Common use of Assignments and Participation Clause in Contracts

Assignments and Participation. (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 Borrower of an assignment (which notice shall identify the assignee, the amount of the assigning Commitment and Mortgage Loans assigned) the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment), the obligations, rights and benefits of the 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") executed by the Lender in favor of the participant). All amounts payable by the Borrower to the 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 same way that it is funding the portion of such Mortgage Loan in which no participation have been sold. In no event shall the Lender be obligated to the participant 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, without the consent of the 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 of such participation, (v) except as provided in the Basic Documents, release or otherwise terminate the Lien on any of the 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 their respective Subsidiaries in the possession of the Lender from time to time to assignees and participants (including prospective assignees and participants); provided that any such prospective assignees and participants shall agree in writing to be bound by the provisions of Section 10.14.

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 (aexcept to Disqualified Lenders) The Borrower may not assign its rights or obligations hereunder or under Bridge Loans after the Note Closing Date in consultation with, but without the prior written consent of the Lender. (b) The Lender may sellof, 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 ; provided, however, that prior to the Borrower of an assignment (which notice shall identify the assigneeBridge Loan Maturity Date, the amount of the assigning Commitment and Mortgage Loans assigned) the assignee shall haveunless there has been a Demand Failure Event, to the extent of such assignment (unless otherwise provided in such assignment), the obligations, rights and benefits of the 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") executed by the Lender in favor of the participant). All amounts payable by the Borrower to the 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 same way that it is funding the portion of such Mortgage Loan in which no participation have been sold. In no event shall the Lender be obligated to the participant 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, without the consent of the participantBorrower shall be required with respect to any assignment by an Initial Lender if, agree 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 ▇▇▇▇▇▇. 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) the increase or extension reductions of the termprincipal, interest rates or the extension of the time or Applicable Margin (provided that waiver of any requirement a default, event of default, default interest, mandatory prepayment or offer to purchase shall not constitute a reduction for the reduction or terminationthis purpose), of the Commitment, and (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 extensions 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 of such participation, Bridge Loan Maturity Date (v) except as provided in under “Maturity” above) or the Basic DocumentsExtended Maturity Date, release or otherwise terminate and (b) the Lien on consent of 100% of the Lenders will be required with respect to modifications to any of the Collateral voting percentages and releases of all or substantially all of the value of the Guarantees (vi) except 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 provided 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 Guarantee Agreements, terminate a Guarantee Agreement or release any Guarantor from its obligations thereunderFirst Lien Facilities Documentation). Governing Law and Forum: New York. Counsel to the Bridge Administrative Agent and Bridge Arranger: Milbank LLP. (d) Subject to Section 10.14, the Lender may furnish any information concerning the Guarantors, the Borrower, Ambassador or any of their respective Subsidiaries in the possession of the Lender from time to time to assignees and participants (including prospective assignees and participants); provided that any such prospective assignees and participants shall agree in writing to be bound by the provisions of Section 10.14.

Assignments and Participation. (a) The Borrower may not 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 all or any portion of its rights or and obligations hereunder to one or under more Lenders or other financial institutions (each, a "Purchasing Lender"), and the Note 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 Loan Documents executed in connection herewith as the prior written consent 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 Lender has retained any of its rights and obligations hereunder following such assignment, to the Lender, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the Notes held by the Lender prior to such assignment and shall reflect the amount of the respective Commitments and Loans held by such 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 such assignment, and the payment by Purchasing Lender of the purchase price agreed to by the Lender, and such Purchasing Lender, such Purchasing Lender shall be a party to this Agreement and shall have all of the rights and obligations of the Lender hereunder (and under any and all other Loan Documents in connection herewith) to the extent that such rights and obligations have been assigned by the Lender pursuant to the assignment documentation between the Lender and such Purchasing Lender, and the Lender shall be released from its obligations hereunder and thereunder to a corresponding extent. (b) The Lender may sellshall have the unrestricted right at any time and from time to time, 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 and without the prior written consent of the Borrower. Upon written or notice to the Borrower of an assignment Company or any Subsidiary Guarantor, to grant to one or more lenders or other financial institutions (which notice shall identify each, a "Participant") participating interests in any Loans owing to the assigneeLender, any Notes held by the amount Lender, any Commitment of the assigning Commitment and Mortgage Loans assigned) the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment), the obligations, rights and benefits Lender or any other interest of the Lender hereunder holding and under the Commitment and Mortgage Loans (other Loan Documents. In the event of any such grant by the Lender of a participating interest to a Participant, whether or portions thereof) assigned to it (in addition not upon notice to the Commitment and Mortgage Loans if anyCompany, theretofore held by such Assignee) the Lender shall remain responsible for the performance of its obligations hereunder and the Lender, shall, Company shall continue 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 deal solely 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 directly with the Lender in respect of such participation to be those set forth in connection with the agreement (the "Participation Agreement") executed by the Lender in favor of the participant)Lender's rights and obligations hereunder. All amounts payable by the Borrower to the 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 same way that it is funding the portion of such Mortgage Loan in which no participation have been sold. In no event shall the Lender be obligated to the participant 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, without the consent of the 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 of such participation, (v) except as provided in the Basic Documents, release or otherwise terminate the Lien on any of the 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 The Lender may furnish any information concerning the Guarantors, the Borrower, Ambassador or any of their respective Subsidiaries Company in the its possession of the Lender from time to time to assignees and participants (including prospective assignees and participants); Participants, provided that the Lender shall require any such prospective assignees and participants shall Participant to agree in writing to be bound by maintain the provisions confidentiality of Section 10.14such information. (c) Nothing herein shall prohibit the Lender from pledging or assigning any Note to any Federal Reserve Bank in accordance with applicable law. No such assignment shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. Subject to the prior notification of the Bridge Administrative Agent, the Lenders will have the right to assign (aexcept to Disqualified Lenders) The Borrower may not assign its rights or obligations hereunder or under Initial Bridge Loans after the Note Closing Date in consultation with, but without the consent of, the Borrower; provided, however, that prior written consent of to the Lender. (b) The Lender may sellInitial Bridge Loan Maturity Date, assignunless there has been a Demand Failure Event, 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, 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 Lender. Upon written notice The Lenders will have the right to participate their Initial Bridge Loans to other financial institutions (other than, if the Borrower list of an assignment Disqualified Lenders is made available to all Lenders, to Disqualified Lenders) without restriction, other than customary voting limitations. Participants will have the same benefits as the selling Lenders would have (which notice shall identify the assignee, 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 assigning Commitment cost and Mortgage Loans assigned) yield protection provisions than the assignee shall have, applicable Lender would have been entitled to receive with respect to the extent of participation sold to such assignment (Participant, unless otherwise provided in such assignment), the obligations, rights and benefits sale of the Lender hereunder holding the Commitment and Mortgage Loans (or portions thereof) assigned participation 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 is made with 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") executed by the Lender in favor Borrower’s prior written consent. Voting: Amendments and waivers of the participant). All amounts payable by Bridge Facility Documentation will require the Borrower to approval of Lenders holding more than 50% of the 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 same way that it is funding the portion of such Mortgage Loan in which no participation have been sold. In no event shall the Lender be obligated to the participant under the Participation Agreement to take or refrain from taking any action hereunder or under the Note or under the other Basic Documents outstanding Initial Bridge Loans, except that the Lender may agree in the Participation Agreement that it will not, without (a) solely the consent of the participant, agree to each directly and adversely affected Lender will be required for (i) the increase or extension reductions of the termprincipal, interest rates or the extension of the time or waiver of any requirement for the reduction or termination, of the CommitmentApplicable Margin, (ii) extensions of the extension of any date fixed for Initial Bridge Loan Maturity Date (except as provided under “Maturity” above) or the payment of principal of or interest on the related Mortgage Loan or Mortgage LoansExtended Maturity Date, (iii) additional restrictions on the reduction of right to exchange Extended Term Loans for Exchange Notes or any payment of principal thereof, (iv) the reduction amendment 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 of such participationexchange, and (vb) except as provided in the Basic Documents, release or otherwise terminate consent of 100% of the Lien on Lenders will be required with respect to modifications to any of the Collateral voting percentages and releases of all 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 their respective Subsidiaries in the possession substantially all of the Lender from time to time to assignees and participants value of the Guarantees (including prospective assignees and participants); provided that other than in connection with any such prospective assignees and participants shall agree in writing to be bound release or sale of the relevant Guarantor permitted by the First-Lien 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 Section 10.14all 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.