Common use of Appointment as Dealer Manager Clause in Contracts

Appointment as Dealer Manager. The Company hereby engages and appoints UBS Securities LLC (“UBS” or “you”) as exclusive dealer manager (the “Dealer Manager”) and authorizes you to act as such in connection with the Exchange Offer, and you hereby agree to act as a Dealer Manager, on the terms and conditions set forth herein. On the basis of the representations, warranties, agreements and covenants of the Company in, and subject to the terms and conditions of this Agreement, you agree, as a Dealer Manager, in accordance with your customary practice, to use your commercially reasonable efforts to solicit exchanges of Securities in the Exchange Offer and perform such other services in connection with the Exchange Offer as are customarily performed by investment banks of international standing acting in such roles in connection with exchange offers of like nature, including, but not limited to, assisting the Company with respect to the timing, pricing and structure of the Exchange Offer, assisting the Company in the preparation of the Exchange Offer Materials (as defined below), identifying and contacting the holders of the Securities with respect to the Exchange Offer and participating in negotiations with such holders of the Securities and communicating generally regarding the Exchange Offer with brokers, dealers, commercial banks and trust companies and other nominees or holders of the Securities. Your duties or responsibilities, as Dealer Manager, will not include: (i) providing tax, legal, regulatory, accountancy or other specialist or technical advice or services, (ii) providing general financial or strategic advice, or (iii) assuming any responsibility for the verification of the information in the Exchange Offer Materials or any ancillary documents. In soliciting exchanges of Securities and generally in connection with the Exchange Offer, you, as Dealer Manager, are acting as an independent contractor and shall not be deemed to be acting as an agent of the Company, and the Company shall not be deemed to act as your agent, and no broker, dealer, commercial bank or trust company shall be deemed to be acting as your agent or as agent of the Company. You shall have no obligation to purchase any Securities in connection with the Exchange Offer. In addition, you shall not be deemed for any purpose to act as a partner or joint venturer of or a member of a syndicate or group with the Company or any of its respective affiliates in connection with the Exchange Offer or otherwise. Your obligation to act as Dealer Manager shall be subject to: (i) the Company’s reasonable cooperation with and assistance to you in relation to identifying holders of Securities and carrying out the Exchange Offer; (ii) the Company obtaining any legal or regulatory approval, consent or authorization required in any relevant jurisdiction; and (iii) other terms and conditions in this Agreement.

Appointment as Dealer Manager. The Company hereby engages and appoints UBS Securities LLC (“UBS” or “you”) as exclusive dealer manager and solicitation agent (the “Dealer Manager”) and authorizes you to act as such in connection with the Exchange Offer, and you hereby agree to act as a Dealer Manager, on the terms and conditions set forth herein. On the basis of the representations, warranties, agreements and covenants of the Company in, and subject to the terms and conditions of this Agreement, you agree, as a Dealer Manager, in accordance with your customary practice, to use your commercially reasonable efforts to solicit exchanges of Securities and Consents in the Exchange Offer and perform such other services in connection with the Exchange Offer as are customarily performed by investment banks of international standing acting in such roles in connection with exchange offers and consent solicitations of like nature, including, but not limited to, assisting the Company with respect to the timing, pricing and structure of the Exchange Offer, assisting the Company in the preparation of the Exchange Offer Materials (as defined below), identifying and contacting the holders of the Securities with respect to the Exchange Offer and participating in negotiations with such holders of the Securities and communicating generally regarding the Exchange Offer with brokers, dealers, commercial banks and trust companies and other nominees or holders of the Securities. Your duties or responsibilities, as Dealer Manager, will not include: (i) providing tax, legal, regulatory, accountancy or other specialist or technical advice or services, (ii) providing general financial or strategic advice, or (iii) assuming any responsibility for the verification of the information in the Exchange Offer Materials or any ancillary documents. In soliciting exchanges of Securities and Consents and generally in connection with the Exchange Offer, you, as Dealer Manager, are acting as an independent contractor and shall not be deemed to be acting as an agent of the Company, and the Company shall not be deemed to act as your agent, and no broker, dealer, commercial bank or trust company shall be deemed to be acting as your agent or as agent of the Company. You shall have no obligation to purchase any Securities in connection with the Exchange Offer. In addition, you shall not be deemed for any purpose to act as a partner or joint venturer of or a member of a syndicate or group with the Company or any of its respective affiliates in connection with the Exchange Offer or otherwise. Your obligation to act as Dealer Manager shall be subject to: (i) the Company’s reasonable cooperation with and assistance to you in relation to identifying holders of Securities and carrying out the Exchange Offer; (ii) the Company obtaining any legal or regulatory approval, consent or authorization required in any relevant jurisdiction; and (iii) other terms and conditions in this Agreement.

Appointment as Dealer Manager. The Company hereby engages and appoints UBS Securities LLC Xxxxx, Xxxxxxxx & Xxxxx, Inc. (“UBSyou” or “youKBW”) as exclusive dealer financial advisor and sole dealer-manager (the “Dealer Dealer-Manager”) in connection with the Rights Offering, and authorizes you KBW to act as such on its behalf in connection with the Exchange OfferRights Offering, and you hereby agree to act as a Dealer Managerin accordance with this Dealer-Manager Agreement (this “Agreement”). The Company will not employ any other financial advisors, on brokers, dealers or underwriters in connection with the terms and conditions set forth hereinRights Offering without KBW’s prior written consent, which consent may be withheld in KBW’s discretion. On the basis of the representations, warranties, representations and warranties and agreements and covenants of the Company in, contained in this Agreement and subject to and in accordance with the terms and conditions of this Agreementhereof, you agree, KBW agrees that as a Dealer ManagerDealer-Manager it will, in accordance with your its customary practicepractice and to the extent requested by the Company, to use your its commercially reasonable efforts to solicit exchanges (a) advise and assist the Company in soliciting the exercise of Securities in the Exchange Offer Rights held by Rightholders for subscriptions for Shares, and perform such other services (b) provide the Advisory Services (defined below) in connection with the Exchange Offer as are customarily performed by investment banks of international standing acting in such roles in connection with exchange offers of like nature, including, but not limited to, assisting the Company with respect to the timing, pricing and structure of the Exchange Offer, assisting the Company in the preparation of the Exchange Offer Materials (as defined below), identifying and contacting the holders of the Securities with respect to the Exchange Offer and participating in negotiations with such holders of the Securities and communicating generally regarding the Exchange Offer with brokers, dealers, commercial banks and trust companies and other nominees or holders of the SecuritiesRights Offering. Your duties or responsibilities, as Dealer Manager, will not include: The term “Advisory Services” means (i) providing taxadvising on pricing, legaland other terms and conditions of the Rights Offering, regulatory, accountancy or other specialist or technical advice or servicesincluding transferability and oversubscription rights and limits, (ii) providing guidance on general financial or strategic advicemarket conditions and their impact on the Rights Offering, or and (iii) assuming any responsibility for assisting the verification Company in drafting a presentation that may be used to market the Rights Offering to existing and potential investors, describing the proposed capital raising, Company history and performance to date, track records of key executives, highlights of the information Company’s business plan and intended use of proceeds. For the avoidance of doubt and notwithstanding anything that may be to the contrary in this Agreement, the Exchange Offer Materials or Company and KBW hereby agree that KBW will not underwrite the Rights Offering, KBW has no obligation to act, and will not act, in any ancillary documents. In soliciting exchanges of Securities and generally capacity as an underwriter in connection with the Exchange Offer, you, as Dealer Manager, are acting as an independent contractor Rights Offering and shall not be deemed to be acting as an agent of the Company, and the Company shall not be deemed to act as your agent, and no broker, dealer, commercial bank or trust company shall be deemed to be acting as your agent or as agent of the Company. You shall have KBW has no obligation to purchase any Securities or procure purchases of the common stock offered in connection with the Exchange OfferRights Offering, other than as may be subsequently agreed to in a written underwriting agreement between the Company and KBW with respect to any underwritten public offering of Shares following the Rights Offering. In addition, you shall The Company agrees that it will not be deemed hold the Dealer-Manager liable or responsible for the failure of the Rights Offering in the event that the Rights Offering is not successfully consummated for any purpose to act as a partner or joint venturer of or a member of a syndicate or group with the Company or any of its respective affiliates in connection with the Exchange Offer or otherwise. Your obligation to act as Dealer Manager shall be subject to: (i) the Company’s reasonable cooperation with and assistance to you in relation to identifying holders of Securities and carrying out the Exchange Offer; (ii) the Company obtaining any legal or regulatory approval, consent or authorization required in any relevant jurisdiction; and (iii) other terms and conditions in this Agreementreason.

Appointment as Dealer Manager. The Company hereby engages and appoints UBS Securities LLC (“UBS” or “you”) as sole and exclusive dealer manager in connection with the Exempted Exchanges (the “Dealer Manager”) and authorizes you the Dealer Manager to act as such in connection with the Exchange Offersuch, and you hereby agree to act as a Dealer Manager, in each case on the terms and conditions set forth herein. On the basis of the representations, warranties, agreements and covenants of the Company in, and subject to the terms and conditions of of, this Dealer Manager Agreement (this “Agreement”), you agree, as a Dealer Manager, in accordance with your customary practice, to use your commercially reasonable efforts to solicit exchanges of Securities in effect the Exchange Offer Exempted Exchanges and perform such other services in connection with the Exchange Offer Exempted Exchanges as are customarily performed by investment banks of international standing acting in such roles in connection with exchange offers transactions of like nature, including, but not limited to, assisting the Company with respect to the timing, pricing and structure of the Exchange OfferExempted Exchanges, assisting the Company in the preparation of the Exchange Offer Materials (as defined below)Offering Memorandum, identifying and contacting the certain holders of the Securities Existing Notes with respect to the Exchange Offer Exempted Exchanges and participating in negotiations with such holders of the Securities Existing Notes and communicating generally regarding the Exchange Offer Exempted Exchanges with brokers, dealers, commercial banks and trust companies and other nominees or holders of the SecuritiesExisting Notes, both of record and beneficial. Your The duties or responsibilities, as responsibilities of the Dealer Manager, Manager will not include: (i) providing tax, legal, regulatory, accountancy or other specialist or technical advice or services, (ii) providing general financial or and strategic advice, or (iii) assuming any responsibility for the verification of the information in the Exchange Offer Materials Offering Memorandum or any ancillary documentsdocuments other than the UBS Information (as defined in Section 8.21). In soliciting exchanges of Securities effecting Exempted Exchanges and generally in connection with the Exchange OfferExempted Exchanges, you, as Dealer Manager, are acting as an independent contractor and shall not be deemed to be acting as an the agent of the Company, and the Company shall not be deemed to act as your agent, and no broker, dealer, commercial bank or trust company shall be deemed to be acting as your agent or as agent of the Company. You shall have no obligation to purchase any Securities in connection with the Exchange Offer. In addition, you shall not be deemed for any purpose to act as a partner or joint venturer of or a member of a syndicate or group with the Company or any of its respective affiliates in connection with the Exchange Offer or otherwise. Your obligation to act as Dealer Manager shall be subject to: (i) the Company’s reasonable cooperation with and assistance to you in relation to identifying holders of Securities and carrying out the Exchange Offer; (ii) the Company obtaining any legal or regulatory approval, consent or authorization required in any relevant jurisdiction; and (iii) other terms and conditions in this Agreement.

Appointment as Dealer Manager. The Company Offeror hereby engages appoints you and appoints UBS Securities LLC your ----------------------------- affiliates as dealer managers, solicitation agents and authorized adviser (“UBS” or “you”) as exclusive dealer manager (collectively in such capacities, the “"Dealer Manager”" or "you") and authorizes you to act as such in connection with the Exchange Offer, and you hereby agree to act as a Dealer Manager, on the terms and conditions set forth herein. On the basis of the representations, warranties, agreements warranties and covenants of the Company in, and subject to the terms and conditions of this AgreementOfferor contained herein, you agree, as a Dealer Manager, in accordance with your customary practice, to use your commercially reasonable efforts to solicit exchanges of Securities in the Exchange Offer and perform such other those services in connection with the Exchange Offer as are customarily performed by investment banks of international standing acting in such roles in connection with exchange offers of a like nature, including, but not limited to, assisting the Company with respect using reasonable efforts to the timing, pricing and structure solicit tenders of all of the Exchange Offer, assisting the Company in the preparation of the Exchange Offer Materials (as defined below), identifying and contacting the holders of the Securities with respect Target Notes pursuant to the Exchange Offer and participating in negotiations with such holders of the Securities and communicating generally regarding the Exchange Offer with securities depositaries, brokers, dealers, commercial banks and trust companies and other nominees or holders of the SecuritiesTarget Notes. Your duties or responsibilities, as Dealer Manager, will not include: (i) providing tax, legal, regulatory, accountancy or other specialist or technical advice or services, (ii) providing general financial or strategic advice, or (iii) assuming any responsibility for the verification of the information in the Exchange Offer Materials or any ancillary documents. In soliciting exchanges of Securities and generally in connection with the Exchange Offer, you, as Dealer Manager, are acting as an independent contractor and shall not be deemed to be acting as an agent of the Company, and the Company shall not be deemed You have been engaged to act as your agent, and no broker, dealer, commercial bank or trust company shall be deemed to be acting as your agent or as agent of the Company. You shall have no obligation to purchase any Securities in connection with the Exchange Offer. In addition, you shall not be deemed for any purpose to act as a partner or joint venturer of or a member of a syndicate or group with the Company or any of its respective affiliates sole Dealer Manager in connection with the Exchange Offer or otherwise. Your obligation to and in such capacity, you shall act as Dealer Manager an independent contractor, and other than as required in accordance with the listing rules (the "Listing Rules") published by Financial Services Authority (the "FSA") acting in its capacity as the competent authority (the "UKLA") for the purposes of Part VI of the Financial Services and Markets Act 2000 (the "FSMA"), each of your duties arising out of your engagement pursuant to this Agreement shall be subject to: (i) owed solely to the Company’s reasonable cooperation Offeror. The Offeror further authorizes you to communicate with and assistance to you Bank One, N.A., in relation to identifying holders of Securities and carrying out its capacity as exchange agent for the Exchange Offer; Offer (iithe "Exchange Agent"), with Xxxxxxxxx Shareholder Services LLC, in its capacity as information agent, with respect to matters relating to the Exchange Offer (the "Information Agent") and Bank One, N.A. in its capacity as London paying and transfer agent (the Company obtaining any legal or regulatory approval, consent or authorization required "London Agent"). The Offeror has instructed the Exchange Agent to advise you at least daily as to the number of Target Notes which have been tendered pursuant to the Exchange Offer and as to such other matters in any relevant jurisdiction; and (iii) other terms and conditions in this Agreementconnection with the Exchange Offer as you may request.

Appointment as Dealer Manager. The Company By this Dealer Manager Agreement (the "Agreement"), TRICOM hereby engages and appoints UBS Securities LLC (“UBS” or “you”) Bear, Xxxxxxx & Co. Inc. as the exclusive dealer manager Dealer Manager (the “"Dealer Manager”") for the Exchange Offer Transactions and authorizes you Bear, Xxxxxxx & Co. Inc., subject to the terms and provisions of this Agreement and those of the Compensation and Expense Letter (as defined herein), to act as such in connection with the Exchange Offer, and you hereby agree to act as a Dealer Manager, on the terms and conditions set forth hereinOffer Transactions. On the basis of the representations, warranties, covenants and agreements and covenants of the Company in, contained herein and subject to and in accordance with the terms and conditions hereof and those of this Agreementthe Offer, you agree, as a the Dealer ManagerManager agrees, in accordance with your its customary practice, to use your commercially reasonable efforts to solicit exchanges of Securities in the Exchange Offer and perform such other those services in connection with the Exchange Offer Transactions as are customarily performed by investment banks of international standing acting in such roles dealer managers in connection with exchange offers of like nature, including, but not limited to, assisting (a) providing certain advice to TRICOM regarding the Company with respect to the timingterms, pricing structure and structure timing of the Exchange OfferOffer Transactions and assisting TRICOM in negotiating the terms of the Offer with holders of the Old Notes, (b) assisting the Company TRICOM in the its preparation of the Exchange Offer Materials to the extent such documents relate to the terms of the Exchange Offer Transaction, (as defined below), identifying c) using its commercially reasonable efforts to identify and contacting the contact holders of the Securities with respect Old Notes, solicit tenders of Old Notes pursuant to the Exchange Offer and participating in negotiations with such holders of the Securities and communicating generally regarding the Exchange Offer communicate with brokers, dealers, commercial banks and trust companies (each individually, a "Dealer" and other nominees or holders collectively, "Dealers") in connection therewith, and (d) otherwise performing the duties of the Securities. Your duties or responsibilities, as Dealer Manager, will not include: (i) providing tax, legal, regulatory, accountancy or other specialist or technical advice or services, (ii) providing general financial or strategic advice, or (iii) assuming any responsibility for the verification of the information Manager described in the Exchange Offer Materials or any ancillary documentsMaterials. In soliciting exchanges of Securities and generally in connection with the Exchange Offer, you, as The Dealer Manager, are acting Manager shall act as an independent contractor and shall not be deemed to be acting as an agent of the Company, and the Company shall not be deemed to act as your agent, and no broker, dealer, commercial bank or trust company shall be deemed to be acting as your agent or as agent of the Company. You shall have no obligation to purchase any Securities in connection with the Exchange Offer. In addition, you shall not be deemed for any purpose to act as a partner or joint venturer of or a member of a syndicate or group with the Company or any of its respective affiliates in connection with the Exchange Offer Transactions with duties solely to TRICOM, and nothing herein contained shall constitute the Dealer Manager as an agent of TRICOM in connection with the solicitation of the tender of Old Notes pursuant to and in accordance with the terms and conditions of the Offer; PROVIDED, HOWEVER, that TRICOM hereby authorizes the Dealer Manager and/or one or otherwise. Your obligation more registered brokers or dealers chosen by the Dealer Manager to act as TRICOM's agent in making the Offer to residents of any jurisdiction in which such agent designation may be necessary to comply with applicable law. The Dealer Manager shall be subject to: (i) agrees that it will not make any representation or warranty or disseminate any information concerning TRICOM, the Company’s reasonable cooperation with and assistance to you Guarantors, their respective businesses or financial conditions or the Offer, other than as set forth in relation to identifying holders of Securities and carrying out the Exchange Offer; (ii) Offer Materials. Nothing in this Agreement shall constitute the Company obtaining Dealer Manager a partner or joint venturer with TRICOM or any legal of the Guarantors. If the Dealer Manager and TRICOM mutually agree that the Dealer Manager will provide other services to TRICOM, including financial advisory or regulatory approvalinvestment banking services, consent the Dealer Manager and TRICOM shall either amend the terms of this Agreement or authorization required in any relevant jurisdiction; and (iii) other enter into a separate agreement covering the terms and conditions in this Agreementarrangements of such additional engagement.