Titles and Roles. Each of BofA Securities, MSSF and DBSI (in each case acting alone or through or with affiliates selected by it) will act as a lead arranger and bookrunning manager for each of the Facilities (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) will act as sole administrative agent and collateral agent for the 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:
Titles and Roles. You hereby appoint (i) CS Securities to act, and CS Securities hereby agrees to act, as sole bookrunner and sole lead arranger for the Facilities (the “Lead Arranger”), it being understood that the Borrower may, with the consent of CS Securities, such consent not to be unreasonably withheld, appoint an additional financial institution as joint bookrunner and co-lead arranger along with CS Securities, and (ii) CS to act, and CS hereby agrees to act, as sole administrative agent and sole collateral agent (the “Agent”), it being understood that the Borrower may instead select The Bank of Nova Scotia or, if reasonably acceptable to CS, another Lender, to act as the Agent, with respect to the Replacement Facilities, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. The Lead Arranger and the Agent, in such capacities, will perform the duties and exercise the authority customarily performed and exercised by it in such roles. You agree that, (i) Credit Suisse will have “left” placement in any and all marketing materials or other documentation used in connection with the Facilities and (ii) in no event will Credit Suisse be entitled to less than 40% of the economics granted in this Commitment Letter and in the Fee Letter referred to below. You further agree that 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 Facilities or the Proposed Amendment unless you and we shall so agree.
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 o...
Titles and Roles. It is agreed that:
Titles and Roles. The parties hereto agree that, as of the Second Amendment Effective Date (as defined below) and in connection with the Second Amendment:
Titles and Roles. Subject to paragraph 2.2 above, you:
Titles and Roles. In connection with the transactions described above, it is agreed that (a) UBSS and Citizens will act as joint lead arrangers and bookrunners (together, acting in such capacities, the “Lead Arrangers”) for the Bridge Facility, (b) UBSS will act as sole administrative agent (the “Administrative Agent”) for the Bridge Facility and (c) Citizens will act as syndication agent for the Bridge Facility; provided, that the Borrower agrees that UBSS may perform its responsibilities as a Lead Arranger or Administrative Agent through its affiliate, UBSAG. It is further agreed that UBSS will have “left” placement in any marketing materials or other documentation used in connection with the Bridge Facility. You agree that no other agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers or co-managers will be appointed in connection with the Bridge Facility, no other titles will be awarded and no compensation (other than that expressly contemplated by the terms and conditions set forth in the Commitment Letter and the Fee Letter referred to below) will be paid in connection with the Bridge Facility unless you and we shall so reasonably agree.
Titles and Roles. The parties hereto agree that, as of the Third Amendment Effective Date (as defined below) and in connection with the Third Amendment:
Titles and Roles. Wilmington Savings Fund Society, FSB (“WSFS”, and collectively with the DIP Lenders, the “Financial Institutions”, “we” or “us”), will (through itself and its designees and sub-agents) act as the sole administrative agent and collateral agent for the DIP Facility (in such capacities, the “DIP Agent”), upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. You agree that no other agents or arrangers will be appointed and no other titles will be awarded, in each case unless you and we shall so agree. Other than that compensation expressly contemplated by this Commitment Letter and the DIP Agent fee letter by and between the Company and the DIP Agent, dated on or about the date hereof and delivered herewith with respect to the Transactions (the “DIP Agent Fee Letter”), no compensation will be paid to the DIP Lenders in connection with providing commitments in respect of the DIP Facility except in accordance with the Credit Agreement and otherwise unless you and we shall so agree.
Titles and Roles. Xxxxxxx Xxxxx is pleased to confirm its agreement to act, and you hereby appoint Xxxxxxx Sachs to act, as the sole lead arranger and sole bookrunner (acting in such capacities, the “Arranger” and together with the Initial Lenders, collectively, the “Initial Financing Parties”, “we” or “us”) with respect to the Commitments and the Advances under the Bridge Loan Agreement (the “Bridge Facility”). Xxxxxxx Xxxxx is pleased to confirm its agreement to act, and you hereby appoint Xxxxxxx Sachs to act as administrative agent (the “Administrative Agent”) for the Bridge Facility. You agree that no other agents, co-agents, lead arrangers, arrangers, lead bookrunners or bookrunners will be appointed, no other titles will be awarded and no compensation will be paid in connection with the Bridge Facility, unless you and we shall agree, such agreement not to be unreasonably withheld, conditioned or delayed; provided, that in connection with the syndication of the Bridge Facility, you may (in consultation with the Arranger) appoint financial institutions reasonably acceptable to the Arranger to act as documentation agents, co- managers or other similar roles (but not joint lead arrangers or joint bookrunners) for the Bridge Facility, in each case, in accordance with the Syndication Plan (as defined below) (the “Additional Agents”).
