Common use of Certain Other Provisions Clause in Contracts

Certain Other Provisions. (a) The Borrower authorizes each Lender to disclose to any participant or assignee (each, a "Transferee") and any prospective Transferee, any and all financial and other information in such Lender's possession concerning the Borrower or any of its Subsidiaries which has been delivered to such Lender by any such Person pursuant to or in connection with this Agreement or which has been delivered to such Lender by any such Person in connection with such Lender's credit evaluation of the Borrower or any of its Subsidiaries prior to entering into this Agreement. (b) If, pursuant to this Section, any interest in this Agreement or any Loan or Note is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee (other than any Participant), and may cause any Participant, concurrently with the effectiveness of such transfer, (i) to represent to the transferor Lender (for the benefit of the transferor Lender, 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 transferor Lender with respect to any payments to be made to such Transferee in respect of the Loans, (ii) to furnish to the transferor Lender, the Agent and the Borrower either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such Transferee claims entitlement to whole or partial exemption from U.S. Federal withholding tax on all interest payments hereunder) and (iii) to agree (for the benefit of the transferor Lender, the Agent and the Borrower) to provide the transferor Lender, the Agent and the Borrower a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such Transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption.

Certain Other Provisions. (a) The Borrower authorizes Seller, any Originator and the Servicer authorize each Lender Purchaser to disclose to any participant or assignee (each, a "Transferee") and any prospective Transferee, subject to the agreement of such Transferee or prospective Transferee to keep confidential, any and all financial and other information in such LenderPurchaser's possession concerning the Borrower Seller, any Originator, the Servicer or any of its their respective Subsidiaries which has been delivered to such Lender Purchaser by any such Person pursuant to or in connection with this Agreement or which has been delivered to such Lender Purchaser by any such Person in connection with such LenderPurchaser's credit evaluation of the Borrower Seller, any Originator, the Servicer or any of its their respective Subsidiaries prior to entering into this Agreement. (b) If, pursuant to this Section, any interest in this Agreement or any Loan or Note portion of the Purchased Interest is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender Purchaser shall cause such Transferee (other than any Participant), and may cause any Participant, concurrently with the effectiveness of such transfer, (i) to represent to the transferor Lender Purchaser (for the benefit of the transferor LenderPurchaser, the Agent Agent, and the BorrowerSeller) that under applicable law and treaties, no taxes will be required to be withheld by the Agent, the Borrower Co-Agent, the Seller or the transferor Lender Purchaser with respect to any payments to be made to such Transferee in respect of its interest in the LoansPurchased Interest, (ii) to furnish to the transferor LenderPurchaser, the Agent Agent, and the Borrower Seller either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such Transferee claims entitlement to whole or partial exemption from U.S. Federal withholding tax on all interest payments hereunder) and (iii) to agree (for the benefit of the transferor LenderPurchaser, the Agent Agent, and the BorrowerSeller) to provide the transferor LenderPurchaser, the Agent Agent, and the Borrower Seller a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such Transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption.

Certain Other Provisions. (a) The Borrower authorizes and the Parent authorize each Lender to disclose to any participant or assignee (each, a "Transferee") and any prospective Transferee, subject to the agreement of such Transferee or prospective Transferee to comply with Section 11.14 hereof, any and all financial and other information in such Lender's possession concerning the Borrower Borrower, the Parent or any of its their respective Subsidiaries which has been delivered to such Lender by any such Person pursuant to or in connection with this Agreement or which has been delivered to such Lender by any such Person in connection with such Lender's credit evaluation of the Borrower Borrower, the Parent or any of its their respective Subsidiaries prior to entering into this Agreement. (b) If, pursuant to this Section, any interest in this Agreement or any Loan or Note is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee (other than any Participant), and may cause any Participant, concurrently with the effectiveness of such transfer, (i) to represent to the transferor Lender (for the benefit of the transferor Lender, the Administrative Agent and the Borrower) that under applicable law and treaties, no taxes will be required to be withheld by the Administrative Agent, the Borrower or the transferor Lender with respect to any payments to be made to such Transferee in respect of the Loans, (ii) to furnish to the transferor Lender, the Administrative Agent and the Borrower either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such Transferee claims entitlement to whole or partial exemption from U.S. Federal withholding tax on all interest payments hereunder) and (iii) to agree (for the benefit of the transferor Lender, the Administrative Agent and the Borrower) to provide the transferor Lender, the Administrative Agent and the Borrower a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such Transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption.

Certain Other Provisions. (a) The Borrower authorizes each Lender For purposes of this Section 21 and Section 22. capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to disclose to any participant or assignee (eachsuch terms in that certain Credit Agreement, a "Transferee") and any prospective Transfereedated as of June 30, any and all financial and other information in such Lender's possession concerning the Borrower or any 2017, among APCO Worldwide, Inc:, certain of its Subsidiaries which has been delivered to such Lender by any such Person pursuant to or in connection with this Agreement or which has been delivered to such Lender by any such Person in connection with such Lender's credit evaluation of party thereto, the Borrower or any of its Subsidiaries prior to entering into this various financial institutions party thereto, and Monroe Capital Management Advisors, LLC, as amended (the “Credit Agreement”!. (b) IfExcept as otherwise required by the Act, pursuant none of the Company, the Member, or any Person that becomes a member, may make or approve, or cause to this Sectionbe made or approved, any interest issuance, sale, transfer, assignment, pledge, mortgage, hypothecation, or other disposition (each, a “Transfer’’^ of any Equity Interest in this Agreement the Company or in any of its direct or indirect Subsidiaries, or any Loan instrument convertible, exercisable or Note is transferred exchangeable for, or right to otherwise acquire, any such Equity Interest (collectively, “Convertible-Securities”'). (c) At any time following the occurrence of ah Event of Default (and during the continuance thereof), each Lender shall have the right to Transfer to any Transferee which is organized under third party 100% of the laws issued and outstanding Equity Interests in, and Convertible Securities of, the Company, regardless of whether such Equity Interests or Convertible Securities constitute Pledged Equity (as defined in the Guaranty and Collateral Agreement), on any terms proposed by any Lender, and each of members and the Company shall (i) approve and, in the case ofthe members, vote their respective Equity Interests in the Company in favor of, any such Transfer, including the terms thereof; and (ii) grant to each Lender a power of attorney and proxy sufficient to so exercise such approval and voting rights. (d) All proceeds from any permitted Transfer of any jurisdiction Equity Interests in, and Convertible Securities of, the Company (other than the United States proceeds ofthe in itial subscription for Equity Interests by the Member on or prior to the date hereof) or any State thereofdirect or indirect Subsidiary, regardless of whether such Equity Interests or Convertible Securities are sold by the Company, Administrative Agent or any member of the Company or otherwise, shall be applied first to the payment in full in cash of all ofthe Obligations, prior to the payment or satisfaction of any other obligation or liability, or the dividend or distribution to, the transferor Lender shall cause such Transferee Member, any other member, or any other Person. (other than any Participant)e) Any certificates representing the Equity Interests in, and Convertible Securities of, the Company shall include the following legend (together with any additional legends that may cause any Participantbe required by the Revolving Lender): “The interests represented by this certificate are subject to restrictions on sale, concurrently with the effectiveness of such transfer, assignment, pledge, mortgage, hypothecation, and disposition without the prior written consent of Monroe Capital Management Advisors, LLC, as set forth in that certain Credit Agreement, dated as of June 30,2017, among APCO Worldwide, Inc., certain of its subsidiaries party thereto, the various financial institutions party thereto, and Monroe Capital Management Advisors, LLC and the Limited Liability Company Operating Agreement of APCO Worldwide LLC. Any such purported sale, transfer, assignment, pledge, mortgage, hypothecation, or disposition that does not satisfy such restrictions shall be null and void ab initio.” (if) So long as any Obligations remain outstanding under the Credit Agreement, no amendment or modification to represent this Section 21 or to the transferor Lender (for the benefit of the transferor any other provision ofthis Agreement, which amendment or modification would adversely impact or affect any Lender, 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 transferor Lender with respect to any payments to shall be made to such Transferee in respect without the prior written consent of Monroe Capital Management Advisors, LLC (the Loans“Administrative Agent”! or, if (ii) to furnish to the transferor Lenderapplicable, the Agent and the Borrower either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such Transferee claims entitlement to whole or partial exemption from U.S. Federal withholding tax on all interest payments hereunder) and (iii) to agree (for the benefit of the transferor Lender, the Agent and the Borrower) to provide the transferor Lender, the Agent and the Borrower a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such Transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptionits successor.

Certain Other Provisions. (a) The Borrower authorizes and the Parent authorize each Lender to disclose to any participant or assignee (each, a "Transferee") and any prospective Transferee, subject to the agreement of such Transferee or prospective Transferee to comply with Section 11.14 -115- 122 hereof, any and all financial and other information in such Lender's possession concerning the Borrower Borrower, the Parent or any of its their respective Subsidiaries which has been delivered to such Lender by any such Person pursuant to or in connection with this Agreement or which has been delivered to such Lender by any such Person in connection with such Lender's credit evaluation of the Borrower Borrower, the Parent or any of its their respective Subsidiaries prior to entering into this Agreement. (b) If, pursuant to this Section, any interest in this Agreement or any Loan or Note is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee (other than any Participant), and may cause any Participant, concurrently with the effectiveness of such transfer, (i) to represent to the transferor Lender (for the benefit of the transferor Lender, 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 transferor Lender with respect to any payments to be made to such Transferee in respect of the Loans, (ii) to furnish to the transferor Lender, the Agent and the Borrower either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such Transferee claims entitlement to whole or partial exemption from U.S. Federal withholding tax on all interest payments hereunder) and (iii) to agree (for the benefit of the transferor Lender, the Agent and the Borrower) to provide the transferor Lender, the Agent and the Borrower a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such Transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption.

Certain Other Provisions. (a) The Borrower authorizes each Lender to disclose to any participant or assignee (each, a "TransfereeTRANSFEREE") and any prospective Transferee, any and all financial and other information in such Lender's possession concerning the Borrower or any of its Subsidiaries which has been delivered to such Lender by any such Person pursuant to or in connection with this Agreement or which has been delivered to such Lender by any such Person in connection with such Lender's credit evaluation of the Borrower or any of its Subsidiaries prior to entering into this Agreement. (b) If, pursuant to this Section, any interest in this Agreement or any Loan or Note is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee (other than any Participant), and may cause any Participant, concurrently with the effectiveness of such transfer, (i) to represent to the transferor Lender (for the benefit of the transferor Lender, 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 transferor Lender with respect to any payments to be made to such Transferee in respect of the Loans, (ii) to furnish to the transferor Lender, the Agent and the Borrower either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such Transferee claims entitlement to whole or partial exemption from U.S. Federal withholding tax on all interest payments hereunder) and (iii) to agree (for the benefit of the transferor Lender, the Agent and the Borrower) to provide the transferor Lender, the Agent and the Borrower a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such Transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption.