Roles. Citigroup Global Markets Inc. shall act in the capacities as Lead Arranger (the “Lead Arranger”) and Administrative Agent with respect to this Amendment, but in such capacities shall not have any obligations, duties or responsibilities, nor shall incur any liabilities, under this Amendment or any other Loan Document.
Roles. It is agreed that each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc., Goldman Sachs Bank USA, Deutsche Bank Securities Inc. and Barclays Bank PLC will act as joint lead arrangers and joint lead bookrunners for the Term Loans (collectively, the “Joint Lead Arrangers”). It is further agreed that each of MUFG Union Bank, N.A., RBC Capital Markets1, Wells Fargo Securities, LLC and SunTrust Robinson Humphrey, Inc. will act as co-managers for the Term Loans (collectively and together with the Joint Lead Arrangers, the “Amendment No. 5 (2016-2) Arrangers”). Parties hereto agree that Section 12.5 (Indemnification) of the Term Loan Agreement is incorporated herein mutatis mutandis as if set forth herein in full. 1 RBC Capital Markets is a marketing name for the capital markets businesses of Royal Bank of Canada and its affiliates.
Roles. Credit Suisse shall act in the capacity as Sole Lead Arranger and Sole Bookrunner and Bank of America, N.A. shall act in the capacity as Syndication Agent with respect to this Incremental Facility Amendment, but in such capacity shall not have any obligations, duties or responsibilities, nor shall incur any liabilities, under this Incremental Facility Amendment or any other Loan Document.
Roles. It is agreed that the Amendment No. 9 Lead Arranger shall be deemed a Lead Arranger for all purposes under the Credit Agreement. Anything herein to the contrary notwithstanding, the Amendment No. 9 Lead Arranger shall not have any powers, duties or responsibilities under this Amendment, except in its capacity as a Lender hereunder.
Roles. Subject to Section 6.1, Celgene will take the lead and have final authority with respect to any regulatory activities for seeking Regulatory Approval for Elected Candidate and Licensed Product worldwide. Bluebird will have the right (i) to review and provide comments on all Regulatory Data, Regulatory Filings and Regulatory Approvals for U.S. Administration regarding such activities, which comments will be included if reasonable, and (ii) participate in all meeting with any Regulatory Authorities in the United States regarding such activities. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.