Common use of Assignments and Participation Clause in Contracts

Assignments and Participation. Prior to the expiry of the Certain Funds Period, consistent with the provisions of the Interim Facilities Agreement. Following the expiry of the Certain Funds Period and subject to the prior notification of the Bridge Administrative Agent, the Lenders will have the right to assign (except to Disqualified Lenders) Bridge Loans after the Closing Date in consultation with, but without the consent of, the Borrower; provided, however, that prior to the Bridge Loan Maturity Date, unless there has been a Demand Failure Event, the consent of the Borrower shall be required with respect to any assignment by an Initial Lender if, subsequent thereto, such Initial Lender would hold, in the aggregate, less than 51% of the aggregate outstanding principal amount of Bridge Loans originally committed to by such Xxxxxx. The Lenders will have the right to participate their Bridge Loans to other financial institutions (other than, if the list of Disqualified Lenders is made available to a Lender upon request, to Disqualified Lenders) without restriction, other than customary voting limitations. Participants will have the same benefits as the selling Lenders would have (and will be limited to the amount of such benefits) with regard to yield protection and increased costs, subject to customary limitations and restrictions; provided that no participant shall be entitled to receive any greater payment under the cost and yield protection provisions than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. Voting: Amendments and waivers of the Bridge Facility Documentation will require the approval of Lenders holding more than 50% of the outstanding Bridge Loans, except that (a) solely the consent of each directly and adversely affected Lender will be required for (i) reductions of principal, interest rates or the Applicable Margin (provided that waiver of a default, event of default, default interest, mandatory prepayment or offer to purchase shall not constitute a reduction for this purpose), and (ii) extensions of the Bridge Loan Maturity Date (except as provided under “Maturity” above) or the Extended Maturity Date, and (b) the consent of 100% of the Lenders will be required with respect to modifications to any of the voting percentages and releases of all or substantially all of the value of the Guarantees (other than in connection with any release or sale of the relevant Guarantor permitted by the First Lien Facilities Documentation or the Bridge Facility Documentation). The Bridge Facility Documentation shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding more than 50% of the outstanding Bridge Loans shall have consented thereto. Expenses and Indemnification: Subject in all respects to the High Yield Documentation Principles, no less favorable to the Borrower than the Precedent Indenture (and in no event less favorable to the Borrower than those in the First Lien Facilities Documentation). Governing Law and Forum: New York. Counsel to the Bridge Administrative Agent and Bridge Arranger: Milbank LLP.

Assignments and Participation. Prior (a) The Borrower may not assign its rights or obligations hereunder or under the Note without the prior written consent of the Lender. (b) The Lender may sell, assign, syndicate or otherwise transfer and/or dispose of all or any part of any Mortgage Loan or Mortgage Loans and/or all or any portion of the Note or the Commitment without the prior written consent of the Borrower. Upon written notice to the expiry Borrower of an assignment (which notice shall identify the assignee, the amount of the Certain Funds Periodassigning Commitment and Mortgage Loans assigned) the assignee shall have, consistent with to the provisions extent of such assignment (unless otherwise provided in such assignment), the obligations, rights and benefits of the Interim Facilities Lender hereunder holding the Commitment and Mortgage Loans (or portions thereof) assigned to it (in addition to the Commitment and Mortgage Loans if any, theretofore held by such Assignee) and the Lender, shall, to the extent of such assignment, be released from the Commitment (or portions thereof) so assigned. (c) The Lender may sell or agree to sell to one or more other Persons a participation in all or any part of any Mortgage Loan or Mortgage Loans made or to be made and the collateral security therefor, but such participant shall not have any rights or benefits under this Agreement or the Note or the other Basic Documents (the participant's rights against the Lender in respect of such participation to be those set forth in the agreement (the "Participation Agreement. Following ") executed by the expiry Lender in favor of the Certain Funds Period and subject participant). All amounts payable by the Borrower to the prior notification Lender under Section 5 shall be determined as if the Lender had not sold or agreed to sell any participation in such Mortgage Loan and as if the Lender were funding all of such Mortgage Loan in the Bridge Administrative Agent, same way that it is funding the Lenders will portion of such Mortgage Loan in which no participation have been sold. In no event shall the right to assign (except to Disqualified Lenders) Bridge Loans after the Closing Date in consultation with, but without the consent of, the Borrower; provided, however, that prior Lender be obligated to the Bridge Loan Maturity Dateparticipant under the Participation Agreement to take or refrain from taking any action hereunder or under the Note or under the other Basic Documents except that the Lender may agree in the Participation Agreement that it will not, unless there has been a Demand Failure Event, without the consent of the Borrower shall be required with participant, agree to (i) the increase or extension of the term, or the extension of the time or waiver of any requirement for the reduction or termination, of the Commitment, (ii) the extension of any date fixed for the payment of principal of or interest on the related Mortgage Loan or Mortgage Loans, (iii) the reduction of any payment of principal thereof, (iv) the reduction of the rate at which either interest is payable thereon to a level below the rate at which the participant is entitled to receive interest in respect to any assignment by an Initial Lender ifof such participation, subsequent thereto, such Initial Lender would hold, (v) except as provided in the aggregateBasic Documents, less than 51% release or otherwise terminate the Lien on any of the aggregate outstanding principal amount Collateral or (vi) except as provided in the Guarantee Agreements, terminate a Guarantee Agreement or release any Guarantor from its obligations thereunder. (d) Subject to Section 10.14, the Lender may furnish any information concerning the Guarantors, the Borrower, Ambassador or any of Bridge Loans originally committed their respective Subsidiaries in the possession of the Lender from time to by such Xxxxxx. The Lenders will have the right time to participate their Bridge Loans to other financial institutions assignees and participants (other than, if the list of Disqualified Lenders is made available to a Lender upon request, to Disqualified Lenders) without restriction, other than customary voting limitations. Participants will have the same benefits as the selling Lenders would have (including prospective assignees and will be limited to the amount of such benefits) with regard to yield protection and increased costs, subject to customary limitations and restrictionsparticipants); provided that no participant any such prospective assignees and participants shall agree in writing to be entitled to receive any greater payment under the cost and yield protection provisions than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. Voting: Amendments and waivers of the Bridge Facility Documentation will require the approval of Lenders holding more than 50% of the outstanding Bridge Loans, except that (a) solely the consent of each directly and adversely affected Lender will be required for (i) reductions of principal, interest rates or the Applicable Margin (provided that waiver of a default, event of default, default interest, mandatory prepayment or offer to purchase shall not constitute a reduction for this purpose), and (ii) extensions of the Bridge Loan Maturity Date (except as provided under “Maturity” above) or the Extended Maturity Date, and (b) the consent of 100% of the Lenders will be required with respect to modifications to any of the voting percentages and releases of all or substantially all of the value of the Guarantees (other than in connection with any release or sale of the relevant Guarantor permitted bound by the First Lien Facilities Documentation or the Bridge Facility Documentation). The Bridge Facility Documentation shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding more than 50% of the outstanding Bridge Loans shall have consented thereto. Expenses and Indemnification: Subject in all respects to the High Yield Documentation Principles, no less favorable to the Borrower than the Precedent Indenture (and in no event less favorable to the Borrower than those in the First Lien Facilities Documentation). Governing Law and Forum: New York. Counsel to the Bridge Administrative Agent and Bridge Arranger: Milbank LLPSection 10.14.

Assignments and Participation. Prior to (a) After the expiry of the Certain Funds Period, consistent with the provisions of the Interim Facilities Agreement. Following the expiry of the Certain Funds Period Closing Date and subject to the prior notification written consent of the Bridge Administrative AgentBorrower, such consent not to be unreasonably withheld, each Lender may assign to any Person (the Lenders will have “Assignee”) all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment and the right to assign (except to Disqualified Lenders) Bridge Loans after the Closing Date in consultation with, but without the consent of, the BorrowerNotes held by it); provided, provided however, that prior (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $2,500,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Bridge Loan Maturity DateAgent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A (“Assignment and Acceptance”), unless there has together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Demand Failure EventLender under the Financing Documents and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Financing Documents, such Lender shall cease to be a party thereto). (b) By executing and delivering an Assignment and Acceptance, the consent of Lender assignor thereunder and the Borrower shall be required Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any assignment statements, warranties or representations made in or in connection with the Financing Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Documents or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Financing Documents, the Security Documents or any other instrument or document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of the Financing Documents, together with copies of the financial statements referred to in Section 7.16 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as the Agent on its behalf and to exercise such powers under the Financing Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Financing Documents are required to be performed by it as a Lender. (c) The Agent shall maintain at its address referred to in Section 13.18 a copy of each Assignment and Acceptance delivered to and accepted by it. (d) Upon its receipt of an Assignment and Acceptance executed by an Initial assigning Lender, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance and (ii) give prompt notice thereof to the Borrower. Within five (5) Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the surrendered Note a new Note to the order of such Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender ifhas retained a Commitment hereunder, subsequent thereto, such Initial Lender would hold, in a new Note to the aggregate, less than 51% order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate outstanding principal amount equal to the aggregate principal amount of Bridge Loans originally committed such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit 2A. Upon receipt by the Agent of such new Note or Notes conforming to the requirements set forth in the preceding sentences, the Agent shall return to the Borrower such surrendered Note or Notes, marked to show that such surrendered Note or Notes has (have) been replaced, renewed and extended by such Xxxxxx. The Lenders will have new Note or Notes. (e) Each Lender may sell participation to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment and the right to participate their Bridge Loans to other financial institutions Note held by it); provided however, that (other thani) such Lender’s obligations under this Agreement (including without limitation, if the list of Disqualified Lenders is made available to a Lender upon request, to Disqualified Lenders) without restriction, other than customary voting limitations. Participants will have the same benefits as the selling Lenders would have (and will be limited its Commitment to the amount Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such benefitsobligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the sale of the participation will not cause the Borrower to incur any additional liability, and (v) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with regard to yield protection such Lender in connection with such Lender’s rights and increased costsobligations under this Agreement, subject to customary limitations and restrictions; provided that no participant shall be entitled to receive any greater payment recover under the cost and yield protection above-described provisions than an amount in excess of the applicable proportionate share which such participant holds of the original aggregate principal amount hereunder to which the assigning Lender would have been entitled to receive with respect to the participation sold to such Participantotherwise be entitled. (f) Any Lender may, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. Voting: Amendments and waivers of the Bridge Facility Documentation will require the approval of Lenders holding more than 50% of the outstanding Bridge Loans, except that (a) solely the consent of each directly and adversely affected Lender will be required for (i) reductions of principal, interest rates or the Applicable Margin (provided that waiver of a default, event of default, default interest, mandatory prepayment or offer to purchase shall not constitute a reduction for this purpose), and (ii) extensions of the Bridge Loan Maturity Date (except as provided under “Maturity” above) or the Extended Maturity Date, and (b) the consent of 100% of the Lenders will be required with respect to modifications to any of the voting percentages and releases of all or substantially all of the value of the Guarantees (other than in connection with any release assignment or sale of the relevant Guarantor permitted by the First Lien Facilities Documentation participation or the Bridge Facility Documentation). The Bridge Facility Documentation shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders proposed assignment or of all Lenders directly affected thereby so long as Lenders holding more than 50% of the outstanding Bridge Loans shall have consented thereto. Expenses and Indemnification: Subject in all respects participation pursuant to this Section 13.23, disclose to the High Yield Documentation Principlesassignee or participant or proposed assignee or participant, no less favorable any information relating to the Borrower than furnished to such Lender by or on behalf of the Precedent Indenture (and Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in no event less favorable writing to preserve the confidentiality of any confidential information relating to the Borrower than those received by it from such Lender. (g) Any Lender may assign and pledge all or any of the instruments held by it as collateral security; provided that any payment made by the Borrower for the benefit of such assigning and/or pledging Lender in accordance with the First Lien Facilities Documentation). Governing Law and Forum: New York. Counsel terms of the Financing Documents shall satisfy the Borrower’s obligations under the Financing Documents in respect thereof to the Bridge Administrative Agent and Bridge Arranger: Milbank LLPextent of such payment. No such assignment and/or pledge shall release the assigning and/or pledging Lender from its obligations hereunder.

Assignments and Participation. Prior to (a) After the expiry of the Certain Funds PeriodClosing Date (and, consistent with the provisions of the Interim Facilities Agreement. Following the expiry of the Certain Funds Period provided that no Default has occurred and is continuing, subject to the prior notification written consent of Borrower, such consent not to be unreasonably withheld) each Lender may assign to any Person (the Bridge Administrative Agent"ASSIGNEE") all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitments and the Lenders will have the right to assign (except to Disqualified Lenders) Bridge Loans after the Closing Date in consultation with, but without the consent of, the BorrowerNotes held by it); provided, provided however, that prior (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its Affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Bridge Loan Maturity DateAgent for its acceptance an Assignment and Acceptance in substantially the form attached as Schedule B ("ASSIGNMENT AND ACCEPTANCE"), unless there has together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Demand Failure EventLender under the Financing Agreements and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Agreements, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Agreements, such Lender shall cease to be a party thereto). (b) By executing and delivering an Assignment and Acceptance, the consent of Lender assignor thereunder and the Borrower shall be required Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any assignment statements, warranties or representations made in or in connection with the Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreements or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under the Financing Agreements or any other instrument or document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of the Financing Agreements, together with copies of the financial statements referred to in Section 7.16 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as the Agent on its behalf and to exercise such powers under the Financing Agreements as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Financing Agreements are required to be performed by it as a Lender. (c) The Agent shall maintain at its address referred to in Section 10.19 a copy of each Assignment and Acceptance delivered to and accepted by it. (d) Upon its receipt of an Assignment and Acceptance executed by an Initial assigning Lender, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance and (ii) give prompt notice thereof to Borrower. Within five (5) Business Days after its receipt of such notice, Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the surrendered Note or Notes, a new Note or new Notes to the order of such Assignee in an amount equal to the Commitment or Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender ifhas retained a Commitment or Commitments, subsequent theretoa portion of which has been assigned, such Initial Lender would hold, in a new Note or New Notes to the aggregate, less than 51% order of the assigning Lender in an amount equal to the Commitment or Commitments retained by it hereunder. Such new Note or Notes shall be in an aggregate outstanding principal amount equal to the aggregate principal amount of Bridge Loans originally committed such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit 2A. Upon receipt by the Agent of such new Note or Notes conforming to the requirements set forth in the preceding sentences, the Agent shall return to Borrower such surrendered Note or Notes, marked to show that such surrendered Note or Notes has (have) been replaced, renewed and extended by such Xxxxxx. The Lenders will have new Note or Notes. (e) Each Lender may sell participation to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitments and the right Note held by it); provided however, that (i) such Lender's obligations under this Agreement (including without limitation, its Commitments to participate their Bridge Loans to other financial institutions Borrower hereunder) shall remain unchanged, (other than, if the list of Disqualified Lenders is made available to a ii) such Lender upon request, to Disqualified Lenders) without restriction, other than customary voting limitations. Participants will have the same benefits as the selling Lenders would have (and will be limited shall remain solely responsible to the amount other parties hereto for the performance of such benefitsobligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the sale of the participation will not cause Borrower to incur any additional liability, and (v) Borrower, the Agent and the other Lenders shall continue to deal solely and directly with regard to yield protection such Lender in connection with such Lender's rights and increased costsobligations under this Agreement, subject to customary limitations and restrictions; provided that no participant shall be entitled to receive any greater payment recover under the cost and yield protection above-described provisions than an amount in excess of the applicable proportionate share which such participant holds of the original aggregate principal amount hereunder to which the assigning Lender would have been entitled to receive with respect to the participation sold to such Participantotherwise be entitled. (f) Any Lender may, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. Voting: Amendments and waivers of the Bridge Facility Documentation will require the approval of Lenders holding more than 50% of the outstanding Bridge Loans, except that (a) solely the consent of each directly and adversely affected Lender will be required for (i) reductions of principal, interest rates or the Applicable Margin (provided that waiver of a default, event of default, default interest, mandatory prepayment or offer to purchase shall not constitute a reduction for this purpose), and (ii) extensions of the Bridge Loan Maturity Date (except as provided under “Maturity” above) or the Extended Maturity Date, and (b) the consent of 100% of the Lenders will be required with respect to modifications to any of the voting percentages and releases of all or substantially all of the value of the Guarantees (other than in connection with any release assignment or sale participation or proposed assignment or participation pursuant to this Section 10.23, disclose to the assignee or participant or proposed assignee or participant, any information relating to Borrower furnished to such Lender by or on behalf of Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information relating to Borrower received by it from such Lender. (g) Any Lender may assign and pledge all or any of the relevant Guarantor permitted instruments held by it as collateral security; provided that any payment made by Borrower for the First Lien Facilities Documentation or benefit of such assigning and/or pledging Lender in accordance with the Bridge Facility Documentation). The Bridge Facility Documentation shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding more than 50% terms of the outstanding Bridge Loans Financing Agreements shall have consented thereto. Expenses and Indemnification: Subject satisfy Borrower's obligations under the Financing Agreements in all respects respect thereof to the High Yield Documentation Principles, no less favorable to extent of such payment. No such assignment and/or pledge shall release the Borrower than the Precedent Indenture (and in no event less favorable to the Borrower than those in the First Lien Facilities Documentation). Governing Law and Forum: New York. Counsel to the Bridge Administrative Agent and Bridge Arranger: Milbank LLPassigning and/or pledging Lender from its obligations hereunder.

Assignments and Participation. Prior to the expiry of the Certain Funds Period, consistent with the provisions of the Interim Facilities Agreement. Following the expiry of the Certain Funds Period and subject Subject to the prior notification of the Bridge Administrative Agent, the Lenders will have the right to assign (except to Disqualified Lenders) Initial Bridge Loans after the Closing Date in consultation with, but without the consent of, the Borrower; provided, however, that prior to the Initial Bridge Loan Maturity Date, unless there has been a Demand Failure Event, the consent of the Borrower Borrower, shall be required with respect to any assignment by an Initial Lender if, subsequent thereto, such Initial Lender would hold, in the aggregate, less than 51% of the aggregate outstanding principal amount of Initial Bridge Loans originally committed to by such XxxxxxLender. The Lenders will have the right to participate their Initial Bridge Loans to other financial institutions (other than, if the list of Disqualified Lenders is made available to a Lender upon requestall Lenders, to Disqualified Lenders) without restriction, other than customary voting limitations. Participants will have the same benefits as the selling Lenders would have (and will be limited to the amount of such benefits) with regard to yield protection and increased costs, subject to customary limitations and restrictions; provided that no participant shall be entitled to receive any greater payment under the cost and yield protection provisions than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. Voting: Amendments and waivers of the Bridge Facility Documentation will require the approval of Lenders holding more than 50% of the outstanding Initial Bridge Loans, except that (a) solely the consent of each directly and adversely affected Lender will be required for (i) reductions of principal, interest rates or the Applicable Margin (provided that waiver of a defaultMargin, event of default, default interest, mandatory prepayment or offer to purchase shall not constitute a reduction for this purpose), and (ii) extensions of the Initial Bridge Loan Maturity Date (except as provided under “Maturity” above) or the Extended Maturity Date, (iii) additional restrictions on the right to exchange Extended Term Loans for Exchange Notes or any amendment of the rate of such exchange, and (b) the consent of 100% of the Lenders will be required with respect to modifications to any of the voting percentages and releases of all or substantially all of the value of the Guarantees (other than in connection with any release or sale of the relevant Guarantor permitted by the First First-Lien Facilities Documentation or the Bridge Facility Documentation). The Bridge Facility Documentation shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding more than 50% of the outstanding Initial Bridge Loans shall have consented thereto. Expenses and Indemnification: Subject in all respects to the High Yield Documentation Principles, no less favorable to the Borrower than the Precedent Indenture (and in no event less favorable to the Borrower than those in the First Lien Facilities Documentation). Governing Law and Forum: New York. Counsel to the Bridge Administrative Agent and Bridge Arranger: Milbank LLP.

Assignments and Participation. Prior to the expiry of the Certain Funds Period, consistent with the provisions of the Interim Facilities Agreement. Following the expiry of the Certain Funds Period and subject to the prior notification of the Bridge Administrative Agent, the Lenders will (a) The Lender shall have the unrestricted right at any time or from time to time, and without the Company's or any Subsidiary Guarantor's consent, to assign (except all or any portion of its rights and obligations hereunder to Disqualified Lenders) Bridge Loans after the Closing Date in consultation with, but without the consent of, the Borrower; provided, however, that prior to the Bridge Loan Maturity Date, unless there has been a Demand Failure Event, the consent of the Borrower shall be required with respect to any assignment by an Initial Lender if, subsequent thereto, such Initial Lender would hold, in the aggregate, less than 51% of the aggregate outstanding principal amount of Bridge Loans originally committed to by such Xxxxxx. The one or more Lenders will have the right to participate their Bridge Loans to or other financial institutions (each, a "Purchasing Lender"), and the Company and each Subsidiary Guarantor agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other thanLoan Documents executed in connection herewith as the Lender shall deem necessary to effect the foregoing. In addition, at the request of the Lender and any such Purchasing Lender, the Company shall issue one or more new promissory notes, as applicable, to any such Purchasing Lender and, if the list Lender has retained any of Disqualified Lenders is made available to a Lender upon requestits rights and obligations hereunder following such assignment, to Disqualified Lenders) without restrictionthe Lender, other than customary voting limitations. Participants will have which new promissory notes shall be issued in replacement of, but not in discharge of, the same benefits as liability evidenced by the selling Lenders would have (Notes held by the Lender prior to such assignment and will be limited to shall reflect the amount of the respective Commitments and Loans held by such benefits) Purchasing Lender and the Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by the Lender in connection with regard such assignment, and the payment by Purchasing Lender of the purchase price agreed to yield protection by the Lender, and increased costssuch Purchasing Lender, subject to customary limitations and restrictions; provided that no participant such Purchasing Lender shall be entitled a party to receive this Agreement and shall have all of the rights and obligations of the Lender hereunder (and under any greater payment under and all other Loan Documents in connection herewith) to the cost extent that such rights and yield protection provisions than the applicable Lender would obligations have been entitled to receive with respect assigned by the Lender pursuant to the participation sold assignment documentation between the Lender and such Purchasing Lender, and the Lender shall be released from its obligations hereunder and thereunder to such Participanta corresponding extent. (b) The Lender shall have the unrestricted right at any time and from time to time, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. Voting: Amendments and waivers of the Bridge Facility Documentation will require the approval of Lenders holding more than 50% of the outstanding Bridge Loans, except that (a) solely without the consent of each directly or notice to the Company or any Subsidiary Guarantor, to grant to one or more lenders or other financial institutions (each, a "Participant") participating interests in any Loans owing to the Lender, any Notes held by the Lender, any Commitment of the Lender or any other interest of the Lender hereunder and adversely affected under the other Loan Documents. In the event of any such grant by the Lender will be required for (i) reductions of principal, interest rates or the Applicable Margin (provided that waiver of a defaultparticipating interest to a Participant, event whether or not upon notice to the Company, the Lender shall remain responsible for the performance of default, default interest, mandatory prepayment or offer its obligations hereunder and the Company shall continue to purchase shall not constitute a reduction for this purpose), deal solely and (ii) extensions of directly with the Bridge Loan Maturity Date (except as provided under “Maturity” above) or the Extended Maturity Date, and (b) the consent of 100% of the Lenders will be required with respect to modifications to any of the voting percentages and releases of all or substantially all of the value of the Guarantees (other than Lender in connection with any release or sale of the relevant Guarantor permitted by the First Lien Facilities Documentation or the Bridge Facility Documentation)Lender's rights and obligations hereunder. The Bridge Facility Documentation Lender may furnish any information concerning the Company in its possession from time to time to prospective Participants, provided that the Lender shall contain customary provisions for replacing non-consenting Lenders require any such prospective Participant to agree in connection writing to maintain the confidentiality of such information. (c) Nothing herein shall prohibit the Lender from pledging or assigning any Note to any Federal Reserve Bank in accordance with amendments and waivers requiring applicable law. No such assignment shall release the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding more than 50% of the outstanding Bridge Loans shall have consented thereto. Expenses and Indemnification: Subject in all respects to the High Yield Documentation Principles, no less favorable to the Borrower than the Precedent Indenture (and in no event less favorable to the Borrower than those in the First Lien Facilities Documentation). Governing Law and Forum: New York. Counsel to the Bridge Administrative Agent and Bridge Arranger: Milbank LLPassigning Lender from its obligations hereunder.