Titles and Roles. It is agreed that (a) each of BofA Securities and Xxxxx Fargo Securities will act as a global coordinator, lead arranger and bookrunner for the TLB Facility (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “TLB Arranger” and, collectively, the “TLB Arrangers”), (b) each of BofA Securities and Xxxxx Fargo Securities will act as a global coordinator, lead arranger and bookrunner for the TLA Facilities (in such capacity and together with other Additional Agents appointed in accordance with the terms herein, each a “TLA Arranger” and, collectively, the “TLA Arrangers” and, together with the TLB Arrangers and the other lead arranger(s) appointed below, if any, collectively, the “Arrangers”), and (c) Bank of America will act as sole administrative agent and sole collateral agent for the Facilities (in such capacity, the “Administrative Agent”). It is further agreed that (x)(a) BofA Securities shall appear on the “left” of all marketing and other materials in connection with the TLB Facility and will have the rights and responsibilities customarily associated with such name placement and (b) Xxxxx Fargo Securities shall appear to the immediate “right” of BofA Securities for all marketing and other materials in connection with the TLB Facility and will have the rights and responsibilities customarily associated with such name placement, (y)(a) BofA Securities shall appear on the “left” of all marketing and other materials in connection with the TLA Facilities and will have the rights and responsibilities customarily associated with such name placement and (b) Xxxxx Fargo Securities shall appear to the immediate “right” of BofA Securities for all marketing and other materials in connection with the TLA Facilities 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. It is understood that you shall have the right to appoint additional financial institutions as lead arrangers or bookrunners, manager, arranger, agent or co-agent (any such lead arranger, bookrunner, manager, arranger, agent or co-agent, an “Additional Agent”) within fifteen (15) business days after the later of the date on which the first Announcement is made (the “Announcement Date”) or the date on which this Commitment Letter is executed by you; provided that (a) such Additional Agents (...
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. 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...
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. 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. It is agreed that:
(a) Citizens will act as sole lead arranger (in such capacity, the “Lead Arranger”) and as sole lead bookrunner for the Exit Facility; and
(b) Citizens will act as sole administrative agent for the Exit Facility (in such capacity, the “Administrative Agent”). It is further agreed that Citizens will have “lead left” placement in any marketing materials or other documentation for the Exit Facility, and will hold the roles and responsibilities customarily understood to be associated with such name placement. Citizens may, in its sole discretion (but at no additional cost to the Debtors), appoint additional agents, co-agents, arrangers, bookrunners or managers and award other titles to other lenders participating in the Exit Facility and you agree that, except as may be approved by Citizens, you shall not appoint any additional agents, co-agents, arrangers, bookrunners or managers or award other titles or pay any compensation (other than as expressly contemplated by this Commitment Letter and the related fee letter of even date herewith to be executed by you and us (the “Fee Letter”)) to any lender in order to obtain its commitment in respect of the Exit Facility unless you and Citizens shall so 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”).
Titles and Roles. (i) Bank of America, N.A., Xxxxxxx Xxxxx Bank USA, JPMorgan Chase Bank, N.A. and Xxxxx Fargo Securities, LLC are acting as the joint lead arrangers and bookrunners (the “Arrangers”), and (ii) Citi and MUFG Bank, Ltd. are acting as co-managers (the “Co-Managers”), for the 2023 Incremental Term Loans established pursuant to this Amendment.
