Common use of Titles and Roles Clause in Contracts

Titles and Roles. It is agreed that (a) BMOCM and Barclays will act as joint lead arrangers and joint bookrunners for the Exit Facility (acting in such capacities, the “Lead Arrangers”) and (b) BMO Bank will act as sole administrative agent and collateral agent for the 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 order 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 Fee Letters referred to below) will be paid in connection with the Exit Facility unless you and the Lead Arrangers shall so agree (it being understood and agreed that no other agent, co-agent, arranger, co-arranger, bookrunner, co-bookrunner, manager or co-manager shall be entitled to greater economics in respect of the Exit Facility than any Commitment Party). Notwithstanding the foregoing, the Lead Arrangers shall have the right, subject to your consent (not to be unreasonably withheld, delayed or conditioned), to award titles to other financial institutions as joint lead arrangers and joint bookrunners (each, an “Additional 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 respect of the Exit Facility (it being agreed that (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 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 respect of the management of the syndication of the Exit Facility.

Titles and Roles. It is agreed that Each of BofA Securities, MSSF and DBSI (ain each case acting alone or through or with affiliates selected by it) BMOCM and Barclays will act as joint a lead arrangers arranger and joint bookrunners bookrunning manager for each of the Exit Facility Facilities (acting 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) and (b) BMO Bank will act as sole administrative agent and collateral agent for the Exit 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: (a) the commitments of each Initial Lender immediately prior to such appointment with respect to any such portion of such Facility will be reduced on a pro rata basis; and (b) the economics allocated to the Initial Lenders immediately prior to such exercise of Designation Rights in respect of such Facility will be reduced in proportion to such reductions in commitments upon the execution by such Additional Committing Lender of joinder documentation or an amendment to the Commitment Papers reasonably acceptable to you that adds such Additional Committing Lender as a “Commitment Party” and an “Initial Lender” thereunder with respect to such Facility. Thereafter, each such Additional Committing Lender will constitute a “Commitment Party” and an “Initial Lender” under the Commitment Papers. In connection with your exercise of Designation Rights (i) fees will be allocated to each Additional Committing Lender on a pro rata basis in respect of the commitments it is assuming with respect to a Facility or on such other basis as you and the Initial Lenders then party to the Commitment Papers may agree, (ii) no Additional Committing Lender shall receive greater economics in respect to such Facility than the Commitment Parties first a party to this Commitment Letter prior to the date of your acceptance of this Commitment Letter and (iii) in no event will the economics allocated to all such Additional Committing Lenders exceed 20% of the aggregate economics in respect of such Facility (exclusive of any fees payable to an administrative agent or collateral agent in its capacity as such). We agree to execute such documentation as you may reasonably request, including joinder agreements and amendments to the Commitment Papers in form and substance reasonably satisfactory to you and us, in connection with your execution of any Designation Rights. It is further agreed that (ai) BMO BofA Securities will have “left” and “highest” placement in any and appear on the top left of the cover page of all marketing materials or other documentation used in connection with for the Exit First Lien Term Facility and shall will hold the leading role roles and responsibilities conventionally understood to be associated with such placement, including maintaining the sole physical books for the Exit Facility name placement and (bii) Barclays BofA Securities will have placement immediately to appear on the right top left of BMO in such order in any and the cover page of all marketing materials or other documentation used in connection for the ABL Facility and will hold the roles and responsibilities conventionally understood to be associated with the Exit Facilitysuch name placement. You agree that Other than as provided above, no other agents, co-agents, lead arrangers, co-arrangers, bookrunners, co-bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation to any of the foregoing or any Initial Lender (other than that compensation expressly contemplated by this the Commitment Letter and the Fee Letters referred to belowPapers) will be paid in order to obtain a commitment to participate in or otherwise in connection with the Exit any Facility unless you and the Lead Arrangers shall so agree (it being understood and agreed that no other agent, co-agent, arranger, co-arranger, bookrunner, co-bookrunner, manager or co-manager shall be entitled to greater economics in respect of the Exit Facility than any Commitment Party). Notwithstanding the foregoing, the Lead Arrangers shall have the right, subject to your consent (not to be unreasonably withheld, delayed or conditioned), to award titles to other financial institutions as joint lead arrangers and joint bookrunners (each, an “Additional 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 respect of the Exit Facility (it being agreed that (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 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 respect of the management of the syndication of the Exit Facilitywe agree.

Titles and Roles. It is agreed that You hereby appoint (a) BMOCM CGMI to act, and Barclays will 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 upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. You hereby further appoint CGMI to act as joint lead arrangers sole arranger and joint bookrunners sole bookrunner for any Other Bank Facility that you or any of your subsidiaries may seek to obtain in connection with the Exit Acquisition (or any other acquisition of all or substantially all of the 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 (acting in such capacities, the “Lead ArrangersArranger”) and (b) BMO Bank will act as sole administrative agent and collateral agent for the Exit 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 exercise the authority, customarily performed by it in such role, including using its commercially reasonable efforts to secure commitments for each New Bank Facility from other banks and other financial institutions pursuant to 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 “Lenders”). It At the Arranger’s option (in consultation with the Borrower), CGMI and/or Citi may also be designated with such other titles in respect of any New Bank Facility 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 further understood and agreed that (a) BMO will have “left” additional financial institutions may be appointed to serve as agents or co-agents for, and “highest” placement other titles may be awarded in connection with, such New Bank Facility, in each case as mutually agreed between you and the Arranger; provided that no financial institution shall receive any and all marketing materials arrangement, structuring, underwriting or other documentation used similar fee 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 order its participation in any and all marketing materials or New Bank Facility other documentation used than as provided in connection with the Exit FacilityFee Letter referred to below. You agree that that, except as contemplated above, no other agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers arrangers or co-managers bookrunners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letters referred to belowLetter) will be paid in connection with the Exit any New Bank Facility unless you and the Lead Arrangers we shall so agree (it being understood and agreed that no other agent, co-agent, arranger, co-arranger, bookrunner, co-bookrunner, manager or co-manager shall be entitled to greater economics in respect of the Exit Facility than any Commitment Party). Notwithstanding the foregoing, the Lead Arrangers shall have the right, subject to your consent (not to be unreasonably withheld, delayed or conditioned), to award titles to other financial institutions as joint lead arrangers and joint bookrunners (each, an “Additional 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 respect of the Exit Facility (it being agreed that (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 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 respect of the management of the syndication of the Exit Facilityagree.

Titles and Roles. It is agreed that (a) BMOCM and Barclays TD Securities, acting alone or through or with affiliates selected by it, will act as joint the left lead arrangers arranger and joint bookrunners sole bookrunner for the Exit Senior Facility (acting in such capacitiescapacity, the “Lead ArrangersArranger”) and (b) BMO Bank will act as sole administrative agent and collateral agent for the Exit Facility). It is further agreed that (a) BMO TD Securities will have “left” the left and “highest” highest placement in on any information memoranda and all other marketing materials or other documentation used in connection with relating to the Exit Facility Senior 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 Senior Facility. TD Bank (bTexas) Barclays will have placement immediately to act as the right of BMO in such order in any and all marketing materials or other documentation used in connection sole administrative agent for the Senior Facility. Additional lead arrangers may be appointed by the Borrower (the “Joint Lead Arrangers”) with the Exit Facilityconsent of TD Securities, and the Borrower may pay the Joint Lead Arrangers fees as reasonably approved in writing by TD Securities. You agree that no No additional arrangers, other agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers arrangers or co-managers bookrunners will be appointed, no other titles will be awarded and no compensation (other than that to the Commitment Parties or as expressly contemplated by in this Commitment Letter and the Fee Letters referred to belowLetter) will be paid in connection with the Exit Senior Facility unless you and without the prior written approval of the Lead Arrangers shall so Arranger in its sole discretion. In consideration of the time and resources that the TD Parties will devote to the Senior Facility, you agree (it being understood and agreed that no that, during the term of this Commitment Letter, neither you, nor any of your subsidiaries or affiliates, will initiate, solicit, entertain, permit or enter into any discussions with any other agentbank, co-agentinvestment bank, arrangerfinancial institution, co-arranger, bookrunner, co-bookrunner, manager person or co-manager shall be entitled to greater economics entity in respect of any structuring, arranging, underwriting, offering, placing or syndicating of all or any portion of the Exit Senior Facility than any Commitment Party). Notwithstanding the foregoing, unless agreed to in writing by the Lead Arrangers Arranger; provided that this Commitment Letter shall have the rightnot prohibit you, subject to or any of your consent (not to be unreasonably withheldsubsidiaries or affiliates, delayed from initiating, soliciting, entertaining, permitting or conditioned)entering into any discussions with any other bank, to award titles to other investment bank, financial institutions as joint lead arrangers and joint bookrunners (eachinstitution, an “Additional Arranger” and, together with the Lead Arrangers, the “Arrangers”) who are (person 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 entity in respect of the Exit Facility (it being agreed that (i) each 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 parties hereto shallBorrower or its assets to a third party, in each case, in a manner consistent with and not prohibited by the Restructuring Support Agreement. (b) You agree to provide to the Commitment Parties, upon our request, all such documents, reports, agreements, financial and other written information, appraisals, financial projections and other items as the Commitment Parties or their counsel may reasonably request with respect to you, your businesses and your assets in connection with our due diligence review, including, without limitation, a satisfactory review of you or the Lead ArrangersBorrower’s and its subsidiaries’ commercial agreements, execute an amendment (or amendment affiliate agreements, organizational documents, financial statements, and restatement) or joinder third-party diligence and consultants’ reports with respect to the Borrower’s and its subsidiaries’ assets, operations, capital expenditures and proposed scope of new projects. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions, compliance with any provision set forth in this Commitment Letter (other than the conditions set forth in Section 3 hereof), shall not constitute a condition to reflect the commitments of any such financial institutions, pursuant hereunder or to which each such Additional Initial Exit Lender will assume a portion the funding of the commitments under Senior Facility on 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 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 respect of the management of the syndication of the Exit FacilityClosing Date.