Common use of The Assignee Clause in Contracts

The Assignee. As of the Effective Date, the Assignee: (a) acknowledges and represents and warrants that it contacted the Assignor and initiated discussions and negotiations with respect to the assignment of the Assigned Note Interest and the Assigned Warrant Interests; (b) represents and warrants that the Assignee is legally authorized to enter into this Assignment and Acceptance and that this Assignment and Acceptance constitutes the legal, valid and binding obligation of the Assignee, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws which affect the enforcement of creditors' rights in general and the availability of equitable remedies; (c) represents and warrants that the Assignee was not formed, and is not being utilized, primarily for the purpose of making an investment in the Borrower and Holdings; (d) confirms that the Assignee has received a copy of the Bridge Loan Agreement and the other Bridge Loan Documents, together with copies of the financial statements and related certificates of Holdings and its Subsidiaries most recently required to have been delivered under Sections 7.01 and 7.02 of the Bridge Loan Agreement and such other documents and information as the Assignee has reasonably deemed appropriate to make its own investment analysis and decision to enter into this Assignment and Acceptance; (e) agrees that it will, independently and without reliance upon the Assignor, and based on such documents and information as it shall deem appropriate at the time, continue to make its own investment decisions in taking or not taking action under the Bridge Loan Agreement or the other Bridge Loan Documents; (f) agrees to execute such documents as are required to become a party to and join the Bridge Loan Agreement and other Bridge Loan Documents as a Lender and holder of the Bridge Notes and the Warrants thereunder (including without limitation the provisions pursuant to which consents, waivers and other actions in respect of the Bridge Notes and the Warrants are to be taken by the holders of less than all of the Bridge Notes or the Warrants, which actions shall be binding on all holders of the Bridge Notes or the Warrants); (g) agrees to perform in accordance with their respective terms all of the obligations that by the terms of the Bridge Loan Agreement and other Bridge Loan Documents are required to be performed by it as a holder of the Bridge Notes and the Warrants thereunder and (h) agrees that notwithstanding Section 12.10(ii) of the Bridge Loan Agreement, except for (x) disclosures required by law and (y) the press release attached hereto as ANNEX I, which Assignee may issue concurrently with the execution of this Assignment and Acceptance, it will not, at any time prior to the exchange of the Bridge Notes for Rollover Notes, issue, or cause to be issued, any press releases, "tombstones" or similar announcements with respect to this assignment without the prior written consent of Holdings; PROVIDED, HOWEVER, that any such written consent of Holdings shall not be unreasonably withheld or delayed at any time (1) that Holdings is not in a quiet period or (2) following the expiration of 25 calendar days after the offering date (as defined in Rule 174(d) of the Securities Act of 1933) of any securities of Holdings that are registered pursuant to a registration statement filed with the Securities and Exchange Commission.

The Assignee. As of the Effective Date, the Assignee: The Assignee (a) acknowledges and represents and warrants that it contacted the Assignor and initiated discussions and negotiations with respect to the assignment of the Assigned Note Interest and the Assigned Warrant Interests; (b) represents and warrants that the Assignee is legally authorized to enter into this Assignment and Acceptance and that this Assignment and Acceptance constitutes the legal, valid and binding obligation of the Assignee, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws which affect the enforcement of creditors' rights in general and the availability of equitable remedies; (c) represents and warrants that the Assignee was not formed, and is not being utilized, primarily for the purpose of making an investment in the Borrower and Holdings; (d) confirms that the Assignee is has received a copy of the Bridge Loan Agreement and the other Bridge Loan Credit Documents, together with copies of the financial statements and related certificates of Holdings and its Subsidiaries most recently required to have been delivered under Sections 7.01 and 7.02 of the Bridge Loan Agreement and such other documents and information as the Assignee it has reasonably deemed appropriate to make its own investment credit analysis and decision to enter into this Assignment and AcceptanceAgreement; (eb) agrees that it will, independently and without reliance upon the AssignorAgent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own investment credit decisions in taking or not taking action under the Bridge Loan Agreement or the other Bridge Loan Credit Documents; (fc) appoints and authorizes the Agent to take such action as agent on behalf of the Assignee and to exercise such powers under the Credit Documents as are delegated to the Agent by the terms thereof, together with such power as are reasonably incidental thereto; and (d) agrees to execute such documents as are required to become a party to and join the Bridge Loan Agreement and other Bridge Loan Documents as a Lender and holder of the Bridge Notes and the Warrants thereunder (including without limitation the provisions pursuant to which consents, waivers and other actions in respect of the Bridge Notes and the Warrants are to be taken by the holders of less than all of the Bridge Notes or the Warrants, which actions shall be binding on all holders of the Bridge Notes or the Warrants); (g) agrees to that it will perform in accordance with their respective terms all of the obligations that which by the terms of the Bridge Loan Agreement and other Bridge Loan Credit Documents are required to be performed by it as a holder Lender. If the Assignee is organized under the laws of any jurisdiction other than the United States of America or any State thereof, the Assignee hereby (a) represents to the Assignor, the Agent and the Borrower that under applicable law and treaties no taxes will be required to be withheld by the Agent, the Borrower or the Assignor with respect to any payments to be made to the Assignee in respect of the Bridge Notes Loans, (b) furnishes to the Assignor, the Agent and the Warrants thereunder and (h) agrees that notwithstanding Borrower the forms required by Section 12.10(ii10.8(e) of the Bridge Secured Loan Agreement, except either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN (wherein the Assignee claims entitlement to complete exemption from U.S. federal withholding tax on all interest payments under the Credit Documents), and (c) agrees for (x) disclosures the benefit of the Assignor, the Agent and the Borrower to provide the Assignor, the Agent and the Borrower from time to time new forms as required by law Section 10.8(e)(iii) and (y) the press release attached hereto as ANNEX I, which Assignee may issue concurrently with the execution of this Assignment and Acceptance, it will not, at any time prior to the exchange of the Bridge Notes for Rollover Notes, issue, or cause to be issued, any press releases, "tombstones" or similar announcements with respect to this assignment without the prior written consent of Holdings; PROVIDED, HOWEVER, that any such written consent of Holdings shall not be unreasonably withheld or delayed at any time (1) that Holdings is not in a quiet period or (2) following the expiration of 25 calendar days after the offering date (as defined in Rule 174(d4.7(b) of the Securities Act of 1933) of any securities of Holdings that are registered pursuant Secured Loan Agreement, and to a registration statement filed comply from time to time with the Securities all applicable U.S. laws and Exchange Commissionregulations with regard to such withholding tax exemption.

The Assignee. As of the Effective Date, the Assignee: The Assignee (a) acknowledges and represents and warrants confirms that it contacted the Assignor and initiated discussions and negotiations with respect to the assignment of the Assigned Note Interest and the Assigned Warrant Interests; (b) represents and warrants that the Assignee is legally authorized to enter into this Assignment and Acceptance and that this Assignment and Acceptance constitutes the legal, valid and binding obligation of the Assignee, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws which affect the enforcement of creditors' rights in general and the availability of equitable remedies; (c) represents and warrants that the Assignee was not formed, and is not being utilized, primarily for the purpose of making an investment in the Borrower and Holdings; (d) confirms that the Assignee has received a copy of the Bridge Loan Agreement and the other Bridge Loan Credit Documents, together with copies of the financial statements and related certificates of Holdings and its Subsidiaries most recently required to have been delivered under Sections 7.01 and 7.02 of the Bridge Loan Agreement and such other documents and information as the Assignee it has reasonably deemed appropriate to make its own investment credit analysis and decision to enter into this Assignment and AcceptanceAgreement; (eb) agrees that it will, independently and without reliance upon the AssignorAgent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own investment credit decisions in taking or not taking action under the Bridge Loan Agreement or the other Bridge Loan Credit Documents; (fc) appoints and authorizes the Agent to take such action as agent on behalf of the Assignee and to exercise such powers under the Credit Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (d) agrees to execute such documents as are required to become a party to and join the Bridge Loan Agreement and other Bridge Loan Documents as a Lender and holder of the Bridge Notes and the Warrants thereunder (including without limitation the provisions pursuant to which consents, waivers and other actions in respect of the Bridge Notes and the Warrants are to be taken by the holders of less than all of the Bridge Notes or the Warrants, which actions shall be binding on all holders of the Bridge Notes or the Warrants); (g) agrees to that it will perform in accordance with their respective terms all of the obligations that which by the terms of the Bridge Loan Agreement and other Bridge Loan Credit Documents are required to be performed by it as a holder Lender. If the Assignee is organized under the laws of any jurisdiction other than the United States of America or any State thereof, the Assignee hereby (a) represents to the Assignor, the Agent and the Borrower that under applicable law and treaties no taxes will be required to be withheld by the Agent, the Borrower or the Assignor with respect to any payments to be made to such Assignor in respect of the Bridge Notes Loans or the Letters of Credit, (b) agrees to furnish to the Assignor, the Agent and the Warrants thereunder and (h) agrees that notwithstanding Borrower the forms required by Section 12.10(ii10.10(d) of the Bridge Loan Credit Agreement, except either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein the Assignee claims entitlement to complete exemption from U.S. federal withholding tax on all interest payments hereunder), and (c) agrees for (x) disclosures the benefit of the Assignor, the Agent and the Borrower to furnish to the Agent and the Borrower from time to time new forms as required by law Sections 10.10(d) and (y) the press release attached hereto as ANNEX I, which Assignee may issue concurrently with the execution of this Assignment and Acceptance, it will not, at any time prior to the exchange 3.3 of the Bridge Notes for Rollover NotesCredit Agreement, issue, or cause and to be issued, any press releases, "tombstones" or similar announcements comply from time to time with respect all applicable U.S. laws and regulations with regard to this assignment without the prior written consent of Holdings; PROVIDED, HOWEVER, that any such written consent of Holdings shall not be unreasonably withheld or delayed at any time (1) that Holdings is not in a quiet period or (2) following the expiration of 25 calendar days after the offering date (as defined in Rule 174(d) of the Securities Act of 1933) of any securities of Holdings that are registered pursuant to a registration statement filed with the Securities and Exchange Commissionwithholding tax exemption.