Common use of Cashless Roll Clause in Contracts

Cashless Roll. It is hereby agreed that upon the consummation of the Amendment and Restatement Date Refinancing, any Term Lender that holds term loans under the Original Credit Agreement immediately prior to the effectiveness of this Agreement (such term loans, the “Existing Term Loans”) and that has executed this Agreement as a Cashless Roll Term Lender (each, a “Cashless Roll Term Lender”) shall (i) have exchanged and converted all of the outstanding principal amount of its Existing Term Loans under the Original Credit Agreement plus the amount of all Amendment Payment Premium owed with respect to such Existing Term Loans for Term Loans hereunder, (ii) upon such exchange and conversion, be deemed to have funded Term Loans hereunder in an aggregate principal amount equal to the Existing Term Loans 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 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 Original Credit Agreement, without the need for further action (or further payment in cash or otherwise) by the Borrower or any other person.

Cashless Roll. It is hereby agreed that upon the consummation of the Amendment and Restatement Date Refinancing, any Any New Term Loan Lender that holds term loans under is an Initial Term Loan Lender prior to the Original Credit Agreement 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 effectiveness of this Agreement Effective Date (such term loans, 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 has executed this Agreement (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 a Cashless Roll defined below), all (or such lesser amount as the Lead Arrangers may allocate) of the Existing Term Loans held by such Rollover Lender (each, a the “Cashless Roll Term LenderRollover Amount”) shall (i) have exchanged and converted all of the outstanding principal amount of its Existing Term Loans under the Original Credit Agreement plus the amount of all Amendment Payment Premium owed with respect to such Existing Term Loans for Term Loans hereunder, (ii) upon such exchange and conversion, be deemed to have funded be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a New Term Loans hereunder Loan in an aggregate principal amount equal to the 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 and Amendment Payment Premium so exchanged and converted (and satisfied its Commitment hereunder to so fund 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 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 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 Original Credit Agreement, without each Rollover Lender hereby waives any rights or claims to indemnification pursuant to Section 2.10 of the need for further action (or further payment Credit Agreement in cash or otherwise) by respect of its Rollover Amount. By electing to consummate a “cashless roll”, each Rollover Lender shall also be granting a consent to approve the Borrower or any other personamendments contemplated hereby.

Cashless Roll. It is hereby agreed that upon the consummation of the Amendment and Restatement Date Refinancing, any Any Existing Term Lender that holds term loans under may elect for a “cashless roll” of 100% (or such lesser amount as may be notified to such Existing Term Lender by the Original Credit Agreement immediately Administrative Agent prior to the effectiveness of this Second Incremental Agreement (such term loans, the “Existing Term Loans”Effective Date) and that has executed this Agreement as a Cashless Roll Term Lender (each, a “Cashless Roll Term Lender”) shall (i) have exchanged and converted all of the outstanding principal amount of its Existing Term Loans under into 2020 Term Loans in the Original Credit Agreement plus same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing Existing Term Lenders, the amount “Rollover Lenders”). It is understood and agreed that (a) simultaneously with the deemed making of 2020 Term Loans by each Rollover Lender and the payment to such Rollover Lender of all Amendment Payment Premium owed with accrued and unpaid fees and other amounts in respect of the Existing Term Loan in respect of such Rollover Amount, such elected amount (or such lesser amount as may be notified to such Rollover Lender by the Administrative Agent prior to the Second Incremental Agreement Effective Date) of the Existing Term Loans for Term Loans hereunder, held by such Rollover Lender (iithe “Rollover Amount”) upon such exchange and conversion, shall be deemed to have funded be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a 2020 Term Loans hereunder Loan in an aggregate principal amount equal to the such Rollover Lender’s Rollover Amount, (b) no Rollover Lender shall receive any prepayment being made to other Existing Term Lenders holding Existing Term Loans and Amendment Payment Premium so exchanged and converted (and satisfied its Commitment hereunder to so fund from the proceeds of the 2020 Term Loans in to the extent of such amount), Rollover Lender’s Rollover Amount and (iiic) upon such exchange and conversion, become any Existing Term Loan held by a Term Rollover Lender hereunder with respect that is not so allocated to such Term Loans deemed funded. Each Cashless Roll Term Rollover Lender hereby agrees that, on and as of the Amendment and Restatement Date, all of the outstanding principal amount of its Existing Term Loans a Rollover Amount shall be deemed to have been repaid in full on the Second Incremental Agreement Effective Date together with all accrued and discharged, as if repaid unpaid amounts owing to such Existing Term Lender in cash in immediately available funds, for all purposes respect of the Original Credit Agreement, without the need for further action (or further payment in cash or otherwise) by the Borrower or any other personsuch amount.

Cashless Roll. It is hereby agreed that upon the consummation of the Amendment and Restatement Date Refinancing, any Any Existing Term Lender that holds term loans under may elect for a “cashless roll” of 100% (or such lesser amount as may be notified to such Existing Term Lender by the Original Credit Agreement immediately Administrative Agent prior to the effectiveness of this First Incremental Agreement (such term loans, the “Existing Term Loans”Effective Date) and that has executed this Agreement as a Cashless Roll Term Lender (each, a “Cashless Roll Term Lender”) shall (i) have exchanged and converted all of the outstanding principal amount of its Existing Term Loans under into 2019 Term Loans in the Original Credit Agreement plus same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing Existing Term Lenders, the amount “Rollover Lenders”). It is understood and agreed that (a) simultaneously with the deemed making of 2019 Term Loans by each Rollover Lender and the payment to such Rollover Lender of all Amendment Payment Premium owed with accrued and unpaid fees and other amounts in respect of the Existing Term Loan in respect of such Rollover Amount, such elected amount (or such lesser amount as may be notified to such Rollover Lender by the Administrative Agent prior to the First Incremental Agreement Effective Date) of the Existing Term Loans for Term Loans hereunder, held by such Rollover Lender (iithe “Rollover Amount”) upon such exchange and conversion, shall be deemed to have funded be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a 2019 Term Loans hereunder Loan in an aggregate principal amount equal to the such Rollover Lender’s Rollover Amount, (b) no Rollover Lender shall receive any prepayment being made to other Existing Term Lenders holding Existing Term Loans and Amendment Payment Premium so exchanged and converted (and satisfied its Commitment hereunder to so fund from the proceeds of the 2019 Term Loans in to the extent of such amount), Rollover Lender’s Rollover Amount and (iiic) upon such exchange and conversion, become any Existing Term Loan held by a Term Rollover Lender hereunder with respect that is not so allocated to such Term Loans deemed funded. Each Cashless Roll Term Rollover Lender hereby agrees that, on and as of the Amendment and Restatement Date, all of the outstanding principal amount of its Existing Term Loans a Rollover Amount shall be deemed to have been repaid in full on the First Incremental Agreement Effective Date together with all accrued and discharged, as if repaid unpaid amounts owing to such Existing Term Lender in cash in immediately available funds, for all purposes respect of the Original Credit Agreement, without the need for further action (or further payment in cash or otherwise) by the Borrower or any other personsuch amount.

Cashless Roll. It is hereby agreed that upon the consummation of the Amendment and Restatement Date Refinancing, any Any Existing Term Lender that holds term loans under may elect for a “cashless roll” of 100% (or such lesser amount as may be determined by the Original Credit Agreement immediately Lead Arranger and separately notified to such Existing Term Lender by the Lead Arranger prior to the effectiveness of this Agreement (such term loans, the “Existing Term Loans”First Amendment Effective Date) and that has executed this Agreement as a Cashless Roll Term Lender (each, a “Cashless Roll Term Lender”) shall (i) have exchanged and converted all of the outstanding principal amount of its Existing Term Loans under into Tranche B Term Loans in the Original Credit Agreement plus 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 amount Lead Arranger (such electing Existing Term Lenders, the “Rollover Lenders”). It is understood and agreed that (a) simultaneously with the deemed making of Tranche B Term Loans by each Rollover Lender and the payment to such Rollover Lender of all Amendment Payment Premium owed with accrued and unpaid fees and other amounts in respect of the Existing Term Loan in respect of such Rollover Amount, such elected amount (or such lesser amount as may be determined by the Lead Arranger and separately notified to such Rollover Lender by the Lead Arranger prior to the First Amendment Effective Date) of the Existing Term Loans for Term Loans hereunder, held by such Rollover Lender (iithe “Rollover Amount”) upon such exchange and conversion, shall be deemed to have funded be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a Tranche B Term Loans hereunder Loan in an aggregate principal amount equal to the such Rollover Lender’s Rollover Amount, (b) no Rollover Lender shall receive any prepayment being made to other Existing Term Lenders holding Existing Term Loans and Amendment Payment Premium so exchanged and converted (and satisfied its Commitment hereunder to so fund from the proceeds of the Tranche B Term Loans in to the extent of such amount), Rollover Lender’s Rollover Amount and (iiic) upon such exchange and conversion, become any Existing Term Loan held by a Term Rollover Lender hereunder with respect that is not so allocated to such Term Loans deemed funded. Each Cashless Roll Term Rollover Lender hereby agrees that, on and as of the Amendment and Restatement Date, all of the outstanding principal amount of its Existing Term Loans a Rollover Amount shall be deemed to have been repaid in full on the First Amendment Effective Date together with all accrued and discharged, as if repaid unpaid amounts owing to such Existing Term Lender in cash in immediately available funds, for all purposes respect of the Original Credit Agreement, without the need for further action (or further payment in cash or otherwise) by the Borrower or any other personsuch amount.

Cashless Roll. It is hereby agreed that upon the consummation of the Amendment and Restatement Date Refinancing, any Any Existing Term Lender that holds term loans under may elect for a “cashless roll” of 100% (or such lesser amount as may be notified to such Existing Term Lender by the Original Credit Agreement immediately Administrative Agent prior to the effectiveness of this Second Incremental Agreement (such term loans, the “Existing Term Loans”Effective Date) and that has executed this Agreement as a Cashless Roll Term Lender (each, a “Cashless Roll Term Lender”) shall (i) have exchanged and converted all of the outstanding principal amount of its Existing Term Loans under into Tranche C Term Loans in the Original Credit Agreement plus same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing Existing Term Lenders, the amount “Rollover Lenders”). It is understood and agreed that (a) simultaneously with the deemed making of Tranche C Term Loans by each Rollover Lender and the payment to such Rollover Lender of all Amendment Payment Premium owed with accrued and unpaid fees and other amounts in respect of the Existing Term Loan in respect of such Rollover Amount, such elected amount (or such lesser amount as may be notified to such Rollover Lender by the Administrative Agent prior to the Second Incremental Agreement Effective Date) of the Existing Term Loans for Term Loans hereunder, held by such Rollover Lender (iithe “Rollover Amount”) upon such exchange and conversion, shall be deemed to have funded be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a Tranche C Term Loans hereunder Loan in an aggregate principal amount equal to the such Rollover Lender’s Rollover Amount, (b) no Rollover Lender shall receive any prepayment being made to other Existing Term Lenders holding Existing Term Loans and Amendment Payment Premium so exchanged and converted (and satisfied its Commitment hereunder to so fund from the proceeds of the Tranche C Term Loans in to the extent of such amount), Rollover Lender’s Rollover Amount and (iiic) upon such exchange and conversion, become any Existing Term Loan held by a Term Rollover Lender hereunder with respect that is not so allocated to such Term Loans deemed funded. Each Cashless Roll Term Rollover Lender hereby agrees that, on and as of the Amendment and Restatement Date, all of the outstanding principal amount of its Existing Term Loans a Rollover Amount shall be deemed to have been repaid in full on the Second Incremental Agreement Effective Date together with all accrued and discharged, as if repaid unpaid amounts owing to such Existing Term Lender in cash in immediately available funds, for all purposes respect of the Original Credit Agreement, without the need for further action (or further payment in cash or otherwise) by the Borrower or any other personsuch amount.

Cashless Roll. It is hereby agreed that upon the consummation of the Amendment and Restatement Date Refinancing, any Term Any 2024 Repricing Lender that holds term loans under the Original Credit Agreement is an Initial Lender immediately prior to the effectiveness 2024 Repricing Effective Date may elect for a “cashless roll” of this Agreement 100% (or such lesser amount as may be notified to such Initial Lender by the Administrative Agent prior to the 2024 Repricing Effective Date) of its Initial Advances into 2024 Repricing Advances in the same principal amount by indicating such election on its signature page hereto (such term loanselecting 2024 Repricing Lenders, the “Existing Term LoansRollover 2024 Repricing Lenders”). It is understood and agreed that (i) simultaneously with the making (or deemed making) of 2024 Repricing Advances by each Rollover 2024 Repricing Lender and the payment to such Rollover 2024 Repricing Lender of all accrued and unpaid interest, premiums (if any) and that has executed this Agreement other amounts in respect of its Rollover 2024 Repricing Advance Amount (as a Cashless Roll Term defined below), such elected amount (or such lesser amount as may be notified to such Rollover 2024 Repricing Lender by the Administrative Agent prior to the 2024 Repricing Effective Date) of the Initial Advances held by such Rollover 2024 Repricing Lender (each, a the “Cashless Roll Term LenderRollover 2024 Repricing Advance Amount”) shall (i) have exchanged and converted all of the outstanding principal amount of its Existing Term Loans under the Original Credit Agreement plus the amount of all Amendment Payment Premium owed with respect to such Existing Term Loans for Term Loans hereunder, (ii) upon such exchange and conversion, be deemed to have funded Term Loans hereunder be extinguished, repaid and no longer outstanding, and such Rollover 2024 Repricing Lender shall thereafter hold a 2024 Repricing Advance in an aggregate principal amount equal to the Existing Term Loans and Amendment Payment Premium so exchanged and converted (and satisfied its Commitment hereunder to so fund Term Loans in such amount), Rollover 2024 Repricing Lender’s Rollover 2024 Repricing Advance Amount and (iiiii) upon no Rollover 2024 Repricing Lender shall receive any prepayment being made to other Initial Lenders holding Initial Advances to the extent of 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 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 Original Credit Agreement, without the need for further action (or further payment in cash or otherwise) by the Borrower or any other personRollover 2024 Repricing Lender’s Rollover 2024 Repricing Advance Amount.

Cashless Roll. It is hereby agreed that upon the consummation of the Amendment and Restatement Date Refinancing, any Any Existing Term Lender that holds term loans under may elect for a “cashless roll” of 100% (or such lesser amount as may be notified to such Existing Term Lender by the Original Credit Agreement immediately Administrative Agent prior to the effectiveness of this First Incremental Agreement (such term loans, the “Existing Term Loans”Effective Date) and that has executed this Agreement as a Cashless Roll Term Lender (each, a “Cashless Roll Term Lender”) shall (i) have exchanged and converted all of the outstanding principal amount of its Existing Term Loans under into Tranche B Term Loans in the Original Credit same principal amount by indicating such election for a cashless settlement option on its signature page hereto and executing this Incremental Agreement plus as a Rollover Lender and Tranche B Term Lender (such electing Existing Term Lenders, the amount “Rollover Lenders”). It is understood and agreed that (a) simultaneously with the deemed making of Tranche B Term Loans by each Rollover Lender and the payment to such Rollover Lender of all Amendment Payment Premium owed with accrued and unpaid fees and other amounts in respect of the Existing Term Loan in respect of such Rollover Amount, such elected amount (or such lesser amount as may be notified to such Rollover Lender by the Administrative Agent prior to the First Incremental Agreement Effective Date) of the Existing Term Loans for Term Loans hereunder, held by such Rollover Lender (iithe “Rollover Amount”) upon such exchange and conversion, shall be deemed to have funded be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a Tranche B Term Loans hereunder Loan in an aggregate principal amount equal to the such Rollover Lender’s Rollover Amount, (b) no Rollover Lender shall receive any prepayment being made to other Existing Term Lenders holding Existing Term Loans and Amendment Payment Premium so exchanged and converted (and satisfied its Commitment hereunder to so fund from the proceeds of the Tranche B Term Loans in to the extent of such amount), Rollover Lender’s Rollover Amount and (iiic) upon such exchange and conversion, become any Existing Term Loan held by a Term Rollover Lender hereunder with respect that is not so allocated to such Term Loans deemed funded. Each Cashless Roll Term Rollover Lender hereby agrees that, on and as of the Amendment and Restatement Date, all of the outstanding principal amount of its Existing Term Loans a Rollover Amount shall be deemed to have been repaid in full on the First Incremental Agreement Effective Date together with all accrued and discharged, as if repaid unpaid amounts owing to such Existing Term Lender in cash in immediately available funds, for all purposes respect of the Original Credit Agreement, without the need for further action (or further payment in cash or otherwise) by the Borrower or any other personsuch amount.

Cashless Roll. It Any 2025 Refinancing Term Loan Lender that is hereby agreed that upon the consummation of the Amendment and Restatement Date Refinancing, any an Existing Term Lender that holds term loans under may elect for a “cashless roll” of 100% (or such lesser amount as may be notified to such Existing Term Lender by the Original Credit Agreement immediately 2025 Refinancing Term Loan Arranger prior to the effectiveness of this Agreement (such term loans, the “Existing Term Loans”Refinancing Amendment Effective Date) and that has executed this Agreement as a Cashless Roll Term Lender (each, a “Cashless Roll Term Lender”) shall (i) have exchanged and converted all of the outstanding principal amount of its Existing Term Loans under into 2025 Refinancing Term Loans in the Original Credit Agreement plus same principal amount by indicating such election on its signature page hereto (such electing 2025 Refinancing Term Loan Lenders, the amount “Rollover Lenders” and, together with the Additional 2025 Refinancing Term Loan Lender, the “2025 Refinancing Term Loan Lenders”). It is understood and agreed that (i) simultaneously with the making of 2025 Refinancing Term Loans by each Rollover Lender and the payment to such Rollover Lender of all Amendment Payment Premium owed with accrued and unpaid interest, premiums and other amounts in respect of such Rollover Amount, such elected amount (or such lesser amount as may be notified to such Rollover Lender by the 2025 Refinancing Term Loan Arranger prior to the Refinancing Amendment Effective Date) of the Existing Term Loans for Term Loans hereunder, held by such Rollover Lender (iithe “Rollover Amount”) upon such exchange and conversion, shall be deemed to have funded be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a 2025 Refinancing Term Loans hereunder Loan in an aggregate principal amount equal to the such Rollover Lender’s Rollover Amount and (ii) no Rollover Lender shall receive any prepayment being made to other Existing Term Lenders holding Existing Term Loans and Amendment Payment Premium so exchanged and converted (and satisfied its Commitment hereunder to so fund from the proceeds of the 2025 Refinancing Term Loans in to the extent of 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 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 Original Credit Agreement, without the need for further action (or further payment in cash or otherwise) by the Borrower or any other personRollover Lender’s Rollover Amount.

Cashless Roll. It is hereby agreed that upon the consummation of the Amendment and Restatement Date Refinancing, any Any Existing Term Lender that holds term loans under may elect for a “cashless roll” of 100% (or such lesser amount as may be notified to such Existing Term Lender by the Original Credit Agreement immediately Administrative Agent prior to the effectiveness of this First Incremental Agreement (such term loans, the “Existing Term Loans”Effective Date) and that has executed this Agreement as a Cashless Roll Term Lender (each, a “Cashless Roll Term Lender”) shall (i) have exchanged and converted all of the outstanding principal amount of its Existing Term Loans under into Tranche B Term Loans in the Original Credit Agreement plus same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing Existing Term Lenders, the amount “Rollover Lenders”). It is understood and agreed that (a) simultaneously with the deemed making of Tranche B Term Loans by each Rollover Lender and the payment to such Rollover Lender of all Amendment Payment Premium owed with accrued and unpaid fees and other amounts in respect of the Existing Term Loan in respect of such Rollover Amount, such elected amount (or such lesser amount as may be notified to such Rollover Lender by the Administrative Agent prior to the First Incremental Agreement Effective Date) of the Existing Term Loans for Term Loans hereunder, held by such Rollover Lender (iithe “Rollover Amount”) upon such exchange and conversion, shall be deemed to have funded be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a Tranche B Term Loans hereunder Loan in an aggregate principal amount equal to the such Rollover Lender’s Rollover Amount, (b) no Rollover Lender shall receive any prepayment being made to other Existing Term Lenders holding Existing Term Loans and Amendment Payment Premium so exchanged and converted (and satisfied its Commitment hereunder to so fund from the proceeds of the Tranche B Term Loans in to the extent of such amount), Rollover Lender’s Rollover Amount and (iiic) upon such exchange and conversion, become any Existing Term Loan held by a Term Rollover Lender hereunder with respect that is not so allocated to such Term Loans deemed funded. Each Cashless Roll Term Rollover Lender hereby agrees that, on and as of the Amendment and Restatement Date, all of the outstanding principal amount of its Existing Term Loans a Rollover Amount shall be deemed to have been repaid in full on the First Incremental Agreement Effective Date together with all accrued and discharged, as if repaid unpaid amounts owing to such Existing Term Lender in cash in immediately available funds, for all purposes respect of the Original Credit Agreement, without the need for further action (or further payment in cash or otherwise) by the Borrower or any other personsuch amount.

Cashless Roll. It is hereby agreed that upon the consummation of the Amendment and Restatement Date Refinancing, any Term Any 2025 Repricing Lender that holds term loans under the Original Credit Agreement is a 2024 Repricing Lender immediately prior to the effectiveness 2025 Repricing Effective Date may elect for a “cashless roll” of this Agreement 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 term loanselecting 2025 Repricing Lenders, the “Existing Term LoansRollover 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 that has executed this Agreement other amounts in respect of its Rollover 2025 Repricing Advance Amount (as a Cashless Roll Term 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 (each, a the “Cashless Roll Term LenderRollover 2025 Repricing Advance Amount”) shall (i) have exchanged and converted all of the outstanding principal amount of its Existing Term Loans under the Original Credit Agreement plus the amount of all Amendment Payment Premium owed with respect to such Existing Term Loans for Term Loans hereunder, (ii) upon such exchange and conversion, be deemed to have funded Term Loans hereunder 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 the Existing Term Loans and Amendment Payment Premium so exchanged and converted (and satisfied its Commitment hereunder to so fund Term Loans in such amount), Rollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance Amount and (iiiii) upon no Rollover 2025 Repricing Lender shall receive any prepayment being made to other Lenders holding 2024 Repricing Advances to the extent of 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 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 Original Credit Agreement, without the need for further action (or further payment in cash or otherwise) by the Borrower or any other personRollover 2025 Repricing Lender’s Rollover 2025 Repricing Advance Amount.