B Term Loan in an aggregate principal amount equal to such Rollover Lender’s Rollover Amount and Amount, (iib) no Rollover Lender shall receive any prepayment being made to other Existing Term Loan Lenders holding Existing Term Loans from the proceeds of the New Tranche B Term Loans to the extent of such Rollover Lender’s Rollover Amount. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Amount and (c) any Existing Term Loan held by a Rollover Lender hereby waives any rights or claims that is not so allocated to indemnification pursuant 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 Section 2.10 of the Credit Agreement such Existing Term Lender in respect of its Rollover Amount. By electing to consummate a “cashless roll”, each Rollover Lender shall also be granting a consent to approve the amendments contemplated herebysuch amount.

Cashless Roll. Any New Term Loan Lender that is an Initial Term Loan Lender prior to the Effective Date (“Existing Term Loan Lenders”) Lender may elect for a “cashless roll” of all 100% (or such lesser amount as may be notified to such Existing Term Lender by the Lead Arrangers may allocate), of its Initial Term Loans outstanding immediately Administrative Agent prior to the Second Incremental Agreement Effective Date (the “Date) of its Existing Term Loans”) Loans into 2020 Term Loans in the same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing New Existing Term Loan Lenders, the “Rollover Lenders”). It is understood and agreed that (ia) simultaneously with the deemed making of New 2020 Term Loans by each Rollover Lender and the payment to such Rollover Lender of all accrued and unpaid interest fees and other amounts in respect of the Existing Term Loan in respect of such Rollover Amount (as defined below)Amount, all such elected amount (or such lesser amount as may be notified to such Rollover Lender by the Lead Arrangers may allocateAdministrative Agent prior to the Second Incremental Agreement Effective Date) of the Existing Term Loans held by such Rollover Lender (the “Rollover Amount”) shall be deemed to be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a New 2020 Term Loan in an aggregate principal amount equal to such Rollover Lender’s Rollover Amount and Amount, (iib) no Rollover Lender shall receive any prepayment being made to other Existing Term Loan Lenders holding Existing Term Loans from the proceeds of the New 2020 Term Loans to the extent of such Rollover Lender’s Rollover Amount. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Amount and (c) any Existing Term Loan held by a Rollover Lender hereby waives any rights or claims that is not so allocated to indemnification pursuant 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 Section 2.10 of the Credit Agreement such Existing Term Lender in respect of its Rollover Amount. By electing to consummate a “cashless roll”, each Rollover Lender shall also be granting a consent to approve the amendments contemplated herebysuch amount.

Cashless Roll. Any New It is hereby agreed that upon the consummation of the Amendment and Restatement Date Refinancing, any Term Loan Lender that is an Initial Term Loan Lender prior to holds term loans under the Effective Date (“Existing Term Loan Lenders”) may elect for a “cashless roll” of all (or such lesser amount as the Lead Arrangers may allocate), of its Initial Term Loans outstanding Original Credit Agreement immediately prior to the Effective Date effectiveness of this Agreement (such term loans, the “Existing Term Loans”) by indicating such election on its signature page hereto and that has executed this Agreement as a Cashless Roll Term Lender (such electing New each, a “Cashless Roll Term Loan Lenders, the “Rollover LendersLender”). It is understood and agreed that ) shall (i) simultaneously with the making of New Term Loans by each Rollover Lender have exchanged and the payment to such Rollover Lender of converted all accrued and unpaid interest and other amounts in respect of such Rollover Amount (as defined below), all (or such lesser amount as the Lead Arrangers may allocate) of the outstanding principal amount of its Existing Term Loans held by under the Original Credit Agreement plus the amount of all Amendment Payment Premium owed with respect to such Rollover Lender Existing Term Loans for Term Loans hereunder, (the “Rollover Amount”ii) shall upon such exchange and conversion, be deemed to be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a New have funded Term Loan Loans hereunder in an aggregate principal amount equal to such Rollover Lender’s Rollover Amount and (ii) no Rollover Lender shall receive any prepayment being made to other Existing Term Loan Lenders holding the Existing Term Loans from the proceeds and Amendment Payment Premium so exchanged and converted (and satisfied its Commitment hereunder to so fund Term Loans in such amount), and (iii) upon such exchange and conversion, become a Term Lender hereunder with respect to such Term Loans deemed funded. Each Cashless Roll Term Lender hereby agrees that, on and as of the New Amendment and Restatement Date, all of the outstanding principal amount of its Existing Term Loans shall be deemed to have been repaid in full and discharged, as if repaid in cash in immediately available funds, for all purposes of the extent of such Rollover Lender’s Rollover Amount. Notwithstanding anything to the contrary herein or in the Original Credit Agreement, each Rollover Lender hereby waives without the need for further action (or further payment in cash or otherwise) by the Borrower or any rights or claims to indemnification pursuant to Section 2.10 of the Credit Agreement in respect of its Rollover Amount. By electing to consummate a “cashless roll”, each Rollover Lender shall also be granting a consent to approve the amendments contemplated herebyother person.

Cashless Roll. Any New Term Loan Lender that is an Initial Term Loan Lender prior to the Effective Date (“Existing Term Loan Lenders”) Lender may elect for a “cashless roll” of all 100% (or such lesser amount as may be notified to such Existing Term Lender by the Lead Arrangers may allocate), of its Initial Term Loans outstanding immediately Administrative Agent prior to the First Incremental Agreement Effective Date (the “Date) of its Existing Term Loans”) Loans into 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 New Existing Term Loan Lenders, the “Rollover Lenders”). It is understood and agreed that (ia) simultaneously with the deemed making of New Tranche B Term Loans by each Rollover Lender and the payment to such Rollover Lender of all accrued and unpaid interest fees and other amounts in respect of the Existing Term Loan in respect of such Rollover Amount (as defined below)Amount, all such elected amount (or such lesser amount as may be notified to such Rollover Lender by the Lead Arrangers may allocateAdministrative Agent prior to the First Incremental Agreement Effective Date) of the Existing Term Loans held by such Rollover Lender (the “Rollover Amount”) shall be deemed to be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a New Tranche B Term Loan in an aggregate principal amount equal to such Rollover Lender’s Rollover Amount and Amount, (iib) no Rollover Lender shall receive any prepayment being made to other Existing Term Loan Lenders holding Existing Term Loans from the proceeds of the New Tranche B Term Loans to the extent of such Rollover Lender’s Rollover Amount. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Amount and (c) any Existing Term Loan held by a Rollover Lender hereby waives any rights or claims that is not so allocated to indemnification pursuant 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 Section 2.10 of the Credit Agreement such Existing Term Lender in respect of its Rollover Amount. By electing to consummate a “cashless roll”, each Rollover Lender shall also be granting a consent to approve the amendments contemplated herebysuch amount.

Cashless Roll. Any New Term Loan Lender that is an Initial Term Loan Lender prior to the Effective Date (“Existing Term Loan Lenders”) Lender may elect for a “cashless roll” of all 100% (or such lesser amount as may be notified to such Existing Term Lender by the Lead Arrangers may allocate), of its Initial Term Loans outstanding immediately Administrative Agent prior to the First Incremental Agreement Effective Date (the “Date) of its Existing Term Loans”) Loans into 2019 Term Loans in the same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing New Existing Term Loan Lenders, the “Rollover Lenders”). It is understood and agreed that (ia) simultaneously with the deemed making of New 2019 Term Loans by each Rollover Lender and the payment to such Rollover Lender of all accrued and unpaid interest fees and other amounts in respect of the Existing Term Loan in respect of such Rollover Amount (as defined below)Amount, all such elected amount (or such lesser amount as may be notified to such Rollover Lender by the Lead Arrangers may allocateAdministrative Agent prior to the First Incremental Agreement Effective Date) of the Existing Term Loans held by such Rollover Lender (the “Rollover Amount”) shall be deemed to be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a New 2019 Term Loan in an aggregate principal amount equal to such Rollover Lender’s Rollover Amount and Amount, (iib) no Rollover Lender shall receive any prepayment being made to other Existing Term Loan Lenders holding Existing Term Loans from the proceeds of the New 2019 Term Loans to the extent of such Rollover Lender’s Rollover Amount. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Amount and (c) any Existing Term Loan held by a Rollover Lender hereby waives any rights or claims that is not so allocated to indemnification pursuant 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 Section 2.10 of the Credit Agreement such Existing Term Lender in respect of its Rollover Amount. By electing to consummate a “cashless roll”, each Rollover Lender shall also be granting a consent to approve the amendments contemplated herebysuch amount.

Cashless Roll. Any New Term Loan Lender that is an Initial Term Loan Lender prior to the Effective Date (“Existing Term Loan Lenders”) Lender may elect for a “cashless roll” of all 100% (or such lesser amount as may be notified to such Existing Term Lender by the Lead Arrangers may allocate), of its Initial Term Loans outstanding immediately Administrative Agent prior to the Second Incremental Agreement Effective Date (the “Date) of its Existing Term Loans”) Loans into 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 New Existing Term Loan Lenders, the “Rollover Lenders”). It is understood and agreed that (ia) simultaneously with the deemed making of New Tranche C Term Loans by each Rollover Lender and the payment to such Rollover Lender of all accrued and unpaid interest fees and other amounts in respect of the Existing Term Loan in respect of such Rollover Amount (as defined below)Amount, all such elected amount (or such lesser amount as may be notified to such Rollover Lender by the Lead Arrangers may allocateAdministrative Agent prior to the Second Incremental Agreement Effective Date) of the Existing Term Loans held by such Rollover Lender (the “Rollover Amount”) shall be deemed to be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a New Tranche C Term Loan in an aggregate principal amount equal to such Rollover Lender’s Rollover Amount and Amount, (iib) no Rollover Lender shall receive any prepayment being made to other Existing Term Loan Lenders holding Existing Term Loans from the proceeds of the New Tranche C Term Loans to the extent of such Rollover Lender’s Rollover Amount. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Amount and (c) any Existing Term Loan held by a Rollover Lender hereby waives any rights or claims that is not so allocated to indemnification pursuant 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 Section 2.10 of the Credit Agreement such Existing Term Lender in respect of its Rollover Amount. By electing to consummate a “cashless roll”, each Rollover Lender shall also be granting a consent to approve the amendments contemplated herebysuch amount.

Cashless Roll. Any New Term Loan Lender that is an Initial Term Loan Lender prior to the Effective Date (“Existing Term Loan Lenders”) Lender may elect for a “cashless roll” of all 100% (or such lesser amount as may be notified to such Existing Term Lender by the Lead Arrangers may allocate), of its Initial Term Loans outstanding immediately Administrative Agent prior to the First Incremental Agreement Effective Date (the “Date) of its Existing Term Loans”) Loans into 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 New Existing Term Loan Lenders, the “Rollover Lenders”). It is understood and agreed that (ia) simultaneously with the deemed making of New Tranche B Term Loans by each Rollover Lender and the payment to such Rollover Lender of all accrued and unpaid interest fees and other amounts in respect of the Existing Term Loan in respect of such Rollover Amount (as defined below)Amount, all such elected amount (or such lesser amount as may be notified to such Rollover Lender by the Lead Arrangers may allocateAdministrative Agent prior to the First Incremental Agreement Effective Date) of the Existing Term Loans held by such Rollover Lender (the “Rollover Amount”) shall be deemed to be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a New Tranche B Term Loan in an aggregate principal amount equal to such Rollover Lender’s Rollover Amount and Amount, (iib) no Rollover Lender shall receive any prepayment being made to other Existing Term Loan Lenders holding Existing Term Loans from the proceeds of the New Tranche B Term Loans to the extent of such Rollover Lender’s Rollover Amount. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Amount and (c) any Existing Term Loan held by a Rollover Lender hereby waives any rights or claims that is not so allocated to indemnification pursuant 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 Section 2.10 of the Credit Agreement such Existing Term Lender in respect of its Rollover Amount. By electing to consummate a “cashless roll”, each Rollover Lender shall also be granting a consent to approve the amendments contemplated herebysuch amount.