Common use of Titles and Roles Clause in Contracts

Titles and Roles. Each of BofA Securities, MSSF and DBSI (in each case acting alone or through or with affiliates selected by it) will act as a lead arranger and bookrunning manager for each of the Facilities (together in such capacities, and together with each Additional Committing Lender pursuant to this Section 2, collectively the “Lead Arrangers”, and each a “Lead Arranger”). Bank of America (acting alone or through or with affiliates selected by it) will act as sole administrative agent and collateral agent for the ABL Facility (in such capacity, the “ABL Administrative Agent”). Bank of America (acting alone or through or with affiliates selected by it) will act as sole administrative agent and collateral agent for the First Lien Term Facility (in such capacity, the “First Lien Administrative Agent” and, together with the ABL Administrative Agent the “Administrative Agents”, and each an “Administrative Agent”). You will have the right (the “Designation Right”), on or prior to the date that is fifteen (15) business days after the date of your acceptance of this Commitment Letter, in your sole discretion, to appoint one or more entities (with affiliated entities being treated as a single entity) as an Initial Lender, additional agent, co-agent, lead arranger, arranger, bookrunner, manager or co-manager and to confer other titles in respect of any Facility on any such entity (any such agent, co-agent, lead arranger, arranger, bookrunner, manager, co-manager or holder of another title, an “Additional Committing Lender”) in addition to the Commitment Party that is a party to this Commitment Letter on the date hereof, in a manner and with economics determined by you. If you appoint one or more Additional Committing Lenders with respect to a Facility:

Titles and Roles. Each of BofA SecuritiesYou hereby appoint (a) DBSI and HSBC Securities to act, MSSF and DBSI (in and HSBC Securities each case acting alone or through or with affiliates selected by it) will act hereby agree to act, as a joint lead arranger arrangers and bookrunning manager joint book managers for each of the Facilities (DBSI and HSBC Securities, together in such capacities, and together with each Additional Committing Lender pursuant to this Section 2, collectively the “Lead Arrangers”, and each a “Lead Arranger”). Bank of America (acting alone or through or with affiliates selected by it) will act as sole administrative agent and collateral agent for the ABL Facility (in such capacity, the “ABL Lead Arrangers”) and (b) DBNY to act, and DBNY hereby agrees to act, as sole Administrative AgentAgent for the Facilities, in each case upon the terms set forth in the Credit Agreement. Each of DBSI, DBNY and HSBC Securities will perform the duties and exercise the authority customarily performed and exercised by it in the foregoing roles. You agree that DBSI will have “left” placement in any and all marketing materials or other documentation used in connection with the Facilities and will hold the leading role and have the responsibilities conventionally associated with such “left” placement (including maintaining sole “physical books”). Bank In connection with the syndication of America (acting alone or through or with affiliates selected by it) will act as sole administrative agent and collateral agent for the First Lien Term Facility (in such capacityFacilities, the “First Lien Administrative Agent” and, together with the ABL Administrative Agent the “Administrative Agents”, and each an “Administrative Agent”). You will Lead Arrangers shall have the right (the “Designation Right”), on or prior in consultation with you) to the date that is fifteen (15) business days after the date of your acceptance of this Commitment Letter, in your sole discretion, to appoint award one or more entities (with affiliated entities being treated of the roles or titles described above, or such other titles as a single entity) may be determined by the Lead Arrangers, to one or more other Lenders or affiliates thereof, in each case as an Initial Lenderdetermined by the Lead Arrangers in their sole discretion. You agree that, additional agentexcept as contemplated above, no other agents, co-agentagents or arrangers will be appointed, lead arranger, arranger, bookrunner, manager or co-manager and to confer no other titles will be awarded and no compensation (other than that expressly contemplated by this Fee Letter and the Credit Agreement) will be paid in respect of any Facility on any connection with the Facilities unless you and we shall so agree. Furthermore, you acknowledge and agree that you shall, and shall cause the other Loan Parties to, enter into such entity (any such agent, co-agent, lead arranger, arranger, bookrunner, manager, co-manager or holder of another title, an “Additional Committing Lender”) in addition amendments to the Commitment Party that is a party Credit Agreement and other Loan Documents satisfactory to the Lead Arrangers as may be reasonably requested by the Lead Arrangers to effectuate the provisions of this Commitment Letter on the date hereof, in a manner and with economics determined by you. If you appoint one or more Additional Committing Lenders with respect to a Facility:paragraph.

Titles and Roles. Each of BofA (a) TD Securities, MSSF and DBSI (in each case acting alone or through or with affiliates selected by it) , will act as a the left lead arranger and bookrunning manager for each of the Facilities (together in such capacities, and together with each Additional Committing Lender pursuant to this Section 2, collectively the “Lead Arrangers”, and each a “Lead Arranger”). Bank of America (acting alone or through or with affiliates selected by it) will act as sole administrative agent and collateral agent bookrunner for the ABL Senior Facility (in such capacity, the “ABL Administrative AgentLead Arranger”). TD Securities will have the left and highest placement on any information memoranda and other marketing materials relating to the Senior Facility, and shall hold the role and responsibilities conventionally associated with such placement, including maintaining sole physical books for the Senior Facility. TD Bank of America (acting alone or through or with affiliates selected by itTexas) will act as the sole administrative agent and collateral agent for the First Lien Term Facility (in such capacity, Senior Facility. Additional lead arrangers may be appointed by the “First Lien Administrative Agent” and, together with the ABL Administrative Agent the “Administrative Agents”, and each an “Administrative Agent”). You will have the right Borrower (the “Designation RightJoint Lead Arrangers”)) with the consent of TD Securities, on and the Borrower may pay the Joint Lead Arrangers fees as reasonably approved in writing by TD Securities. No additional arrangers, other agents, co-agents, arrangers or prior bookrunners will be appointed, no other titles will be awarded and no compensation (other than to the date Commitment Parties or as expressly contemplated in this Commitment Letter) will be paid in connection with the Senior Facility without the prior written approval of the Lead Arranger in its sole discretion. In consideration of the time and resources that is fifteen (15) business days after the date of your acceptance TD Parties will devote to the Senior Facility, you agree that, during the term of this Commitment Letter, in neither you, nor any of your sole discretionsubsidiaries or affiliates, to appoint one will initiate, solicit, entertain, permit or more entities (enter into any discussions with affiliated entities being treated as a single entity) as an Initial Lenderany other bank, additional agentinvestment bank, co-agentfinancial institution, lead arranger, arranger, bookrunner, manager person or co-manager and to confer other titles entity in respect of any structuring, arranging, underwriting, offering, placing or syndicating of all or any portion of the Senior Facility on any such entity (any such agent, co-agent, lead arranger, arranger, bookrunner, manager, co-manager or holder of another title, an “Additional Committing Lender”) unless agreed to in addition to writing by the Commitment Party Lead Arranger; provided that is a party to this Commitment Letter on shall not prohibit you, or any of your subsidiaries or affiliates, from initiating, soliciting, entertaining, permitting or entering into any discussions with any other bank, investment bank, financial institution, person or entity in respect of any structuring, arranging, underwriting, offering, placing or syndicating of all or any portion of any financing required in connection with a sale of all or substantially all of the date hereofBorrower or its assets to a third party, in each case, in a manner consistent with and with economics determined not prohibited by you. If you appoint one or more Additional Committing Lenders with respect to a Facility:the Restructuring Support Agreement.

Titles and Roles. Each of BofA SecuritiesYou hereby appoint (a) CGMI to act, MSSF and DBSI CGMI hereby agrees to act, as sole arranger and sole bookrunner for the 364-Day Facility and (b) Citi to act, and Citi hereby agrees to act, as sole administrative agent for the 364-Day Facility, in each case acting alone upon the terms and subject to the conditions set forth or through or with affiliates selected by it) will referred to in this Commitment Letter. You hereby further appoint CGMI to act as a lead sole arranger and bookrunning manager sole bookrunner for each any Other Bank Facility that you or any of your subsidiaries may seek to obtain in connection with the Acquisition (or any other acquisition of all or substantially all of the Facilities equity interest in, or all or substantially all of the assets of, the Acquired Company and its subsidiaries) or the replacement or refinancing of the Bridge Loan Facility, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. You acknowledge and agree that this Commitment Letter is neither an express nor an implied commitment by Citi or any affiliate of CGMI to provide any portion of any Other Bank Facility, and any such commitment, if provided, will be subject to the terms of such Other Bank Facility being satisfactory to the relevant affiliate of CGMI and will be provided pursuant to a separate written agreement between such affiliate of CGMI and you. CGMI, in its capacities as the sole arranger and sole bookrunner (together in such capacities, the “Arranger”) for the 364-Day Facility or for any Other Bank Facility with respect to which, in accordance with the immediately preceding paragraph, it acts in such capacities (the 364-Day Facility or such Other Bank Facility being referred to as a “New Bank Facility”), will perform the duties, and together with exercise the authority, customarily performed by it in such role, including using its commercially reasonable efforts to secure commitments for each Additional Committing Lender New Bank Facility from other banks and other financial institutions pursuant to this Section 2, collectively a syndication to be managed exclusively by the Arranger (such banks and other financial institutions participating in any New Bank Facility being referred to as the “Lead Arrangers”, and each a “Lead ArrangerLenders”). Bank of America (acting alone or through or with affiliates selected by it) will act as sole administrative agent and collateral agent for At the ABL Facility Arranger’s option (in such capacity, the “ABL Administrative Agent”). Bank of America (acting alone or through or with affiliates selected by it) will act as sole administrative agent and collateral agent for the First Lien Term Facility (in such capacity, the “First Lien Administrative Agent” and, together consultation with the ABL Administrative Agent the “Administrative Agents”, and each an “Administrative Agent”). You will have the right (the “Designation Right”Borrower), on or prior to the date that is fifteen (15) business days after the date of your acceptance of this Commitment Letter, in your sole discretion, to appoint one or more entities (CGMI and/or Citi may also be designated with affiliated entities being treated as a single entity) as an Initial Lender, additional agent, co-agent, lead arranger, arranger, bookrunner, manager or co-manager and to confer such other titles in respect of any New Bank Facility on as may be deemed appropriate or desirable by the Arranger (in consultation with the Borrower). In connection with the syndication of any New Bank Facility, it is understood and agreed that additional financial institutions may be appointed to serve as agents or co-agents for, and other titles may be awarded in connection with, such entity (New Bank Facility, in each case as mutually agreed between you and the Arranger; provided that no financial institution shall receive any such agentarrangement, structuring, underwriting or similar fee in connection with its participation in any New Bank Facility other than as provided in the Fee Letter referred to below. You agree that, except as contemplated above, no other agents, co-agentagents, lead arrangerarrangers or bookrunners will be appointed, arranger, bookrunner, manager, co-manager or holder of another title, an “Additional Committing Lender”) in addition to the Commitment Party no other titles will be awarded and no compensation (other than that is a party to expressly contemplated by this Commitment Letter on and the date hereof, Fee Letter) will be paid in a manner connection with any New Bank Facility unless you and with economics determined by you. If you appoint one or more Additional Committing Lenders with respect to a Facility:we shall so agree.

Titles and Roles. Each It is agreed that (i) each of Citi, Mizuho and BofA Securities, MSSF and DBSI (in each case acting alone or through or with affiliates selected by it) Securities will act as a joint active lead arranger and bookrunning manager for each of the Facilities (together with any other lead arranger, if any, appointed pursuant to the following paragraph, each in such capacitiescapacity, and together with each Additional Committing Lender pursuant to this Section 2a “Lead Arranger” and, collectively collectively, the “Lead Arrangers”) and (ii) each of Citi, Mizuho and each a “Lead Arranger”). Bank of America (acting alone or through or with affiliates selected by it) BofA Securities will act as sole administrative agent and collateral agent a joint active bookrunner for each of the ABL Facility Facilities (together with any other bookrunner, if any, appointed pursuant to the following paragraph, each in such capacity, a “Joint Bookrunner” and, collectively, the “ABL Administrative AgentJoint Bookrunners”). Bank Prior to the public announcement of America the entering into of a Merger Agreement (acting alone or through or with affiliates selected by it) will act as sole administrative agent and collateral agent for the First Lien Term Facility (in such capacityor, if earlier, the “First Lien Administrative Agent” and, together with entering into of the ABL Administrative Agent the “Administrative Agents”, and each an “Administrative Agent”). You will have the right (the “Designation Right”applicable Facilities Documentation), you will select one or more of the initial Lead Arrangers (or relevant affiliate) that are party to this Commitment Letter on or prior to the date that is fifteen (15) business days after the date of your acceptance of this Commitment LetterLetter (the “Signing Date”) to appear on the top left on the marketing materials for each of the Facilities and shall appoint an administrative agent in respect thereof in accordance with the Term Sheets (collectively, the “Administrative Agents”). Except as set forth below, you agree that no other agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid by you or any of your affiliates to any Lender (as defined below) in your sole discretionorder to obtain its commitment to participate in the Facilities unless you and the Lead Arrangers shall so agree; provided that you may, on or prior to the Syndication Start Date (as defined below), appoint one or more entities additional joint lead arrangers and/or joint bookrunners (with affiliated entities being treated as a single entity“Additional Arrangers”) as an Initial Lenderfor the Facilities, and award such joint lead arrangers and/or joint bookrunners, additional agent, agent or co-agent, lead arranger, arranger, bookrunner, manager or co-manager titles or confer other titles in a manner and with economics set forth in the immediately succeeding proviso (it being understood that, to the extent you appoint any additional joint lead arrangers, joint bookrunners, agents, co-agents, managers or co-managers or confer other titles in respect of the Facilities (the “Additional Agents” and, together with the Additional Arrangers and/or their respective affiliates providing a commitment hereunder, the “Additional Commitment Parties”), then, notwithstanding anything in Section 3 to the contrary, the commitments of the Initial Lenders on the Signing Date in respect of the Facilities, in each case pursuant to and in accordance with this proviso, will be permanently reduced ratably by the amount of the commitments of such appointed Additional Commitment Parties in respect of each of the Facilities, with such reduction allocated in the manner described in clause (y) of the succeeding proviso, upon the execution by such Additional Commitment Party (and any Facility on relevant affiliate) of customary joinder documentation and, thereafter, each such Additional Commitment Party (and any relevant affiliate) shall constitute a “Commitment Party,” “Lead Arranger” and/or “Joint Bookrunner” hereunder and it or its relevant affiliate providing such entity (any such agent, co-agent, lead arranger, arranger, bookrunner, manager, co-manager or holder of another title, commitment shall constitute an “Additional Committing Initial Lender”, “Initial Capital Markets Bridge Lender” and “Initial Cash Flow Bridge Lender”, as applicable, hereunder); provided, further, that, in connection with the appointment of any Additional Commitment Party for the Facilities in accordance with the immediately preceding proviso, (x) the aggregate underwriting economics payable to all such Additional Commitment Parties (or any relevant affiliate thereof) in addition respect of the Facilities shall not exceed 25% (less the amount, if any, of the underwriting economics previously allocated by the initial Lead Arrangers to any Approved Lender pursuant to Section 3 below) of the total underwriting economics that would otherwise be payable to the Commitment Party that is a party to this Commitment Letter Parties based on the date hereoftotal commitments of the Initial Lenders as of the Signing Date in respect of the Facilities pursuant to the Fee Letter (and, if such Additional Commitment Party is joined after March 1, 2020, exclusive of any structuring fees, which shall be solely for the accounts of the Initial Lenders as of the Signing Date, and any fees payable to the Administrative Agents in their capacities as such), (y) each Additional Commitment Party (or its relevant affiliates) shall assume a manner and with economics determined by you. If you appoint one or more Additional Committing proportion of the commitments of the Initial Lenders on the Signing Date with respect to each of the Facilities (with such commitments to be allocated ratably across each of the Facilities) that is equal to the proportion of the economics allocated to such Additional Commitment Party and (z) no Additional Commitment Party shall receive a Facility:greater percentage of the total economics in respect of the Facilities than any Initial Lender. The commitments and other obligations hereunder of the Commitment Parties, including any Additional Commitment Party that becomes a Commitment Party pursuant to the foregoing, are and shall be, several and not joint.

Titles and Roles. Each JPMCB is pleased to inform you that it hereby agrees to act, and you hereby appoint JPMCB to act, as sole administrative agent for the Facility for a syndicate of BofA Securitieslenders that will participate in the Facility (together with JPMCB, MSSF the “Lenders”). In addition, JPMorgan is pleased to inform you that it hereby agrees to act, and DBSI (in each case acting alone or through or with affiliates selected by it) will act you hereby appoint JPMorgan to act, as a sole lead arranger and bookrunning manager sole bookrunner for each of the Facilities Facility (together in such capacities, and together with each Additional Committing Lender pursuant to this Section 2, collectively the “Lead Arrangers”, and each a “Lead Arranger”). Bank of America (acting alone or through or with affiliates selected by it) will act as sole administrative agent and collateral agent for At the ABL Facility Arranger’s option (in such capacity, the “ABL Administrative Agent”). Bank of America (acting alone or through or with affiliates selected by it) will act as sole administrative agent and collateral agent for the First Lien Term Facility (in such capacity, the “First Lien Administrative Agent” and, together consultation with the ABL Administrative Agent the “Administrative Agents”, and each an “Administrative Agent”). You will have the right (the “Designation Right”Borrower), on or prior to the date that is fifteen (15) business days after the date of your acceptance of this Commitment LetterJPMCB, in your sole discretion, to appoint JPMorgan and/or one or more entities (of their respective affiliates may also be designated with affiliated entities being treated as a single entity) as an Initial Lender, additional agent, co-agent, lead arranger, arranger, bookrunner, manager or co-manager and to confer such other titles in respect of any the Facility on as may be deemed appropriate or desirable by the Arranger (in consultation with the Borrower). The Arranger will perform the duties, and exercise the authority, customarily performed by it in such role, including exclusive management of the syndication of the Facility. In connection with the syndication of the Facility, the Arranger shall have the right to award one or more of the roles or titles described above, or such other titles as may be determined by the Arranger, to one or more other Lenders or affiliates thereof, in each case as determined by the Arranger (in consultation with the Borrower), it being understood that notwithstanding any such entity (award, JPMorgan will have “left” placement in any and all marketing materials or other documentation used in connection with the Facility and shall hold the leading role and responsibilities conventionally associated with such agent“left” placement. You agree that, except as contemplated above, no other agents, co-agentagents, lead arrangerarrangers or bookrunners will be appointed, arranger, bookrunner, manager, co-manager or holder of another title, an “Additional Committing Lender”) in addition to the Commitment Party no other titles will be awarded and no compensation (other than that is a party to expressly contemplated by this Commitment Letter on and the date hereof, Fee Letter referred to below) will be paid in a manner connection with the Facility unless you and with economics determined by you. If you appoint one or more Additional Committing Lenders with respect to a Facility:we shall so agree.

Titles and Roles. Each of BofA Xxxxx Fargo Securities, MSSF BofA Securities and DBSI (in TD Bank, each case acting alone or through or with affiliates selected by it) , will act as a the joint bookrunners and joint lead arranger and bookrunning manager for each of the Facilities arrangers (together in such capacities, and together with each Additional Committing Lender pursuant to this Section 2, collectively the “Lead Arrangers”, ) in arranging and each a “Lead Arranger”)syndicating the Term A Facility. Xxxxx Fargo Bank of America (acting alone or through or with affiliates an affiliate selected by it) will continue to act as the sole administrative agent and collateral agent for the ABL Existing Credit Agreement, including for the Term A Facility (in such capacity, the “ABL Administrative Agent”). Bank of America No additional agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded, and no other compensation will be paid (acting alone other than compensation expressly contemplated by this Commitment Letter and the Fee Letter) unless you and we shall agree in writing. It is further agreed that Xxxxx Fargo Securities will have the “left” and “highest” placement in any and all marketing materials or through or other documentation used in connection with affiliates selected by it) will act as the Term A Facility and shall hold the leading role and responsibilities conventionally associated with such placement, including maintaining sole administrative agent and collateral agent physical books for the First Lien Term Facility (in such capacity, the “First Lien Administrative Agent” and, together with the ABL Administrative Agent the “Administrative Agents”, and each an “Administrative Agent”)A Facility. You will have designate one of the right Lead Arrangers or any third party that you so elect to act as Interim Facility Agent and Interim Security Agent (each as defined in the Interim Facilities Agreement) (the “Designation RightIFA Agent”), on ) and each Lead Arranger irrevocably and unconditionally confirms that (x) they will accept (or prior to procure that an affiliate accepts) such appointment and (y) they will accept the date that is fifteen (15) business days after the date of your acceptance of this Commitment Letter, in your sole discretion, to appoint one or more entities (with affiliated entities being treated as a single entity) as an Initial Lender, additional agent, co-agent, lead arranger, arranger, bookrunner, manager or co-manager and to confer other titles in respect appointment of any Facility on any other person in such entity (any such agent, co-agent, lead arranger, arranger, bookrunner, manager, co-manager or holder of another title, an “Additional Committing Lender”role(s) in addition to the Commitment Party that is a party to this Commitment Letter on the date hereof, in a manner and with economics determined if so designated by you. If you appoint one or more Additional Committing Lenders with respect to a Facility:For the avoidance of doubt, each Commitment Party confirms that its commitments under this letter are not conditional upon being so appointed as Interim Facility Agent and/or Interim Security Agent.

Titles and Roles. Each of BofA Securities, MSSF and DBSI It is agreed that (in each case acting alone or through or with affiliates selected by ita) Xxxxxx Xxxxxxx will act as a lead arranger and bookrunning manager bookrunner for each of the Credit Facilities (together as defined in Exhibit A) (in such capacities, and together with each Additional Committing Lender pursuant to this Section 2, collectively the “Lead Arrangers”, and each a “Lead Arranger”). Bank of America ) and (acting alone or through or with affiliates selected by itb) Xxxxxx Xxxxxxx will act as sole administrative agent and collateral agent for the ABL Facility (in such capacity, the “ABL Administrative Agent”) for the Credit Facilities (as defined in Exhibit A). Bank It is further agreed that Xxxxxx Xxxxxxx shall have “left side” designation and shall appear on the top left of America any Information Materials (acting alone as defined below) and all other marketing materials in respect of the Credit Facilities and will hold the leading role and responsibilities conventionally associated with such “left” placement, including maintaining sole physical books in respect of the Credit Facilities. You agree that no other agents, co-agents, arrangers or through or with affiliates selected bookrunners will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by itthis Commitment Letter and the Fee Letter referred to below) will act be paid to any Lender (as sole administrative agent defined below) in order to obtain its commitment to participate in the Credit Facilities unless you and collateral agent for we shall so agree. Notwithstanding anything to the First Lien contrary herein, Xxxxxx Xxxxxxx may, subject to your consent if required by clause (a) in the proviso to this sentence, appoint up to five (5) additional financial institutions or other entities, and Xxxxxx Xxxxxxx will, to the extent required by clause (b) in the proviso to this sentence, appoint additional financial institutions or other entities appointed by you (the “Additional Arrangers”; together with Xxxxxx Xxxxxxx and any affiliate of an Additional Arranger to whom Xxxxxx Xxxxxxx assigns a portion of its commitments pursuant to this Section 2, the “Initial Lenders”) as additional agents, arrangers, bookrunners or managers and obtain commitments from the Additional Arrangers or one or more of their affiliates to provide a portion of the aggregate principal amount of each of the Revolving Credit Facility, Term Loan A Facility and the Term Loan B Facility, and Xxxxxx Xxxxxxx agrees to assign a portion of its commitments hereunder (in such capacity, the “First Lien Administrative Agent” and, together with the ABL Administrative Agent the “Administrative Agents”, and amounts as determined by Xxxxxx Xxxxxxx) to each an “Administrative Agent”Additional Arranger (or its affiliates). You will ; provided that (a) Xxxxxx Xxxxxxx shall have the right to assign a portion of its commitments not to exceed 10% of the aggregate principal amount of the commitments set forth in Section 1 to (the “Designation Right”), on or prior to the date that is fifteen (15i) business days after the date of your acceptance of this Commitment Letter, in your its sole discretion, to appoint one or more entities Additional Arrangers who are lenders holding an aggregate principal amount as of the date hereof of at least $40,000,000 of Revolving Loans and Incremental Term Loans (with affiliated entities being treated each as a single entity) defined in the Existing Credit Agreement (as an Initial Lender, additional agent, co-agent, lead arranger, arranger, bookrunner, manager or co-manager and to confer other titles in respect of any Facility on any such entity (any such agent, co-agent, lead arranger, arranger, bookrunner, manager, co-manager or holder of another title, an “Additional Committing Lender”defined below)) in addition the form of term A loans under the Existing Credit Agreement (as defined below) and/or (ii) other Additional Arrangers with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (b) the Commitment Party that is a party Borrower shall have the right to designate Additional Arrangers with the consent of Xxxxxx Xxxxxxx (such consent not to be unreasonably withheld or delayed) pursuant to this Commitment Letter on sentence within fourteen days following the date hereofhereof who assume a portion of Xxxxxx Xxxxxxx’x commitments not to exceed 25% of the aggregate principal amount of the commitments set forth in Section 1, (c) each Additional Arranger shall be required to assume a pro rata portion of the commitments of Xxxxxx Xxxxxxx under each Credit Facility and execute and deliver customary joinder documentation reasonably acceptable to you and us, (d) the commitments of Xxxxxx Xxxxxxx immediately prior to such appointment will be reduced by the amount of the commitments assumed from Xxxxxx Xxxxxxx by such other financial institutions or entities and (e) in a manner and with economics determined by you. If you appoint one or more Additional Committing Lenders with respect no event shall Xxxxxx Xxxxxxx’x commitments be reduced to a Facility:an aggregate principal amount of less than 65% of the aggregate principal amount of the commitments set forth in Section 1 as the result of assignments under this Section 2.

Titles and Roles. Each of BofA Securities, MSSF It is agreed that (a) BMOCM and DBSI (in each case acting alone or through or with affiliates selected by it) Barclays will act as a joint lead arranger arrangers and bookrunning manager joint bookrunners for each of the Facilities Exit Facility (together acting in such capacities, and together with each Additional Committing Lender pursuant to this Section 2, collectively the “Lead Arrangers”, ) and each a “Lead Arranger”). (b) BMO Bank of America (acting alone or through or with affiliates selected by it) will act as sole administrative agent and collateral agent for the ABL Exit Facility. It is further agreed that (a) BMO will have “left” and “highest” placement in any and all marketing materials or other documentation used in connection with the Exit Facility and shall hold the leading role and responsibilities conventionally associated with such placement, including maintaining the sole physical books for the Exit Facility and (b) Barclays will have placement immediately to the right of BMO in such capacityorder in any and all marketing materials or other documentation used in connection with the Exit Facility. You agree that no other agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the “ABL Administrative Agent”). Bank of America (acting alone or through or with affiliates selected by itFee Letters referred to below) will act as sole administrative agent and collateral agent for the First Lien Term Facility (be paid in such capacity, the “First Lien Administrative Agent” and, together connection with the ABL Administrative Agent Exit Facility unless you and the “Administrative Agents”, Lead Arrangers shall so agree (it being understood and each an “Administrative Agent”). You will have the right (the “Designation Right”), on or prior to the date agreed that is fifteen (15) business days after the date of your acceptance of this Commitment Letter, in your sole discretion, to appoint one or more entities (with affiliated entities being treated as a single entity) as an Initial Lender, additional no other agent, co-agent, lead arranger, co-arranger, bookrunner, co-bookrunner, manager or co-manager and shall be entitled to confer other titles greater economics in respect of the Exit Facility than any Facility on any such entity Commitment Party). Notwithstanding the foregoing, the Lead Arrangers shall have the right, subject to your consent (any such agentnot to be unreasonably withheld, co-agentdelayed or conditioned), to award titles to other financial institutions as joint lead arranger, arranger, bookrunner, manager, co-manager or holder of another titlearrangers and joint bookrunners (each, an “Additional Committing Arranger” and, together with the Lead Arrangers, the “Arrangers”) who are (or whose respective lending affiliates are, as applicable) Lenders (as defined below) (each, an “Additional Initial Exit Lender”) that provide (or whose affiliates provide) commitments in addition to respect of the Commitment Party Exit Facility (it being agreed that is a party (i) each of the parties hereto shall, upon request of you or the Lead Arrangers, execute an amendment (or amendment and restatement) or joinder to this Commitment Letter to reflect the commitments of any such financial institutions, pursuant to which each such Additional Initial Exit Lender will assume a portion of the commitments under the Exit Facility, and upon such execution, the commitments of the Commitment Parties to the Exit Facility will be permanently reduced dollar for dollar on a pro rata basis by the date hereof, amount of the commitments to the Exit Facility of such Additional Initial Exit Lender and (ii) no such other Additional Arranger or Additional Initial Exit Lender will have rights in a manner and with economics determined by you. If you appoint one or more Additional Committing Lenders with respect to a of the management of the syndication of the Exit Facility:.

Titles and Roles. Each It is agreed that (a) each of BofA Securities, MSSF Securities and DBSI (in each case acting alone or through or with affiliates selected by it) Xxxxx Fargo Securities will act as a global coordinator, lead arranger and bookrunning manager bookrunner for each of the Facilities TLB Facility (together in such capacities, capacity and together with each other Additional Committing Lender pursuant to this Section 2Agents appointed in accordance with the terms herein, collectively the “Lead Arrangers”, and each a “Lead TLB Arranger” and, collectively, the “TLB Arrangers”). , (b) each of BofA Securities and Xxxxx Fargo Securities will act as a global coordinator, lead arranger and bookrunner for the TLA Facilities (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “TLA Arranger” and, collectively, the “TLA Arrangers” and, together with the TLB Arrangers and the other lead arranger(s) appointed below, if any, collectively, the “Arrangers”), and (c) Bank of America (acting alone or through or with affiliates selected by it) will act as sole administrative agent and sole collateral agent for the ABL Facility Facilities (in such capacity, the “ABL Administrative Agent”). Bank of America It is further agreed that (acting alone or through or with affiliates selected by itx)(a) will act as sole administrative agent and collateral agent for the First Lien Term Facility (in such capacity, BofA Securities shall appear on the “First Lien Administrative Agentleft” and, together of all marketing and other materials in connection with the ABL Administrative Agent the “Administrative Agents”, TLB Facility and each an “Administrative Agent”). You will have the right rights and responsibilities customarily associated with such name placement and (b) Xxxxx Fargo Securities shall appear to the immediate “right” of BofA Securities for all marketing and other materials in connection with the TLB Facility and will have the rights and responsibilities customarily associated with such name placement, (y)(a) BofA Securities shall appear on the “Designation Right”), on or prior left” of all marketing and other materials in connection with the TLA Facilities and will have the rights and responsibilities customarily associated with such name placement and (b) Xxxxx Fargo Securities shall appear to the date immediate “right” of BofA Securities for all marketing and other materials in connection with the TLA Facilities and will have the rights and responsibilities customarily associated with such name placement and (z) the other Arrangers will be listed in the order determined by you in any marketing and other materials. It is understood that is you shall have the right to appoint additional financial institutions as lead arrangers or bookrunners, manager, arranger, agent or co-agent (any such lead arranger, bookrunner, manager, arranger, agent or co-agent, an “Additional Agent”) within fifteen (15) business days after the later of the date of your acceptance of this Commitment Letter, in your sole discretion, to appoint one or more entities on which the first Announcement is made (with affiliated entities being treated as a single entity) as an Initial Lender, additional agent, co-agent, lead arranger, arranger, bookrunner, manager or co-manager and to confer other titles in respect of any Facility on any such entity (any such agent, co-agent, lead arranger, arranger, bookrunner, manager, co-manager or holder of another title, an the “Additional Committing LenderAnnouncement Date”) in addition to or the Commitment Party that is a party to date on which this Commitment Letter is executed by you; provided that (a) such Additional Agents (or their affiliates) shall assume a proportion of the commitments with respect to the Facilities and the Interim Facilities that is equal to the proportion of the economics allocated to such Additional Agents (or their affiliates) and such commitments shall be pro rata across the Facilities and the Interim Facilities, (b) the Arrangers party hereto on the date hereof, in a manner and with hereof shall have not less than 70% of the total economics determined by you. If you appoint one or more Additional Committing Lenders with respect to a Facility:for the Facilities on the Closing Date

Titles and Roles. Each of BofA Xxxxx Fargo Securities, MSSF HSBC Securities (USA) Inc. Citigroup Global Markets Inc.1, Truist Bank, and DBSI Barclays Bank PLC, on behalf of Citi (in as defined herein) each case acting alone or through or with affiliates selected by it) , will act as a joint bookrunner and joint lead arranger and bookrunning manager for each of the Facilities arrangers (together in such capacities, and together with each Additional Committing Lender pursuant to this Section 2collectively, collectively the “Lead Arrangers”) for the Senior Credit Facility. The parties hereto hereby agree that Xxxxx Fargo Securities (in its capacity as a lead arranger, and each a the “Left Lead Arranger”)) will have the “left” and “highest” placement in any and all marketing materials or other documentation used in connection with the Senior Credit Facility and shall hold the leading role and responsibilities conventionally associated with such placement, including maintaining sole physical books for the Senior Credit Facility. Xxxxx Fargo Bank of America (acting alone or through or with affiliates selected by it) will act as (a) the sole administrative agent and collateral agent for the ABL Facility (in such capacity, the “ABL Administrative Agent”). Bank of America ) for the Senior Credit Facility and (acting alone or through or with affiliates selected by itb) will act as sole administrative agent and the collateral agent for the First Lien Term Facility (in such capacitySenior Credit Facility, the “First Lien Administrative Agent” andLast Out Term Loan, together the Last Out Notes, and (if any) the Last Out Incremental Debt. No additional agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no other compensation will be paid (other than compensation expressly set forth in this Commitment Letter and the Fee Letters) unless you and the Left Lead Arranger shall agree in writing. You hereby acknowledge and agree that the Lead Arrangers will have no responsibility other than to use their commercially reasonable efforts to arrange the Senior Credit Facility with the ABL Administrative Agent the “Administrative Agents”Existing RCF Lenders, and each an “Administrative Agent”). You will have the right (the “Designation Right”), on or prior to the date that Lead Arranger is fifteen (15) business days after the date of your acceptance of this Commitment Letter, acting solely in your sole discretion, to appoint one or more entities (with affiliated entities being treated as a single entity) capacity as an Initial Lender, additional agent, co-agent, lead arranger, arranger, bookrunner, manager or co-manager and to confer other titles in respect of any Facility on any such entity (any such agent, co-agent, lead arranger, arranger, bookrunner, manager, co-manager or holder of another title, an “Additional Committing Lender”) in addition to the Commitment Party that is a party to this Commitment Letter on the date hereof, in a manner and with economics determined by you. If you appoint one or more Additional Committing Lenders with respect to a Facility:arms’ length contractual counterparty.

Titles and Roles. Each It is agreed that (a) each of BofA SecuritiesSTRH, MSSF Citi, CS, DBSI and DBSI (in each case acting alone or through or with affiliates selected by it) KeyBanc will act as a lead arranger and bookrunning manager bookrunner for the ABL Facility (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each an “ABL Arranger” and collectively, the “ABL Arrangers”), (b) each of DBSI, Citi, CS, KeyBanc and STRH will act as a lead arranger and bookrunner for the Facilities First-Lien Facility (together in such capacitiescapacity and together with other Additional Agents appointed in accordance with the terms herein, each a “First-Lien Arranger” and collectively, the “First-Lien Arrangers”), (c) each of Citi, DBSI, CS Securities, KeyBanc and STRH will act as a lead arranger and bookrunner for the Bridge Facility (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “Bridge Arranger” and collectively the “Bridge Arrangers”, and together with each Additional Committing Lender pursuant to this Section 2the ABL Arrangers and the First-Lien Arrangers, collectively the “Lead Initial Arrangers”; the Initial Arrangers together with the other lead arranger(s) appointed below, and each a if any, collectively, the “Lead ArrangerArrangers”). Bank of America , (acting alone or through or with affiliates selected by itd) SunTrust will act as sole administrative agent and sole collateral agent for the ABL Facility (in such capacity, the “ABL Administrative Agent”). Bank of America , (acting alone or through or with affiliates selected by ite) DBNY will act as sole first-lien administrative agent and sole first-lien collateral agent for the First First-Lien Term Facility (in such capacity, the “First First-Lien Administrative Agent”) and (f) Citi will act as sole administrative agent and sole collateral agent for the Bridge Facility (in such capacity, the “Bridge Administrative Agent” and, together with the ABL Administrative Agent and the First-Lien Administrative Agent, the “Administrative Agents”, and each an “Administrative Agent”). You It is further agreed that (i) SunTrust shall have “left side” designation and shall appear on the top left of any Information Materials (as defined below) for the ABL Facility and all other information or marketing materials in respect of the ABL Facility, (ii) DBSI shall have “left side” designation and shall appear on the top left of any Information Materials for the First-Lien Facility and all other information or marketing materials in respect of the First-Lien Facility, (iii) Citi shall have “left side” designation and shall appear on the top left of any Information Materials for the Bridge Facility and all other information or marketing materials in respect of the Bridge Facility and (iv) all other financial institutions will be listed on any Information Materials and all other information or marketing materials in respect of each of the Facilities in decreasing order of their respective commitment percentage for each such Facility, as applicable. It is understood that you shall have the right (the “Designation Right”), on or prior to the date that is fifteen (15) business days after the date of your acceptance of this Commitment Letter, in your sole discretion, to appoint one additional financial institutions as lead arrangers or more entities (with affiliated entities being treated as a single entity) as an Initial Lenderbookrunners, additional agent, co-agent, lead arrangermanager, arranger, bookrunner, manager agent or co-manager and to confer other titles in respect of any Facility on any such entity agent (any such agent, co-agent, lead arranger, arranger, bookrunner, manager, arranger, agent or co-manager or holder of another titleagent, an “Additional Committing LenderAgent”) in addition to the Commitment Party that is a party to within ten (10) business days after this Commitment Letter on the date hereof, in a manner and with economics determined is executed by you. If you appoint one or ; provided, that (a) no more Additional Committing Lenders than 15% of the aggregate economics and commitments with respect to each of the ABL Facility, the First-Lien Facility and the Bridge Facility shall be reallocated, (b) such Additional Agents (or their affiliates) shall assume a Facility:proportion of the commitments with respect to the Facilities that is equal to the proportion of the economics allocated to such Additional Agents (or their affiliates) and such commitments shall be pro rata across the Facilities and (c) to the extent you appoint Additional Agents and/or confer additional titles in respect of (i) the First-Lien Facility or Bridge Facility on the Additional Agents, the commitment and economics of each existing Initial First-Lien Lender and Initial Bridge Lender will be reduced ratably by the amount of the economics allocated to, and the commitment amount of, such Additional Agents (or their affiliate) and (ii) the ABL Facility on the Additional Agents, the commitment and economics of each existing Initial ABL Lender will be reduced ratably by the amount of the economics allocated to, and the commitment amount of, such Additional Agents (or their affiliate), in each case upon the execution and delivery by such Additional Agents and you of customary joinder documentation and, thereafter, each such Additional Agent shall constitute a “Commitment Party,” “Initial Lender” and/or “Arranger,” as applicable, under this Commitment Letter and under the Fee Letter, it being agreed and understood that Excluded Affiliates (as defined below) of such Additional Agents shall be treated in the same manner as Excluded Affiliates of any Commitment Party hereunder.

Titles and Roles. Each of BofA Wxxxx Fargo Securities, MSSF BofA Securities and DBSI (in TD Bank, each case acting alone or through or with affiliates selected by it) , will act as a the joint bookrunners and joint lead arranger and bookrunning manager for each of the Facilities arrangers (together in such capacities, and together with each Additional Committing Lender pursuant to this Section 2, collectively the “Lead Arrangers”, ) in arranging and each a “Lead Arranger”)syndicating the Term A Facility. Wxxxx Fargo Bank of America (acting alone or through or with affiliates an affiliate selected by it) will continue to act as the sole administrative agent and collateral agent for the ABL Existing Credit Agreement, including for the Term A Facility (in such capacity, the “ABL Administrative Agent”). Bank of America No additional agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded, and no other compensation will be paid (acting alone other than compensation expressly contemplated by this Commitment Letter and the Fee Letter) unless you and we shall agree in writing. It is further agreed that Wxxxx Fargo Securities will have the “left” and “highest” placement in any and all marketing materials or through or other documentation used in connection with affiliates selected by it) will act as the Term A Facility and shall hold the leading role and responsibilities conventionally associated with such placement, including maintaining sole administrative agent and collateral agent physical books for the First Lien Term Facility (in such capacity, the “First Lien Administrative Agent” and, together with the ABL Administrative Agent the “Administrative Agents”, and each an “Administrative Agent”)A Facility. You will have designate one of the right Lead Arrangers or any third party that you so elect to act as Interim Facility Agent and Interim Security Agent (each as defined in the Interim Facilities Agreement) (the “Designation RightIFA Agent”), on ) and each Lead Arranger irrevocably and unconditionally confirms that (x) they will accept (or prior to procure that an affiliate accepts) such appointment and (y) they will accept the date that is fifteen (15) business days after the date of your acceptance of this Commitment Letter, in your sole discretion, to appoint one or more entities (with affiliated entities being treated as a single entity) as an Initial Lender, additional agent, co-agent, lead arranger, arranger, bookrunner, manager or co-manager and to confer other titles in respect appointment of any Facility on any other person in such entity (any such agent, co-agent, lead arranger, arranger, bookrunner, manager, co-manager or holder of another title, an “Additional Committing Lender”role(s) in addition to the Commitment Party that is a party to this Commitment Letter on the date hereof, in a manner and with economics determined if so designated by you. If you appoint one or more Additional Committing Lenders with respect to a Facility:For the avoidance of doubt, each Commitment Party confirms that its commitments under this letter are not conditional upon being so appointed as Interim Facility Agent and/or Interim Security Agent.