Common use of Titles and Roles Clause in Contracts

Titles and Roles. 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 the Senior Secured Credit Facilities (in such capacity, the “Joint 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 agreed that DBSI will have “left side” designation and shall appear on the top left of the cover page of any marketing materials for any of the Senior Secured Credit Facilities and will have all rights and responsibilities customarily associated with such position and such name 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 (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid in connection with the Senior Secured Credit Facilities unless you and we shall so agree; provided that, at any time on or prior to the 15th business day following your execution and delivery of this Commitment Letter, you may (in consultation with the Joint Lead Arrangers) appoint up to four additional agents, co-agents, arrangers, bookrunners, or managers reasonably acceptable to the Joint Lead Arrangers for each of the Senior Secured Credit Facilities (any such agent, co-agent, arranger, bookrunner or manager, an “Additional Agent”) and the aggregate economics payable to the Additional Agents in respect of the 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 the date hereof pursuant to the Fee Letter (exclusive 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) in respect of the RCF Additional Commitments pursuant to the 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 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 economics allocated to such Additional Agent (or its applicable affiliate) in respect thereof, and (iii) (a) the commitments of the Initial Lenders hereunder in respect of the Term Loan Facility will be reduced on a pro rata basis by the amount of the commitments of each Additional Agent (or its relevant affiliate) under the Term Loan Facility and (b) the commitments of the Initial Lenders hereunder in respect of the Initial Revolving Credit Facility will be reduced on a pro rata basis by the RCF 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.

Titles and Roles. You hereby appoint (a) DBSI Barclays and MLPFS Citi to act, and DBSI Barclays and MLPFS Citi hereby agree to act, as exclusive joint book running managers lead Arrangers and joint lead arrangers bookrunners (in such capacities, the “Arrangers” and together with the Initial Lenders, the “Commitment Parties”), and Barclays as sole administrative agent for each of the Senior Secured Credit Facilities Bridge Facility (in such capacity, the “Joint 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 agreed that DBSI will have “left side” designation and shall appear on the top left of the cover page of any marketing materials for any of the Senior Secured Credit Facilities and will have all rights and responsibilities customarily associated with such position and such name 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 Administrative 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 you hereby agree to appoint Barclays and Citi to act, on a non-exclusive basis, as joint bookrunners and joint lead arrangers, with Barclays being given “lead left” placement in any related marketing and Citi immediately to the right (in consultation with you) to award one or more of the roles or titles described aboveBarclays on all such materials, 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 (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid 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 Senior Secured Credit Facilities unless you and we shall so agreedate hereof for the purpose of financing the Catalonia Acquisition or to refinance or replace the Bridge Facility minus the principal amount of any reduction in commitments thereunder or prepayment loans thereunder as a result of any offering of securities; provided that, at the Arrangers are willing to arrange any time such Term Facility on or prior terms no less favorable to the 15th business day following your execution Borrower than then-prevailing market terms. At the request of Barclays or Citi, such engagement shall be documented pursuant to customary commitment or engagement letters on terms to be mutually agreed between you and delivery of this Commitment Letterthe Arrangers. #95517653v2 With respect to the Bridge Facility, you may (in consultation with the Joint Lead Arrangers) appoint up to four no additional agents, co-agents, arrangers, bookrunners, Arrangers or managers reasonably acceptable bookrunners will be appointed and no other titles will be awarded unless you and we shall so agree in writing. It is understood and agreed that Barclays will have the left and highest placement on any information memoranda and other marketing materials relating to the Joint Lead Arrangers Bridge Facility, and shall hold the role and responsibilities conventionally associated with such placement, including maintaining sole physical books for each the Bridge Facility. It is understood and agreed that this Fee and Syndication Letter shall not constitute a commitment to provide any portion of the Senior Secured Credit Facilities (Bridge Facility, any Term Facility or any other financing. Any such agent, co-agent, arranger, bookrunner or manager, an “Additional Agent”) and the aggregate economics payable commitment will be subject to the Additional Agents in respect execution and delivery of, and satisfaction of the Senior Secured Credit Facilities shall not exceed conditions contained in, a separate loan agreement, commitment letter or credit agreement, as the sum case may be, related thereto (including, for the avoidance of (x) the TL Fee Re-Allocation Percentage (as defined below) of the total economics in doubt, with respect of the Term Loan Facility which would otherwise be payable to the Agents party hereto Bridge Facility, the credit agreement executed on the date hereof pursuant to the Fee Letter (exclusive 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) in respect of the RCF Additional Commitments pursuant to the 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 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 economics allocated to such Additional Agent (or its applicable affiliate) in respect thereof, and (iii) (a) the commitments of the Initial Lenders hereunder in respect of the Term Loan Facility will be reduced on a pro rata basis by the amount of the commitments of each Additional Agent (or its relevant affiliate) under the Term Loan Facility and (b) the commitments of the Initial Lenders hereunder in respect of the Initial Revolving Credit Facility will be reduced on a pro rata basis by the RCF 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” hereunderthereto).

Titles and Roles. You hereby appoint It is agreed that (a) DBSI Barclays, MLPFS and UBSS will each act as a global 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 First Lien Facilities (in such capacities, each a “First Lien Arranger” and, collectively, the “First Lien Arrangers”), (b) Barclays, MLPFS to actand UBSS will each act as a global coordinator for the Bridge Facility, Barclays, MLPFS, UBSS and BNP Paribas will each act as a lead arranger and bookrunner for the Bridge Facility, and DBSI HSBC and MLPFS hereby agree to actNatixis will each act as a co-manager for the Bridge Facility (in such capacities, each a “Bridge Arranger” and, collectively, the “Bridge Arrangers” and, together with the First Lien Arrangers, collectively, the “Arrangers”), (c) Barclays will act as joint book running managers sole first lien administrative agent and joint lead arrangers sole first lien collateral agent for each of the Senior Secured Credit First Lien Facilities (in such capacity, the “Joint Lead ArrangersFirst Lien Administrative Agent”) and (bd) DBNY to act, and DBNY hereby agrees to act, Bank of America will act as sole administrative agent and sole collateral agent for each of the Senior Secured Credit FacilitiesBridge Facility (in such capacity, in each case upon the terms and subject to “Bridge Administrative Agent” and, together with the conditions set forth or referred to in this Commitment Letter. Each Agent will perform First Lien Administrative Agent, the duties and exercise the authority customarily performed and exercised by it in the foregoing roles“Administrative Agents”). It is further agreed that DBSI will have “left side” designation and (x) Barclays shall appear on the top left “left” of all marketing and other materials in connection with the cover page of any marketing materials for any of the Senior Secured Credit First Lien Facilities and will have all the rights and responsibilities customarily associated with such position and such name placement. In connection with , (y) MLPFS shall appear on the syndication “left” 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 all marketing and 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 (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid materials in connection with the Senior Secured Credit 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. Barclays also confirms that it or one of its affiliates has agreed to act as Interim Facility Agent, Interim Security Agent and Issuing Bank (each as defined in the Interim Facilities unless you and we shall so agree; provided thatAgreement) and, at any time on or prior to the 15th business day following your execution and delivery date of this Commitment Letter, you may (in consultation with the Joint Lead Arrangers) appoint up to four additional agents, co-agents, arrangers, bookrunners, or managers reasonably acceptable has executed and delivered to the Joint Lead Arrangers for each of Borrower, the Senior Secured Credit Interim Facilities Agreement (any such agent, co-agent, arranger, bookrunner or manager, an “Additional Agent”) and the aggregate economics payable to the Additional Agents in respect of the Senior Secured Credit Facilities shall not exceed the sum of (x) the TL Fee Re-Allocation Percentage all applicable Interm Finance Documents (as defined below) of in the total economics in respect of the Term Loan Facility which would otherwise be payable to the Agents party hereto on the date hereof pursuant to the Fee Letter (exclusive 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 affiliatesInterim Facilities Agreement)) in respect such capacities. For the avoidance of the RCF Additional Commitments pursuant to the Fee Letter (it doubt, each Initial Lender confirms that its commitments under this letter are not conditional upon being understood that (i) each Additional so appointed as Interim Facility Agent, Interim Security Agent (or its applicable affiliate) shall commit on a several (and not joint) basis to provide all or a portion of the 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 economics allocated to such Additional Agent (or its applicable affiliate) in respect thereof, and (iii) (a) the commitments of the Initial Lenders hereunder in respect of the Term Loan Facility will be reduced on a pro rata basis by the amount of the commitments of each Additional Agent (or its relevant affiliate) under the Term Loan Facility and (b) the commitments of the Initial Lenders hereunder in respect of the Initial Revolving Credit Facility will be reduced on a pro rata basis by the RCF 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” hereunderand/or Issuing Bank.

Titles and Roles. You hereby appoint (a) DBSI Wexxx Xargo Securities will be "left" lead arranger and MLPFS "left" bookrunner for the Transactions and will hold the roles and responsibilities customarily understood to actbe associated with such roles, and DBSI and MLPFS hereby agree to act, including maintaining sole physical books for the Transactions. Wexxx Xargo Bank will act as joint book running managers and joint lead arrangers for each of the Senior Secured Credit Facilities sole administrative agent (in such capacity, the “Joint Lead Arrangers”"Administrative Agent") 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. No other roles, in each case upon the terms and subject to the conditions set forth titles 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 agreed that DBSI will have “left side” designation and shall appear on the top left of the cover page of any marketing materials for any of the Senior Secured Credit Facilities and will have all rights and responsibilities customarily associated with such position and such name 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 (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid economics in connection with the Senior Secured Credit Facilities unless you and we Transactions shall so agreebe awarded to any other party without our prior consent; provided that, at any time on or prior to the 15th date which is ten (10) business day following your execution and delivery days after the date of this Commitment Letter, you may award roles, titles (in consultation with the Joint Lead Arrangersincluding joint lead arranger, joint bookrunner, syndication agent, documentation agent or similar commensurate roles or titles) appoint to up to four (4) additional agents, co-agents, arrangers, bookrunners, or managers financial institutions reasonably acceptable to the Joint Lead Arrangers for each of the Senior Secured Credit Facilities Wexxx Xargo Securities that provide (any such agent, co-agent, arranger, bookrunner or manager, an “Additional Agent”whose affiliates provide) and the aggregate economics payable to the Additional Agents commitments in respect of the Senior Secured Credit Facilities shall not exceed the sum of on terms and conditions reasonably satisfactory to Wexxx Xargo Securities (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 each, an "Additional Arranger"), subject to the Agents party hereto on the date hereof pursuant to the Fee Letter (exclusive allocation of any fees payable to an administrative agent or collateral agent set forth in its capacity as such) and (y) such fees as are payable to the Additional Agents (or their affiliates) in respect of the RCF Additional Commitments pursuant to the Fee Letter (it being understood 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 term of this Commitment 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) each Additional Agent (or its applicable affiliate) shall commit on a several (and not joint) basis to provide all or a portion of the RCF Additional Commitmentsintercompany debt, (ii) borrowings under the commitments assumed by each such Additional Agent Credit Agreement and any amendments, extensions, renewals, replacements or refinancings thereof (or its applicable affiliate) for provided, that the Term Loan Facility will be in proportion to the economics allocated to such Additional Agent aggregate principal amount of any existing credit facilities (or its applicable affiliate) in respect thereof, and (iii) (a) the commitments of the Initial Lenders hereunder other than in respect of the Term Loan Facility will accrued and unpaid interest, fees and expenses) shall not be reduced on a pro rata basis by the amount of the commitments of each Additional Agent (or its relevant affiliate) under the Term Loan Facility and (b) the commitments of the Initial Lenders hereunder in respect of the Initial Revolving Credit Facility will be reduced on a pro rata basis by the RCF Additional Commitments; provided that, the reduction in the Initial Lenders’ commitments with respect to the Initial Revolving Credit Facility increased pursuant to this clause (bii)), (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 consideration for the Acquisition and agree that such issuance and the transactions related thereto shall not exceed $100.0 million in be restricted by 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 terms 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” hereunderimmediately foregoing sentence.