Syndication Agent The Syndication Agent shall not have any duties or responsibilities hereunder in its capacity as such.
Arrangers Any Affiliate of an Arranger may provide the services of an Arranger for the transactions contemplated hereunder.
Documentation Agent 45 SECTION 10. MISCELLANEOUS................................................................................ 45
Arranger KeyBanc Capital Markets or any successors thereto. Assignment and Acceptance Agreement. See §18.1.
Syndication (a) The Borrower agrees that it shall, subject to the disclosure limitations in the Takeover Code with respect to the Target Transactions, take all actions that the Arrangers may reasonably request to assist them in timely forming a syndicate acceptable to the Arrangers and the Lenders participating in this Agreement. The Borrower’s assistance in forming such syndicate with respect to this Agreement shall include but not be limited to: (i) making available senior management, representatives and non-legal advisors of the Borrower (at reasonable times and upon reasonable notice); (ii) providing copies of any due diligence reports or memoranda prepared by legal, accounting, tax or other advisors in connection with the Acquisition and any other customary and reasonably available information the Arrangers may reasonably request in connection with a customary due diligence review, in each case, to the extent reasonably available to the Borrower and subject to the delivery of customary non-disclosure and non-reliance agreements reasonably acceptable to the Arrangers; (iii) participation, with the Arrangers, in one or more informational meetings with potential Lenders at such times and places as the Arrangers may reasonably request; (iv) using commercially reasonable efforts to ensure that the syndication effort benefits from the Borrower’s prior and existing lending and other banking relationships and to the extent practicable and appropriate, those of the Target; (v) assisting in the preparation and delivery, as soon as practicable after the date hereof, but in no event later than 20 Business Days prior to Closing Date, of a Confidential Information Memorandum and other customary marketing materials to be used in connection with the syndication; and (vi) using commercially reasonable efforts to obtain, at the Borrower’s expense, public corporate credit/family ratings of the Borrower and ratings of the Facility by Xxxxx’x and S&P as soon as practicable after the date hereof, including participation in rating agency presentations and using commercially reasonable efforts to cause such corporate credit/family ratings and ratings of the Facility to be continuously maintained). For the avoidance of doubt, from and after the Closing Date, the Borrower’s assistance will include the assistance as provided in the prior sentence of Target and its senior management.
Appointment of Agents and Advisors The Collateral Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants, appraisers or other experts or advisors selected by it in good faith as it may reasonably require and will not be responsible for any misconduct or negligence on the part of any of them.
Administrative Agent’s Appointment as Attorney-in-Fact, etc (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:
Successor Agent and Co Agents 13.8.1. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to each Lender and Borrower Representative. Upon receipt of any notice of such resignation, the Required Lenders, after prior consultation with (but without having to obtain consent of) each Lender, shall have the right to appoint a successor Agent which shall be (i) a Lender, (ii) a United States based affiliate of a Lender, or (iii) a commercial bank that is organized under the laws of the United States or of any State thereof and has a combined capital surplus of at least $500,000,000 and, provided no Default or Event of Default then exists, is reasonably acceptable to Borrower Representative (and for purposes hereof, any successor to BofA shall be deemed acceptable to Borrower Representative). If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint, after consultation with Lenders and Borrower Representative, a successor agent from among Lenders. Upon the acceptance by a successor Agent of an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent without further act, deed or conveyance, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to enjoy the benefits of the indemnification set forth in Sections 13.6 and 15.2. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 13 (including the provisions of Section 13.6) shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Notwithstanding anything to the contrary contained in this Agreement, any successor by merger or acquisition of the stock or assets of BofA shall continue to be Agent hereunder without further act on the part of the parties hereto unless such successor shall resign in accordance with the provisions hereof.
