Common use of Titles and Roles Clause in Contracts

Titles and Roles. It is agreed that (a) each of BofA Securities and Xxxxx Fargo Securities will act as a global coordinator, lead arranger and bookrunner for the TLB Facility (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “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 will act as sole administrative agent and sole collateral agent for the Facilities (in such capacity, the “Administrative Agent”). It is further agreed that (x)(a) BofA Securities shall appear on the “left” of all marketing and other materials in connection with the TLB Facility and will have the 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 “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 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 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 on which the first Announcement is made (the “Announcement Date”) or the 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 shall have not less than 70% of the total economics for the Facilities on the Closing Date

Titles and Roles. It is agreed that (a) each of BofA Securities STRH, Citi, CS, DBSI and Xxxxx Fargo Securities KeyBanc will act as a global coordinator, lead arranger and bookrunner for the TLB 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 First-Lien Facility (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “TLB First-Lien Arranger” and, and collectively, the “TLB First-Lien Arrangers”), (bc) each of BofA Securities Citi, DBSI, CS Securities, KeyBanc and Xxxxx Fargo Securities STRH will act as a global coordinator, lead arranger and bookrunner for the TLA Facilities Bridge Facility (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “TLA Bridge Arranger” andand collectively the “Bridge Arrangers”, collectivelyand together with the ABL Arrangers and the First-Lien Arrangers, the “TLA Initial Arrangers” and, ”; the Initial Arrangers together with the TLB Arrangers and the other lead arranger(s) appointed below, if any, collectively, the “Arrangers”), and (cd) Bank of America SunTrust will act as sole administrative agent and sole collateral agent for the Facilities ABL Facility (in such capacity, the “ABL Administrative Agent”), (e) DBNY will act as sole first-lien administrative agent and sole first-lien collateral agent for the First-Lien Facility (in such capacity, the “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”). It is further agreed that (x)(ai) BofA Securities SunTrust shall have “left side” designation and shall appear on the “left” top left of any Information Materials (as defined below) for the ABL Facility and all other information or marketing and other materials in connection with respect of the TLB Facility and will have the 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 placementABL Facility, (y)(aii) BofA Securities DBSI shall have “left side” designation and shall appear on the “left” top left of any Information Materials for the First-Lien Facility and all other information or marketing and other materials in connection with respect of the TLA Facilities First-Lien Facility, (iii) Citi shall have “left side” designation and will have shall appear on the rights top left of any Information Materials for the Bridge Facility and responsibilities customarily associated with such name placement all other information or marketing materials in respect of the Bridge Facility and (biv) Xxxxx Fargo Securities shall appear to the 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 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 determined by you in any marketing and other materialsof their respective commitment percentage for each such Facility, as applicable. It is understood that 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 ten (1510) business days after the later of the date on which the first Announcement is made (the “Announcement Date”) or the date on which this Commitment Letter is executed by you; provided provided, that (a) no more 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 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 (c) to the Interim Facilities, extent you appoint Additional Agents and/or confer additional titles in respect of (bi) the Arrangers party hereto First-Lien Facility or Bridge Facility on the date hereof shall have not less than 70% 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 total economics for allocated to, and the Facilities commitment amount of, such Additional Agents (or their affiliate) and (ii) the ABL Facility on the Closing DateAdditional 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. It is agreed that You hereby appoint (a) each of BofA DBSI and HSBC Securities and Xxxxx Fargo Securities will act as a global coordinator, lead arranger and bookrunner for the TLB Facility (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “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”)to act, and (c) Bank of America will act DBSI and HSBC Securities each hereby agree to act, as sole administrative agent joint lead arrangers and sole collateral agent joint book managers for the Facilities (DBSI and HSBC Securities, together in such capacity, the “Lead Arrangers”) and (b) DBNY to act, and DBNY hereby agrees to act, as sole Administrative Agent”)Agent for the Facilities, in each case upon the terms set forth in the Credit Agreement. It is further agreed 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 (x)(a) BofA Securities shall appear on the DBSI will have “left” of placement in any and all marketing and materials or other materials documentation used in connection with the TLB Facility Facilities and will hold the leading role and have the rights and responsibilities customarily conventionally associated with such name “left” placement (including maintaining sole “physical books”). In connection with the syndication of the Facilities, the Lead Arrangers shall have the right (in consultation with you) to award one or more of the roles or titles described above, or such other titles as may be determined by the Lead Arrangers, to one or more other Lenders or affiliates thereof, in each case as determined by the Lead Arrangers in their sole discretion. You agree that, except as contemplated above, no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (bother than that expressly contemplated by this Fee Letter and the Credit Agreement) Xxxxx Fargo Securities shall appear to the immediate “right” of BofA Securities for all marketing and other materials will be paid in connection with the TLB Facility Facilities unless you and will have we shall so agree. Furthermore, you acknowledge and agree that you shall, and shall cause the rights and responsibilities customarily associated with other Loan Parties to, enter into such name placement, (y)(a) BofA Securities shall appear on amendments to the “left” of all marketing Credit Agreement 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 Loan Documents satisfactory to the immediate “right” Lead Arrangers as may be reasonably requested by the Lead Arrangers to effectuate the provisions 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 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 on which the first Announcement is made (the “Announcement Date”) or the 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 shall have not less than 70% of the total economics for the Facilities on the Closing Dateparagraph.

Titles and Roles. It is agreed that Xxxxx Fargo Securities, HSBC Securities (aUSA) Inc. Citigroup Global Markets Inc.1, Truist Bank, and Barclays Bank PLC, on behalf of Citi (as defined herein) each of BofA Securities and Xxxxx Fargo Securities acting alone or through or with affiliates selected by it, will act as a global coordinator, joint bookrunner and joint lead arranger and bookrunner for the TLB Facility arrangers (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “TLB Arranger” andcapacities, collectively, the “TLB Lead Arrangers”), (b) each of BofA Securities and for the Senior Credit Facility. The parties hereto hereby agree that Xxxxx Fargo Securities (in its capacity as a lead arranger, 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 will act as a global coordinator, lead arranger and bookrunner for (a) 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 will act as sole administrative agent and sole collateral agent for the Facilities (in such capacity, the “Administrative Agent”). It is further agreed that (x)(a) BofA Securities shall appear on for the “left” of all marketing and other materials in connection with the TLB Senior Credit Facility and will have the rights and responsibilities customarily associated with such name placement and (b) Xxxxx Fargo Securities shall appear to the immediate “right” of BofA Securities collateral agent for all marketing and other materials in connection with the TLB Facility and will have Senior Credit Facility, the rights and responsibilities customarily associated with such name placementLast Out Term Loan, (y)(a) BofA Securities shall appear on the “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 Last Out Notes, and (b) Xxxxx Fargo Securities shall appear to the 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 (zif any) the other Arrangers Last Out Incremental Debt. No additional agents, co-agents, arrangers or bookrunners will be listed appointed, no other titles will be awarded and no other compensation will be paid (other than compensation expressly set forth in the order determined by you in any marketing and other materials. It is understood that 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 on which the first Announcement is made (the “Announcement Date”) or the 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 affiliatesFee Letters) and such commitments shall be pro rata across the Facilities unless you and the Interim FacilitiesLeft 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 Existing RCF Lenders, (b) the Arrangers party hereto on the date hereof shall have not less than 70% of the total economics for the Facilities on the Closing Dateand each Lead Arranger is acting solely in a capacity as an arms’ length contractual counterparty.

Titles and Roles. It JPMCB is agreed 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 lenders that will participate in the Facility (a) each of BofA Securities together with JPMCB, the “Lenders”). In addition, JPMorgan is pleased to inform you that it hereby agrees to act, and Xxxxx Fargo Securities will act you hereby appoint JPMorgan to act, as a global coordinator, sole lead arranger and sole bookrunner for the TLB Facility (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “TLB Arranger” and, collectivelycapacities, 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 will act as sole administrative agent and sole collateral agent for the Facilities (in such capacity, the “Administrative Agent”). It is further agreed that At the Arranger’s option (x)(a) BofA Securities shall appear on in consultation with the “left” Borrower), JPMCB, JPMorgan and/or one or more of all marketing their respective affiliates may also be designated with such other titles in respect of the Facility as may be deemed appropriate or desirable by the Arranger (in consultation with the Borrower). The Arranger will perform the duties, and other materials exercise the authority, customarily performed by it in such role, including exclusive management of the syndication of the Facility. In connection with the TLB Facility and will have syndication of the rights and responsibilities customarily associated with such name placement and (b) Xxxxx Fargo Securities shall appear to Facility, 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 “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 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 you Arranger shall have the right to appoint additional financial institutions award one or more of the roles or titles described above, or such other titles as lead 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 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 “left” placement. You agree that, except as contemplated above, no other agents, co-agents, arrangers or bookrunnersbookrunners will be appointed, manager, arranger, agent or co-agent no other titles will be awarded and no compensation (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 on which the first Announcement is made (the “Announcement Date”) or the date on which other than that expressly contemplated by 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 Fee Letter referred to below) will be paid in connection with the proportion of the economics allocated to such Additional Agents (or their affiliates) Facility unless you and such commitments we shall be pro rata across the Facilities and the Interim Facilities, (b) the Arrangers party hereto on the date hereof shall have not less than 70% of the total economics for the Facilities on the Closing Dateso agree.

Titles and Roles. It is agreed that (a) each of BofA Securities Barclays, RBCCM, Jefferies and Xxxxx Fargo Securities Macquarie Capital will act as a global coordinator, joint bookrunner and a joint lead arranger and bookrunner for (together with any additional lead arrangers appointed by the TLB Facility (Borrower, each, in such capacity and together with other Additional Agents appointed in accordance with the terms hereincapacity, each a “TLB Lead Arranger” and, collectively, the “TLB Lead Arrangers”)) for the Facilities, (b) each of BofA Securities and Xxxxx Fargo Securities Barclays will act as a global coordinator, lead arranger sole administrative agent and bookrunner collateral agent for the TLA Facilities Senior Facility and (c) Barclays will act as sole administrative agent and collateral agent for the Senior Secured Bridge Facility, in such capacity each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. You may appoint additional co-agents and one or more joint bookrunners and joint lead arrangers reasonably acceptable to the Banks (the “Additional Arrangers” and, together with other Additional Agents appointed in accordance with the terms hereinBanks, each a each, an “TLA Arranger” and, collectively, the “TLA Arrangers” and, together with the TLB Arrangers Initial Lenders and the other lead arranger(s) appointed below, if any, collectivelytheir respective affiliates, the “ArrangersFinancial Institutions”), and (c) Bank of America will act as sole administrative agent and sole collateral agent for the Facilities (in such capacity, the “Administrative Agentwe” or “us”). It is further agreed We, in such capacities, will perform the duties and exercise the authority customarily performed and exercised by us in such roles. You agree that (x)(a) BofA Securities shall appear on the Barclays will have “left” of placement in any and all marketing and materials or other materials documentation used in connection with the TLB Facility Facilities and will have the rights role and responsibilities customarily associated with such name placement placement. You and we further agree that no other titles will be awarded and no compensation (bother than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) Xxxxx Fargo Securities shall appear to the immediate “right” of BofA Securities for all marketing and other materials will be paid in connection with the TLB Facility Facilities unless you and will have the rights and responsibilities customarily associated with such name placement, (y)(a) BofA Securities we shall appear on the “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 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 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 on which the first Announcement is made (the “Announcement Date”) or the 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 shall have not less than 70% of the total economics for the Facilities on the Closing Dateso agree.

Titles and Roles. It is agreed that (ai) each of BofA Securities RBCCM, Santander, BMO, Barclays, KCM, Xxxxxx Xxxxxxxx and Xxxxx Fargo Securities, will act as a joint lead arranger for each of the Facilities (each in such capacity, a “Lead Arranger” and, collectively, the “Lead Arrangers”), (ii) each of RBCCM, Santander, BMO, Barclays, KCM, Xxxxxx Xxxxxxxx and Xxxxx Fargo Securities will act as a global coordinator, lead arranger and joint bookrunner for each of the TLB Facility Facilities (each in such capacity and together with other Additional Agents appointed in accordance with the terms hereincapacity, each a “TLB ArrangerJoint Bookrunner” and, collectively, the “TLB ArrangersJoint Bookrunners”), ) and (biii) each of BofA Securities and Xxxxx Fargo Securities Royal Bank 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 will act as sole administrative agent and sole collateral agent for the Facilities (in such capacitycapacities, the “Administrative Agent”). It is further agreed that (x)(aa) BofA Securities RBCCM shall have “left side” designation and shall appear on the “left” top left of any Information Materials (as defined below) and all other marketing and other materials in connection with respect of each of the TLB Initial Term Loan Facility and will have the rights and responsibilities customarily associated with such name placement Revolving Facility 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 “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 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 Lead Arrangers will be listed in alphabetical order to the order determined by you right of RBCCM in any Information Materials and all other marketing materials in respect of the Initial Term Loan Facility and the Revolving Facility. You agree that no other materials. It is understood that you shall have the right to appoint additional financial institutions as lead arrangers or agents, co-agents, arrangers, co-arrangers, bookrunners, managerco-bookrunners, arranger, agent managers or co-agent (any such lead arrangermanagers will be appointed, bookrunnerno other titles will be awarded and, manager, arranger, agent or co-agent, an “Additional Agent”) within fifteen (15) business days after the later of the date on which the first Announcement is made (the “Announcement Date”) or the 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 Facilities, no compensation (other than compensation expressly contemplated by this Commitment Letter and the Interim Facilities that is equal Fee Letter referred to the proportion below) will be paid by you or any of the economics allocated your affiliates to such Additional Agents any Lender (or their affiliatesas defined below) and such commitments shall be pro rata across in order to obtain its commitment to participate in the Facilities unless you and the Interim Facilities, Majority Lead Arrangers (bas defined in the Fee Letter referred to below) the Arrangers party hereto on the date hereof shall have not less than 70% of the total economics for the Facilities on the Closing Dateso agree.

Titles and Roles. It is agreed that (a) each of Xxxxx Fargo Securities, BofA Securities and Xxxxx Fargo Securities TD Bank, each acting alone or through or with affiliates selected by it, will act as a global coordinator, the joint bookrunners and joint lead arranger and bookrunner for the TLB Facility arrangers (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “TLB Arranger” and, collectivelycapacities, the “TLB Lead Arrangers”), (b) each of BofA Securities in arranging and syndicating the Term A Facility. Xxxxx Fargo Securities Bank (or an affiliate selected by it) will continue to 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 will act as sole administrative agent and sole collateral agent for the Facilities Existing Credit Agreement, including for the Term A Facility (in such capacity, the “Administrative Agent”). 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 contemplated by this Commitment Letter and the Fee Letter) unless you and we shall agree in writing. It is further agreed that (x)(a) BofA Xxxxx Fargo Securities shall appear on will have the “left” of and “highest” placement in any and all marketing and materials or other materials documentation used in connection with the TLB Term A Facility and will have shall hold the rights leading role and responsibilities customarily conventionally 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, including maintaining sole physical books for the Term A Facility. You will designate one of the Lead Arrangers or any third party that you so elect to act as Interim Facility Agent and Interim Security Agent (y)(aeach as defined in the Interim Facilities Agreement) BofA Securities shall appear on (the “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 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 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 IFA Agent”) within fifteen and each Lead Arranger irrevocably and unconditionally confirms that (15x) business days after they will accept (or procure that an affiliate accepts) such appointment and (y) they will accept the later appointment of the date on which the first Announcement is made (the “Announcement Date”any other person in such role(s) or the date on which this Commitment Letter is executed if so designated by you; provided . For the avoidance of doubt, each Commitment Party confirms that (a) such Additional Agents (or their affiliates) shall assume a proportion of the its commitments with respect to the Facilities and the under this letter are not conditional upon being so appointed as 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 Facility Agent and/or Interim Facilities, (b) the Arrangers party hereto on the date hereof shall have not less than 70% of the total economics for the Facilities on the Closing DateSecurity Agent.

Titles and Roles. It is agreed that (a) each of BofA Wexxx Xargo Securities will be "left" lead arranger and Xxxxx Fargo Securities "left" bookrunner for the Transactions and will hold the roles and responsibilities customarily understood to be associated with such roles, including maintaining sole physical books for the Transactions. Wexxx Xargo Bank will act as a global coordinator, lead arranger and bookrunner for the TLB Facility (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “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 will act as sole administrative agent and sole collateral agent for the Facilities (in such capacity, the “"Administrative Agent”)") for the Senior Credit Facilities. It is further agreed that (x)(a) BofA Securities shall appear on the “left” of all marketing and No other materials roles, titles or economics in connection with the TLB Facility and will have the rights and responsibilities customarily associated with such name placement and (b) Xxxxx Fargo Securities Transactions shall appear be awarded to any other party without our prior consent; provided that, on or prior 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, date which is ten (y)(a) BofA Securities shall appear on the “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 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 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 (1510) business days after the later date of this Commitment Letter, you may award roles, titles (including joint lead arranger, joint bookrunner, syndication agent, documentation agent or similar commensurate roles or titles) to up to four (4) additional financial institutions reasonably acceptable to Wexxx Xargo Securities that provide (or whose affiliates provide) commitments in respect of the date Senior Credit Facilities on terms and conditions reasonably satisfactory to Wexxx Xargo Securities (each, an "Additional Arranger"), subject to the allocation of fees set forth in the Fee Letter (it being further agreed that Wexxx Xargo Securities will have the "left" and "highest" placement in any and all marketing materials or other documentation used in connection with the Senior Credit Facilities and shall hold the leading role and responsibilities conventionally associated with such placement, including maintaining sole physical books for the Senior Credit Facilities and no such Additional Arranger will have rights in respect of the management of the syndication of the Senior Credit Facilities (including, without limitation, in respect of "market flex" rights under the Fee Letter, over which Wexxx Xargo Securities will have sole control)). Wexxx Xargo Securities confirms that J.X. Xxxxxx Xecurities LLC (or any affiliate thereof, including JPMorgan Chase Bank, N.A.), PNC Capital Markets LLC (or any affiliate thereof, including PNC Bank, National Association), RBC Capital Markets, LLC (or any affiliate thereof) and Moxxxx Xtxxxxx Xenior Funding, Inc. (or any affiliate thereof) are acceptable Additional Arrangers. You agree that for the first Announcement is made (the “Announcement Date”) or the date on which term of this Commitment Letter is executed by you; provided Letter, neither you nor any of your subsidiaries will directly or indirectly offer, issue, place or syndicate any other debt financing or debt securities if such debt financing or debt securities could reasonably be expected to materially impair the syndication of the Senior Credit Facilities, or otherwise contact, approach or negotiate with respect thereto with, any person or persons other than through Wexxx Xargo Securities without the prior consent of Wexxx Xargo Securities (such consent not to be unreasonably withheld), other than (i) intercompany debt, (ii) borrowings under the Credit Agreement and any amendments, extensions, renewals, replacements or refinancings thereof (provided, that the aggregate principal amount of any existing credit facilities (a) such Additional Agents (or their affiliatesother than in respect of accrued and unpaid interest, fees and expenses) shall assume a proportion not be increased pursuant to this clause (ii)), (iii) capital leases, letters of credit, purchase money, equipment financings and economic development loans incurred in the ordinary course of business and (iv) other debt, which is unsecured, in an aggregate principal amount up to $10,000,000. For avoidance of doubt, the Commitment Parties acknowledge that you may issue common stock as part of the commitments with respect to consideration for the Facilities Acquisition and agree that such issuance and the Interim Facilities that is equal to transactions related thereto shall not be restricted by the proportion terms 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 shall have not less than 70% of the total economics for the Facilities on the Closing Dateimmediately foregoing sentence.

Titles and Roles. It is agreed that (a) each of BofA Securities You hereby appoint Barclays and Xxxxx Fargo Securities will act Citi to act, and Barclays and Citi hereby agree to act, as a global coordinator, exclusive joint lead arranger Arrangers and bookrunner for the TLB Facility joint bookrunners (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “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, collectivelycapacities, the “Arrangers” and together with the Initial Lenders, the “Commitment Parties”), and (c) Bank of America will act Barclays as sole administrative agent and sole collateral agent for the Facilities Bridge Facility (in such capacity, the “Administrative Agent”). It is further agreed that (x)(a) BofA Securities shall appear In addition, you hereby agree to appoint Barclays and Citi to act, on the a non-exclusive basis, as joint bookrunners and joint lead arrangers, with Barclays being given “lead left” of all placement in any related marketing and other materials Citi immediately to the right of Barclays on all such materials, in connection with any term loan or other bank financing (including any Qualifying Term Loan Facility, collectively, a “Term Facility”) entered into on or after the TLB date hereof for the purpose of financing the Catalonia Acquisition or to refinance or replace the Bridge Facility and will have minus the rights and responsibilities customarily associated with principal amount of any reduction in commitments thereunder or prepayment loans thereunder as a result of any offering of securities; provided that, the Arrangers are willing to arrange any such name placement and (b) Xxxxx Fargo Securities shall appear Term Facility on terms no less favorable to the immediate “right” Borrower than then-prevailing market terms. At the request of BofA Securities for all marketing Barclays or Citi, such engagement shall be documented pursuant to customary commitment or engagement letters on terms to be mutually agreed between you 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 “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 Arrangers. #95517653v2 With respect to the 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 Bridge Facility, no additional agents, co-agents, Arrangers or bookrunners will be listed appointed and no other titles will be awarded unless you and we shall so agree in the order determined by you in any marketing and other materialswriting. It is understood and agreed that you shall Barclays will have the right left and highest placement on any information memoranda and other marketing materials relating to appoint additional financial institutions as lead arrangers or bookrunnersthe Bridge Facility, managerand shall hold the role and responsibilities conventionally associated with such placement, arranger, agent or co-agent (including maintaining sole physical books for the Bridge Facility. It is understood and agreed that this Fee and Syndication Letter shall not constitute a commitment to provide any such lead arranger, bookrunner, manager, arranger, agent or co-agent, an “Additional Agent”) within fifteen (15) business days after the later portion of the date on which Bridge Facility, any Term Facility or any other financing. Any such commitment will be subject to the first Announcement is made (the “Announcement Date”) or the date on which this Commitment Letter is executed by you; provided that (a) such Additional Agents (or their affiliates) shall assume a proportion execution and delivery of, and satisfaction of the commitments conditions contained in, a separate loan agreement, commitment letter or credit agreement, as the case may be, related thereto (including, for the avoidance of doubt, with respect to the Facilities and Bridge Facility, 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 credit agreement executed on the date hereof shall have not less than 70% of the total economics for the Facilities on the Closing Datewith respect thereto).

Titles and Roles. It is agreed that (ai) each of Citi, Mizuho and BofA Securities and Xxxxx Fargo Securities will act as a global coordinator, joint active lead arranger and bookrunner for each of the TLB Facility Facilities (together with any other lead arranger, if any, appointed pursuant to the following paragraph, each in such capacity and together with other Additional Agents appointed in accordance with the terms hereincapacity, each a “TLB Lead Arranger” and, collectively, the “TLB Lead Arrangers”), ) and (bii) each of Citi, Mizuho and BofA Securities and Xxxxx Fargo Securities will act as a global coordinator, lead arranger and joint active bookrunner for each of the TLA Facilities (together with any other bookrunner, if any, appointed pursuant to the following paragraph, each in such capacity and together with other Additional Agents appointed in accordance with the terms hereincapacity, each a “TLA ArrangerJoint Bookrunner” and, collectively, the “TLA Joint Bookrunners”). Prior to the public announcement of the entering into of a Merger Agreement (or, if earlier, the entering into of the 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 the date of your acceptance of this Commitment Letter (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 order 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 additional joint lead arrangers and/or joint bookrunners (“Additional Arrangers”) for the Facilities, and award such joint lead arrangers and/or joint bookrunners, additional agent or co-agent, 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 TLB 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 other lead arranger(samount 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) appointed belowof the succeeding proviso, upon the execution by such Additional Commitment Party (and any 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 commitment shall constitute an “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 respect of the Facilities shall not exceed 25% (less the amount, if any, collectivelyof 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 Parties based on the total 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 “Arrangers”accounts of the Initial Lenders as of the Signing Date, and any fees payable to the Administrative Agents in their capacities as such), and (cy) Bank of America will act as sole administrative agent and sole collateral agent for the Facilities (in such capacity, the “Administrative Agent”). It is further agreed that (x)(a) BofA Securities shall appear on the “left” of all marketing and other materials in connection with the TLB Facility and will have the 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 “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 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 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 “each Additional Agent”) within fifteen (15) business days after the later of the date on which the first Announcement is made (the “Announcement Date”) or the date on which this Commitment Letter is executed by you; provided that (a) such Additional Agents Party (or their its relevant affiliates) shall assume a proportion of the commitments of the Initial Lenders on the Signing Date with respect to each of the Facilities and (with such commitments to be allocated ratably across each of the Interim Facilities Facilities) that is equal to the proportion of the economics allocated to such Additional Agents Commitment Party and (or their affiliatesz) and such commitments no Additional Commitment Party shall be pro rata across the Facilities and the Interim Facilities, (b) the Arrangers party hereto on the date hereof shall have not less than 70% receive a greater percentage of the total economics for in respect of the Facilities on than any Initial Lender. The commitments and other obligations hereunder of the Closing DateCommitment 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. It is agreed that (a) each of Wxxxx Fargo Securities, BofA Securities and Xxxxx Fargo Securities TD Bank, each acting alone or through or with affiliates selected by it, will act as a global coordinator, the joint bookrunners and joint lead arranger and bookrunner for the TLB Facility arrangers (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “TLB Arranger” and, collectivelycapacities, the “TLB Lead Arrangers”), ) in arranging and syndicating the Term A Facility. Wxxxx Fargo Bank (bor an affiliate selected by it) each of BofA Securities and Xxxxx Fargo Securities will continue to 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 will act as sole administrative agent and sole collateral agent for the Facilities Existing Credit Agreement, including for the Term A Facility (in such capacity, the “Administrative Agent”). 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 contemplated by this Commitment Letter and the Fee Letter) unless you and we shall agree in writing. It is further agreed that (x)(a) BofA Wxxxx Fargo Securities shall appear on will have the “left” of and “highest” placement in any and all marketing and materials or other materials documentation used in connection with the TLB Term A Facility and will have shall hold the rights leading role and responsibilities customarily conventionally 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, including maintaining sole physical books for the Term A Facility. You will designate one of the Lead Arrangers or any third party that you so elect to act as Interim Facility Agent and Interim Security Agent (y)(aeach as defined in the Interim Facilities Agreement) BofA Securities shall appear on (the “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 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 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 IFA Agent”) within fifteen and each Lead Arranger irrevocably and unconditionally confirms that (15x) business days after they will accept (or procure that an affiliate accepts) such appointment and (y) they will accept the later appointment of the date on which the first Announcement is made (the “Announcement Date”any other person in such role(s) or the date on which this Commitment Letter is executed if so designated by you; provided . For the avoidance of doubt, each Commitment Party confirms that (a) such Additional Agents (or their affiliates) shall assume a proportion of the its commitments with respect to the Facilities and the under this letter are not conditional upon being so appointed as 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 Facility Agent and/or Interim Facilities, (b) the Arrangers party hereto on the date hereof shall have not less than 70% of the total economics for the Facilities on the Closing DateSecurity Agent.

Titles and Roles. It is agreed that (a) Barclays, MLPFS and UBSS will each of BofA Securities and Xxxxx Fargo Securities will act as a global coordinator, coordinator and lead arranger for the First Lien Facilities and Barclays, MLPFS, UBSS, BNP Paribas, HSBC, ING, Natixis, NatWest, SMBC, Intesa, IMI, MUFG, DNB and Scotia Bank will each act as a bookrunner for the TLB Facility First Lien Facilities (in such capacity and together with other Additional Agents appointed in accordance with the terms hereincapacities, each a “TLB First Lien Arranger” and, collectively, the “TLB First Lien Arrangers”), (b) Barclays, MLPFS and UBSS will each of BofA Securities and Xxxxx Fargo Securities will act as a global coordinatorcoordinator for the Bridge Facility, Barclays, MLPFS, UBSS and BNP Paribas will each act as a lead arranger and bookrunner for the TLA Facilities Bridge Facility, and HSBC and Natixis will each act as a co-manager for the Bridge Facility (in such capacity and together with other Additional Agents appointed in accordance with the terms hereincapacities, each a “TLA Bridge Arranger” and, collectively, the “TLA Bridge Arrangers” and, together with the TLB Arrangers and the other lead arranger(s) appointed below, if anyFirst Lien Arrangers, collectively, the “Arrangers”), (c) Barclays will act as sole first lien administrative agent and sole first lien collateral agent for the First Lien Facilities (in such capacity, the “First Lien Administrative Agent”) and (cd) Bank of America will act as sole administrative agent and sole collateral agent for the Facilities Bridge Facility (in such capacity, the “Bridge Administrative Agent” and, together with the First Lien Administrative Agent, the “Administrative Agents”). It is further agreed that (x)(ax) BofA Securities Barclays shall appear on the “left” of all marketing and other materials in connection with the TLB Facility and will have the 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 First Lien Facilities and will have the rights and responsibilities customarily associated with such name placement, (y)(ay) BofA Securities MLPFS shall appear on the “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 immediate “right” of BofA Securities for all marketing and other materials in connection with the TLA Facilities Bridge Facility 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 Barclays also confirms that you shall have the right it or one of its affiliates has agreed to appoint additional financial institutions act as lead arrangers or bookrunnersInterim Facility Agent, manager, arranger, agent or co-agent Interim Security Agent and Issuing Bank (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 on which the first Announcement is made (the “Announcement Date”) or the 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 each as defined in the Interim Facilities that is equal Agreement) and, prior to the proportion date of this Commitment Letter, has executed and delivered to the economics allocated to such Additional Agents (or their affiliates) and such commitments shall be pro rata across the Facilities and Borrower, the Interim FacilitiesFacilities Agreement (and all applicable Interm Finance Documents (as defined in the Interim Facilities Agreement)) in such capacities. For the avoidance of doubt, (b) the Arrangers party hereto on the date hereof shall have each Initial Lender confirms that its commitments under this letter are not less than 70% of the total economics for the Facilities on the Closing Dateconditional upon being so appointed as Interim Facility Agent, Interim Security Agent and/or Issuing Bank.

Titles and Roles. It is agreed that (a) each of BofA Securities and Xxxxx Fargo Securities Xxxxxx Xxxxxxx will act as a global coordinator, lead arranger and bookrunner for each of the TLB Facility Credit Facilities (as defined in Exhibit A) (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “TLB Arranger” and, collectivelycapacities, the “TLB ArrangersLead Arranger”), ) and (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 Xxxxxx Xxxxxxx will act as sole administrative agent and sole collateral agent for the Facilities (in such capacity, the “Administrative Agent”) for the Credit Facilities (as defined in Exhibit A). It is further agreed that (x)(a) BofA Securities Xxxxxx Xxxxxxx shall have “left side” designation and shall appear on the top left of any Information Materials (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 all marketing the Credit Facilities. You agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other materials than compensation expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid to any Lender (as defined below) in connection with order to obtain its commitment to participate in the TLB Facility Credit Facilities unless you and will have we shall so agree. Notwithstanding anything to the rights 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 responsibilities customarily associated with such name placement and Xxxxxx Xxxxxxx will, to the extent required by clause (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 “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 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 you shall have the right proviso to this sentence, 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 on which the first Announcement is made other entities appointed by you (the “Announcement DateAdditional 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 date on which this Commitment Letter is executed 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 amounts as determined by youXxxxxx Xxxxxxx) to each Additional Arranger (or its affiliates); provided that (a) such Additional Agents (or their affiliates) Xxxxxx Xxxxxxx shall assume have the right to assign a proportion portion of its commitments not to exceed 10% of the aggregate principal amount of the commitments with respect set forth in Section 1 to the Facilities and the Interim Facilities that is equal to the proportion (i) in its sole discretion, Additional Arrangers who are lenders holding an aggregate principal amount as of the economics allocated date hereof of at least $40,000,000 of Revolving Loans and Incremental Term Loans (each as defined in the Existing Credit Agreement (as defined below)) in 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 such Additional Agents (be unreasonably withheld or their affiliates) and such commitments shall be pro rata across the Facilities and the Interim Facilitiesdelayed), (b) the Borrower shall have the right to designate Additional Arrangers party hereto on with the consent of Xxxxxx Xxxxxxx (such consent not to be unreasonably withheld or delayed) pursuant to this sentence within fourteen days following the date hereof shall have who assume a portion of Xxxxxx Xxxxxxx’x commitments not less than 70to exceed 25% of the total economics for aggregate principal amount of the Facilities on commitments set forth in Section 1, (c) each Additional Arranger shall be required to assume a pro rata portion of the Closing Datecommitments 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 no event shall Xxxxxx Xxxxxxx’x commitments be reduced to 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. It is agreed that You hereby appoint (a) DBSI and MLPFS to act, and DBSI and MLPFS hereby agree to act, as joint book running managers and joint lead arrangers for each of BofA Securities and Xxxxx Fargo Securities will act as a global coordinator, lead arranger and bookrunner for the TLB Facility (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “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 will act as sole administrative agent and sole collateral agent for the Senior Secured Credit Facilities (in such capacity, the “Administrative AgentJoint Lead Arrangers”)) and (b) DBNY to act, and DBNY hereby agrees to act, as sole administrative agent and collateral agent for each of the Senior Secured Credit Facilities, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. Each Agent will perform the duties and exercise the authority customarily performed and exercised by it in the foregoing roles. It is further agreed that (x)(a) BofA Securities DBSI will have “left side” designation and shall appear on the “left” top left of all the cover page of any marketing and other materials in connection with for any of the TLB Facility Senior Secured Credit Facilities and will have the all rights and responsibilities customarily associated with such position and such name placement placement. In connection with the syndication of the Senior Secured Credit Facilities, at the Joint Lead Arrangers’ option, any Agent and/or one or more affiliates thereof may also be designated as “Syndication Agent”, “Documentation Agent” or such other titles as may be deemed appropriate or desirable by the Joint Lead Arrangers. In addition, the Joint Lead Arrangers shall have the right (in consultation with you) to award one or more of the roles or titles described above, or such other titles as may be determined by the Joint Lead Arrangers, to one or more other Lenders or affiliates thereof reasonably acceptable to you and below, in each case as determined by the Joint Lead Arrangers. You agree that, except as contemplated above, no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (bother than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) Xxxxx Fargo Securities shall appear to the immediate “right” of BofA Securities for all marketing and other materials will be paid in connection with the TLB Facility Senior Secured Credit Facilities unless you and will have we shall so agree; provided that, at any time on or prior to the rights 15th business day following your execution and responsibilities customarily associated with such name placementdelivery of this Commitment Letter, you may (y)(a) BofA Securities shall appear on the “left” of all marketing and other materials in connection consultation with the TLA Facilities and will have the rights and responsibilities customarily associated with such name placement and (bJoint Lead Arrangers) Xxxxx Fargo Securities shall appear appoint up to four additional agents, co-agents, arrangers, bookrunners, or managers reasonably acceptable to the immediate “right” Joint Lead Arrangers for each of BofA Securities for all marketing and other materials in connection with the TLA Senior Secured Credit Facilities and will have the rights and responsibilities customarily associated with (any 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 you shall have the right to appoint additional financial institutions as lead arrangers or bookrunnersagent, managerco-agent, arranger, agent bookrunner or co-agent (any such lead arranger, bookrunner, manager, arranger, agent or co-agent, an “Additional Agent”) within fifteen (15) business days after and the later aggregate economics payable to the Additional Agents in respect of the date Senior Secured Credit Facilities shall not exceed the sum of (x) the TL Fee Re-Allocation Percentage (as defined below) of the total economics in respect of the Term Loan Facility which would otherwise be payable to the Agents party hereto on which the first Announcement is made (the “Announcement Date”) or the date on which this Commitment hereof pursuant to the Fee Letter is executed by you; provided that (aexclusive of any fees payable to an administrative agent or collateral agent in its capacity as such) and (y) such fees as are payable to the Additional Agents (or their affiliates) shall assume a proportion in respect of the commitments with respect RCF Additional Commitments pursuant to the Facilities Fee Letter (it being understood that (i) each Additional Agent (or its applicable affiliate) shall commit on a several (and not joint) basis to provide all or a portion of the Interim Facilities that is equal RCF Additional Commitments, (ii) the commitments assumed by each such Additional Agent (or its applicable affiliate) for the Term Loan Facility will be in proportion to the proportion of the economics allocated to such Additional Agents Agent (or their affiliatesits applicable affiliate) in respect thereof, and such (iii) (a) the commitments shall of the Initial Lenders hereunder in respect of the Term Loan Facility will be reduced on a pro rata across basis by the Facilities amount of the commitments of each Additional Agent (or its relevant affiliate) under the Term Loan Facility and the Interim Facilities, (b) the Arrangers party hereto on the date hereof shall have not less than 70% commitments of the total economics for Initial Lenders hereunder in respect of the Facilities Initial Revolving Credit Facility will be reduced on a pro rata basis by the Closing DateRCF Additional Commitments; provided that, the reduction in the Initial Lenders’ commitments with respect to the Initial Revolving Credit Facility pursuant to this clause (b) shall not exceed $100.0 million in the aggregate and any RCF Additional Commitments in excess of $100.0 million shall constitute the Revolving Credit Facility Increase Amount, and the commitments of each Additional Agent (or its relevant affiliate) in respect of the Revolving Credit Facility Increase Amount shall become effective, in each case upon the execution of customary joinder documentation satisfactory to the Joint Lead Arrangers, whereupon such Additional Agent shall become an “Agent”, “Initial “Lender”, “Incremental Revolving Lender” and “Joint Lead Arranger” hereunder.