Common use of Conditions to Transfers Clause in Contracts

Conditions to Transfers. A Transfer will not be treated as a Transfer permitted under Section 11.1 hereof, Section 11.2 hereof, or Section 11.6 hereof unless and until all of the following conditions are satisfied: (a) The transferor and Transferee execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and the Transferee executes and delivers to the Company a joinder to this Agreement in a form reasonably satisfactory to the Company to be bound by the terms and conditions of this Agreement to the same extent that the transferring Member was so bound. In all cases, the transferor and/or Transferee must reimburse the Company for all costs and expenses that the Company incurs in connection with such Transfer. (i) The transferor and Transferee must furnish the Company with the Transferee’s taxpayer identification number, sufficient information to determine the Transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the foregoing, the Company is not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information. (ii) The Transfer would not, in the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code. (iii) The Units to be Transferred must be registered under the Securities Laws, or, unless waived by the non-transferring Members, the transferor must provide to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, to the effect that such Transfer is exempt from registration under the Securities Laws. (iv) In the case of a Transfer to a Material Competitor, the non-Transferring Member must consent to such Transfer. (v) All approvals of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfer. (b) Notwithstanding anything to the contrary in this Agreement, no Member shall be permitted to Transfer its Units or any portion thereof to the extent such Transfer would be in violation of applicable law (including Securities Laws and all Gaming Laws) or would cause a default under any agreement or instrument to which the Company is a party or by which it is bound.

Conditions to Transfers. A Transfer will not In addition to all other terms and conditions contained in this Article II and the Shareholders Agreement, no Transfers (including, for the avoidance of doubt, any Transfers made after the third (3rd) anniversary of the Closing) shall be treated as a Transfer permitted under Section 11.1 hereof, Section 11.2 hereof, completed or Section 11.6 hereof effective for any purpose unless and until all of the following conditions are satisfied: (a) The transferor and Transferee execute and deliver prior thereto: (i) the Transferor shall have provided to the Company Company, (x) at least ten (10) Business Days’ prior notice of such Transfer, (y) a certificate of the Transferor, delivered with such notice, containing a statement that such Transfer is permitted under this Article II, and (z) such other information and documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to reasonably requested by the Company in order for it to effect determine whether such Transfer and is permitted under this Article II; (ii) the Transferee executes shall have executed and delivers delivered to the Company a joinder written undertaking substantially in the form required under the Shareholders Agreement, pursuant to this Agreement in a form reasonably satisfactory to the Company which such Transferee agrees (x) to be bound by the terms and conditions of this the Shareholders Agreement and (y) that the shares acquired by it shall be subject to the same extent that terms of the transferring Member was so bound. In Shareholders Agreement, and the Transferee shall furnish copies of all casesshare certificates effecting the Transfer and such other certificates, the transferor and/or Transferee must reimburse instruments and documents as the Company for all costs and expenses that the Company incurs in connection with such Transfer. (i) The transferor and Transferee must furnish the Company with the Transferee’s taxpayer identification number, sufficient information to determine the Transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the foregoing, the Company is not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information. (ii) The Transfer would not, in the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code.may request; and (iii) The Units to be Transferred must be registered under the Securities Laws, or, unless waived by the non-transferring Members, the transferor must provide all necessary third party consents to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, to the effect that such Transfer is exempt from registration under the Securities Laws. (iv) In the case of a Transfer to a Material Competitor, the non-Transferring Member must consent to such Transfer. (v) All approvals of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfer.shall have been obtained; (b) Notwithstanding anything such Transferee is not a competitor of the Company and its subsidiaries, as determined in the reasonable discretion of the Board of Directors; provided that any private equity fund or other financial investor shall not be deemed to be a competitor of the contrary in this Agreement, no Member shall be permitted to Transfer its Units or any portion thereof to the extent Company; (c) such Transfer would not violate the Securities Act or any state securities or “blue sky” Laws applicable to the Company or the shares to be Transferred; (d) such Transfer shall not impose liability or reporting obligations on the Company or any member in violation any jurisdiction, whether domestic or foreign, or result in the Company or any member becoming subject to the jurisdiction of applicable law (including Securities Laws and all Gaming Laws) or would cause a default under any agreement or instrument Governmental Authority anywhere, other than the Governmental Authorities to which the Company is then subject to such liability, reporting obligation or jurisdiction; and (e) such Transfer shall not, in the Board of Directors’ sole discretion, have the effect of requiring the Company to, upon the consummation of such Transfer, register the shares under Section 12(g) of the Exchange Act; provided, however, that the provisions of (i) Section 3(a) through Section 3(e) shall not apply to a party Transfer in connection with a Company Sale, in the IPO or by which it is boundin connection with the liquidation, winding-up or dissolution of the Company and (ii) Section 3(b) shall not apply to an Executive Transfer or a Transfer subject to, or in accordance with, Section 6 (Tag-Along Rights) or Section 7 (Drag-Along Rights).

Conditions to Transfers. A Notwithstanding any provisions to the contrary in this Agreement (including under this Article VIII), the Parties agree that, in respect of any Transfer will not be treated as a Transfer permitted under Section 11.1 hereof, Section 11.2 hereof, or Section 11.6 hereof unless and until all of the following conditions are satisfiedShares: (a) The transferor and the Transferee execute and (and, if applicable, its New Parent Shareholder), if not already a party to each of this Agreement, the Regionalization Agreement and/or the Restrictive Covenant Agreement, shall be required to deliver to the Company such documents (and instruments of conveyance each Shareholder), as the case may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and the Transferee executes and delivers to the Company a joinder to this Agreement in a form reasonably satisfactory to the Company to be bound by the terms and conditions of this Agreement to the same extent that the transferring Member was so bound. In all cases, the transferor and/or Transferee must reimburse the Company for all costs and expenses that the Company incurs in connection with such Transfer.be: (i) The transferor a counterpart of a Deed of Adherence duly executed by the Transferee and Transferee must furnish (if applicable) the Company with the Transferee’s taxpayer identification number, sufficient information to determine the Transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the foregoing, the Company is not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information.New Parent Shareholder; (ii) The Transfer would not, a counterpart of a deed of adherence to the Regionalization Agreement (in substantially the opinion of counsel chosen form prescribed by the CompanyRegionalization Agreement), result duly executed by the Transferee and (if applicable) the New Parent Shareholder, unless otherwise waived by, or varied with the approval of, all Shareholders in the termination of the Company within the meaning of Section 708 of the Code.writing; (iii) The Units a counterpart of a deed of adherence to be Transferred must be registered under the Securities LawsRestrictive Covenant Agreement (in substantially the form prescribed by the Restrictive Covenant Agreement), orduly executed by the Transferee and (if applicable) the New Parent Shareholder, unless otherwise waived by by, or varied with the non-transferring Membersapproval of, the transferor must provide to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, to the effect that such Transfer is exempt from registration under the Securities Laws.all Shareholders in writing; and (iv) In any other agreements, documents or instruments as the Company may reasonably require (after receipt of the prior written consent of the Shareholder effecting the Transfer in question); and (b) the Company must not, as a result of such Transfer, cease to comply with the terms imposed by MAS in the IPA or any License Condition (including the Singaporean License Condition) and/or under applicable Laws; and provided, further, that such Transfer (other than any Transfer referred to in Sections 8.1(b)(i), (iii), (iv) and (v) above) shall be subject to the following conditions: (i) the Transferee shall not be a Prohibited Person, except in the case of a Transfer to a Material Competitor, in accordance with Section 8.4 in which each of Grab and Singtel sells the non-Transferring Member must consent to such Transfer.entirety of its Shares; (vii) All approvals of any Gaming Authority required the consideration paid for such Transfer shall be entirely in cash, save for Transfer referred to effect a Transfer must be obtained prior to such Transfer.in Section 8.4; (biii) Notwithstanding anything to the contrary in this Agreement, no Member shall be permitted to Transfer its Units or any portion thereof to the extent such Transfer would be shall not require the filing of a prospectus or a registration statement by the Company pursuant to any applicable securities Laws; and (iv) such Transfer shall not result in the violation of applicable Law. Any Transfer or attempted Transfer in violation of applicable law this Agreement (including Securities Laws Sections 8.7 and all Gaming Laws8.8) or would cause a default under any agreement or instrument to which shall be null and void ab initio and no such Transfer shall be recorded in the Company is a party or by which it is boundCompany’s electronic register of members.

Conditions to Transfers. A Transfer will not be treated as a Transfer permitted under Section 11.1 hereof11.1, Section 11.2 hereof11.2, or Section 11.6 hereof unless and until all of the following conditions are satisfied: (a) The transferor and Transferee transferee execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and the Transferee transferee executes and delivers to the Company a joinder to this Agreement in a form reasonably satisfactory to the Company to be bound by the terms and conditions of this Agreement to the same extent that the transferring Member was so bound. In all cases, the transferor and/or Transferee transferee must reimburse the Company for all costs and expenses that the Company incurs in connection with such Transfer. (i) The transferor and Transferee transferee must furnish the Company with the Transfereetransferee’s taxpayer identification number, sufficient information to determine the Transfereetransferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the foregoing, the Company is not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information. (ii) The Transfer would not, in the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code. (iii) The Units to be Transferred must be registered under the Securities Act and any applicable state securities Laws, or, unless waived by the non-transferring Members, the transferor must provide to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, to the effect that such Transfer is exempt from registration under the Securities Act and any other applicable state securities Laws. (iv) In the case of a Transfer to a Material Competitor, the non-Transferring Member must consent to such Transfer. (v) All approvals of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfer. (b) Notwithstanding anything to the contrary in this Agreement, no Member shall be permitted to Transfer its Units or any portion thereof to the extent such Transfer would be in violation of applicable law Law (including Securities Laws securities laws and regulations and all Gaming Laws) or would cause a default under any agreement or instrument to which the Company is a party or by which it is bound.

Conditions to Transfers. A Transfer will not be treated as a Transfer permitted under The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 11.1 hereof, Section 11.2 hereof, or Section 11.6 hereof unless and until all 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfiedsatisfied upon the Depositor's delivery of the Transfer Agreement: (a) The transferor and Transferee execute and deliver the Depositor shall have delivered to the Company such documents Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) [ ] shall have delivered and instruments the [ ] Trust shall have delivered to the Depositor and the Owner Trustee on behalf of conveyance as may be necessary or appropriate the Trust a duly executed Assignment Agreement (in the opinion case of counsel [ ]) and the [ ] Assignment (in the case of the [ ] Trust) with respect to the Company Contracts being conveyed by them, respectively, on the Closing Date; (c) A letter from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to effect the Depositor and stating that such Transfer firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of [ ], the Servicer and the Transferee executes Depositor or of the Executive Committee of the Board of Directors of [ ], the Servicer and delivers to the Company a joinder to this Agreement in a form reasonably satisfactory to Depositor approving the Company to be bound by the terms execution, delivery and conditions performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the same extent that transactions contemplated hereunder and thereunder, certified in each case by the transferring Member was so bound. In all casesSecretary or an Assistant Secretary of [ ], the transferor and/or Transferee must reimburse Servicer and the Company for all costs and expenses that the Company incurs in connection with such Transfer.Depositor; (ie) The transferor Officially certified, recent evidence of due incorporation or formation, as the case may be and Transferee must furnish good standing of each of [ ] and the Company Depositor under the laws of Delaware; (f) Evidence of proper filing with the Transferee’s taxpayer identification number, sufficient information to determine the Transferee’s initial tax basis appropriate officers in the Units transferredUCC Filing Locations of UCC financing statements executed by [ ], as debtor, naming the Depositor as secured party (and any other information reasonably necessary to permit the Company to file Owner Trustee as assignee) and identifying the Contract Assets as collateral; evidence of proper filing with appropriate officer in the UCC Filing Locations of a UCC partial release identifying the [ ] Contracts as collateral being released, executed by the [ ] Trust; and evidence of proper filing with appropriate officer in the UCC Filing Locations of UCC financing statements executed by the Depositor, as debtor, naming the Owner Trustee as secured party (and the Indenture Trustee as assignee) and identifying the Trust Assets as collateral; and evidence of proper filing with appropriate officers in the UCC Filing Locations of UCC financing statements executed by the Trust and naming the Indenture Trustee as secured party and identifying the Trust Assets, as collateral; (g) Evidence of deposit in the Collection Account of all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the foregoing, the Company is not required to make any distribution otherwise provided for in this Agreement Pledged Revenues received with respect to any transferred Units until the Company has received such information. (ii) The Transfer would notInitial Contracts after the Initial Cutoff Date through and including the date which is two days preceding the Closing Date, in together with an Officer's Certificate from the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code. (iii) The Units to be Transferred must be registered under the Securities Laws, or, unless waived by the non-transferring Members, the transferor must provide to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, Servicer to the effect that such Transfer amount is exempt from registration materially correct; (h) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (i) A fully executed Purchase and Sale Agreement, together with the Assignment Agreement executed by [ ] pursuant thereto; (j) A fully executed [ ] Assignment; (k) A fully executed Trust Agreement; (l) A fully executed Administration Agreement; (m) A fully executed Indenture; (n) an opinion of [ ] to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation;, (o) each of the representations and warranties made by [ ] pursuant to Article III of the Purchase and Sale Agreement shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and [ ] shall have performed in all material respects all obligations to be performed by it under the Securities Laws.Purchase and Sale on or prior to the Closing Date; (ivp) In each of the case of a Transfer to a Material Competitorrepresentations and warranties made by the Trust, the non-Transferring Member must consent Depositor and the Servicer pursuant to such Transfer.Article III hereof shall be true and correct as of the Closing Date; (vq) All approvals the Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (r) no event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (s) the Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfertransfer. (b) Notwithstanding anything to the contrary in this Agreement, no Member shall be permitted to Transfer its Units or any portion thereof to the extent such Transfer would be in violation of applicable law (including Securities Laws and all Gaming Laws) or would cause a default under any agreement or instrument to which the Company is a party or by which it is bound.

Conditions to Transfers. A Transfer will not be treated as a Transfer permitted under Section 11.1 hereof, Section 11.2 hereof, or Section 11.6 hereof unless and until All Transfers of Membership Interests must comply with all of the following terms and conditions are satisfied:(the “Transfer Conditions”): (a) The transferor and Transferee execute and deliver except in the case of a Transfer resulting from an Involuntary Transfer (as such term is hereinafter defined in Section 13.1), upon the request of the Company, the transferor, at transferor’s expense, shall furnish to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel, which counsel and opinion shall be satisfactory to the Company, that the Transfer will not cause the Company to effect such Transfer and terminate for federal income tax purposes pursuant to Section 708 of the Transferee executes and delivers to the Company a joinder to this Agreement in a form reasonably satisfactory to the Company to be bound by the terms and conditions of this Agreement to the same extent that the transferring Member was so bound. In all cases, Code; (b) the transferor and/or Transferee must reimburse the Company for all costs and expenses that the Company incurs in connection with such Transfer. (i) The transferor and Transferee must transferee shall furnish the Company with the Transfereetransferee’s taxpayer identification number, number and sufficient information to determine the Transfereetransferee’s initial tax basis in the Units Membership Interest transferred, ; (c) the transferor and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting transferee comply with the generality terms of the foregoing, the Company is not required to make any distribution otherwise provided for in this Agreement with respect relating to Securities Laws; and (d) except in the case of a Transfer of a Membership Interest resulting from an Involuntary Transfer (as such term is hereinafter defined in Section 13.1) either: (i) such Membership Interest shall be registered under any transferred Units until the Company has received such information. applicable Securities Laws; or (ii) The Transfer would not, in the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code. (iii) The Units to be Transferred must be registered under the Securities Laws, or, unless waived by the non-transferring Members, the transferor must shall provide to the Company an opinion of counsel, which opinion and counsel must shall be reasonably satisfactory to the non-transferring MemberCompany, to the effect that such Transfer is exempt from all applicable registration under requirements and that such Transfer will not violate any applicable laws regulating the Securities Laws. (iv) Transfer of securities. In no event shall all or any part of an Interest in the case of a Transfer Company be transferred to a Material Competitorminor or an incompetent. Notwithstanding the satisfaction of the Transfer Conditions, a transferee shall not be admitted as a Substituted Member unless all of the non-Transferring Member must consent conditions to such Transfer. (v) All approvals of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfer. (b) Notwithstanding anything to the contrary admission as set forth in this Agreement, no Member shall be permitted to Transfer its Units or any portion thereof to the extent such Transfer would be in violation of applicable law (including Securities Laws and all Gaming Laws) or would cause a default under any agreement or instrument to which the Company is a party or by which it is boundAgreement are also satisfied.

Conditions to Transfers. A Transfer will not be treated as a Transfer permitted under The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 11.1 hereof, Section 11.2 hereof, or Section 11.6 hereof unless and until all 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfiedsatisfied upon the Depositor's delivery of the Transfer Agreement: (a) The transferor and Transferee execute and deliver Depositor shall have delivered to the Company such documents Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and instruments incorporate a Schedule of conveyance as may be necessary or appropriate in Contracts listing the opinion of counsel Contracts being transferred on the Closing Date; (b) The VFC Trust shall have delivered to the Company to effect such Transfer Depositor and the Transferee executes and delivers Owner Trustee on behalf of the Trust the duly executed VFC Assignment with respect to the Company a joinder to this Agreement in a form reasonably satisfactory VFC Contracts being conveyed by the VFC Trust on the Closing Date; (c) A letter from PricewaterhouseCoopers LLP, or another nationally recognized accounting firm, addressed to the Company Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to be bound by the certain contract terms and conditions which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the same extent that transactions contemplated hereunder and thereunder, certified in each case by the transferring Member was so bound. In all casesSecretary or an Assistant Secretary of CFUSA, the transferor and/or Transferee must reimburse Servicer and the Company for all costs Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and expenses that good standing of each of CFUSA and the Company incurs in connection with such Transfer.Depositor under the laws of Delaware; (i) The transferor and Transferee must furnish the Company Evidence of proper filing or provision for filing with the Transferee’s taxpayer identification number, sufficient information to determine the Transferee’s initial tax basis appropriate offices in the Units transferredjurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the foregoing, the Company is not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information. VFC Contracts, of a UCC assignment identifying the VFC Contracts as collateral being assigned back to the Depositor, executed by the VFC Trust; (ii) The Transfer would not, evidence of proper filing or provision for filing with appropriate offices in the opinion applicable state of counsel chosen by the Company, result in the termination organization of the Company within applicable Financing Originator of UCC financing statements naming the meaning applicable Financing Originator as debtor, and naming CFUSA as secured party (and the Depositor as assignee), to perfect the grant of Section 708 of a security interest from the Code. applicable Financing Originator to CFUSA and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) The Units evidence of proper filing or provision for filing with appropriate offices in the state of organization of CFUSA of UCC financing statements naming CFUSA as debtor, and naming the Depositor as secured party, to be Transferred must be registered under perfect the Securities Laws, or, unless waived by the non-transferring Members, the transferor must provide grant of a security interest from CFUSA to the Company an Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Depositor of UCC financing statements naming the Depositor as debtor, and naming the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from the Trust to the Indenture Trustee pursuant to the Indenture; (g) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A fully executed Non-VFC Conveyancing Agreement; (j) A fully executed Non-VFC Purchase Agreement; (k) A fully executed VFC Assignment; (l) A fully executed Trust Agreement; (m) A fully executed Administration Agreement; (n) A fully executed Indenture; (o) A fully executed Pooling Agreement; (p) An opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, Xxxxxxx Xxxx & Xxxxx LLP to the effect that such Transfer is exempt from registration for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (q) Each of the representations and warranties made by CFUSA pursuant to Article III of the Purchase and Sale Agreements shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA shall have performed in all material respects all obligations to be performed by it under the Securities Laws.Purchase and Sale Agreements on or prior to the Closing Date; (ivr) In Each of the case representations and warranties made by the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of a Transfer to a Material Competitor, the non-Transferring Member must consent to such Transfer.Closing Date; (vs) All approvals The Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (t) No event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (u) The Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfertransfer. (b) Notwithstanding anything to the contrary in this Agreement, no Member shall be permitted to Transfer its Units or any portion thereof to the extent such Transfer would be in violation of applicable law (including Securities Laws and all Gaming Laws) or would cause a default under any agreement or instrument to which the Company is a party or by which it is bound.

Conditions to Transfers. A Transfer will not be treated as a Transfer permitted under Section 11.1 hereof, Section 11.2 hereof, or Section 11.6 hereof this Article 9 unless and until all of the following conditions are satisfied: (a) The transferor and Transferee transferee execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and the Transferee transferee executes and delivers to the Company a joinder to this Agreement in a form reasonably satisfactory to the Company to be bound by the terms and conditions of this Agreement to the same extent that the transferring Member was so bound. In all cases, the transferor and/or Transferee transferee must reimburse the Company for all costs and expenses that the Company incurs in connection with such Transfer. (ib) The transferor and Transferee transferee must furnish the Company with the Transfereetransferee’s taxpayer identification number, sufficient information to determine the Transfereetransferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the foregoing, the Company is not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information. (iic) The Transfer would not, in the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code. (iiid) The Units to be Transferred must be registered under the Securities Act and any applicable state securities Laws, or, unless waived by the non-transferring Members, the transferor must provide to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, to the effect that such Transfer is exempt from registration under the Securities Act and any other applicable state securities Laws. (ive) In the case of a Transfer to a Material Tier I Competitor, the non-Transferring Member must consent to such Transfer. (vf) All approvals of any Gaming Authority Approvals required under Gaming Laws to effect a Transfer must be obtained prior to such Transfer. (bg) Notwithstanding anything to the contrary in this Agreement, no Member shall be permitted to Transfer its Units or any portion thereof to the extent such Transfer would be in violation of applicable law Law (including Securities Laws securities laws and regulations and all Gaming Laws) or would cause a default under any agreement or instrument to which the Company or any Subsidiary is a party or by which it is bound.

Conditions to Transfers. A Transfer will not In addition to all other terms and conditions contained in this Agreement, no Transfers to which the provisions of Section 9.2 would apply shall be treated as a Transfer permitted under Section 11.1 hereof, Section 11.2 hereof, completed or Section 11.6 hereof effective for any purpose unless and until all of the following conditions are satisfiedprior thereto: (a) The transferor and Transferee execute and deliver the Transferor shall have provided to the Company (i) at least five Business Days' prior notice of such Transfer or in the case of Transfer by reason of death pursuant to 9.2(a), at least five Business Days' notice prior to the proposed effectiveness of such Transfer for purposes of this Agreement, (ii) a certificate of the Transferor, delivered with such notice, containing a statement as to which provision of Section 9.2 is applicable to such Transfer, together with such information as is reasonably necessary for the Management Committee to determine whether such Transfer is permitted thereby, and (iii) such other information and documents and instruments of conveyance as may be necessary or appropriate reasonably requested by the Management Committee such notice in the opinion of counsel order for it to the Company to effect make such Transfer and determination; and (b) the Transferee executes of such Interests shall have executed and delivers delivered to each recipient of the Company notice required by Section 9.5(a) an agreement by which it shall become a joinder party to this Agreement in a form reasonably satisfactory to the Company to and be bound by the applicable terms and conditions provisions of this Agreement to the same extent that the transferring Member was so bound. In all cases, the transferor and/or Transferee must reimburse the Company for all costs and expenses that the Company incurs in connection with such TransferAgreement. (ic) The transferor and counsel to the Transferee must furnish the Company with the Transferee’s taxpayer identification number, sufficient information to determine the Transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the foregoing, the Company is not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information. (ii) The Transfer would not, in the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code. (iii) The Units to be Transferred must be registered under the Securities Laws, or, unless waived by the non-transferring Members, the transferor must provide Interests shall have delivered to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory in form and substances to the non-transferring MemberCompany, to the effect that that: (i) such Transfer is exempt from registration would not violate the Securities Act or any state securities or "blue sky" laws applicable to the Company or the Interest to be Transferred, (ii) such Transfer would not, individually or together with other concurrently proposed Transfers, cause the Company to be regarded as an "investment company" or a "subsidiary investment company" under the Securities Laws. Investment Company Act of 1940, as amended, and (iviii) In in the case of a Transfer pursuant to a Material Competitor, the non-Transferring Member must consent to such Transfer. (vSections 9.2(a) All approvals of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfer. or (b) Notwithstanding anything to the contrary in this Agreement), no Member shall be permitted to Transfer its Units or any portion thereof to the extent such Transfer would be in violation of applicable law (including Securities Laws not, individually or together with all other Transfers by such Transferor, its predecessors, their prior Transferees, and all Gaming Laws) or would their indirect owners, if any, cause a default under any agreement or instrument to which the Company is to have more partners for purposes of Treasury Regulation section 1.7704-1(h), determined without regard to section 1.7704-1(h)(3)(ii), as a party result of the ownership of such Transferor, its predecessors, their prior Transferees, and their indirect owners than the number opposite such Transferor's name under the heading "PTP Slots" as described in the Ancillary Letter or by which it is boundin Section 13.2(a) of this Agreement.

Conditions to Transfers. A Transfer will not In addition to all other terms and conditions contained in this Agreement, no Transfers (including, for the avoidance of doubt, any Transfers made after the third (3rd) anniversary of the Closing) shall be treated as a Transfer permitted under Section 11.1 hereof, Section 11.2 hereof, completed or Section 11.6 hereof effective for any purpose unless and until all of the following conditions are satisfied: (a) The transferor and Transferee execute and deliver prior thereto: (i) the Transferor shall have provided to the Company Company, (x) at least ten (10) Business Days’ prior notice of such Transfer, (y) a certificate of the Transferor, delivered with such notice, containing a statement that such Transfer is permitted under this Article III, and (z) such other information and documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to reasonably requested by the Company in order for it to effect determine whether such Transfer and is permitted under this Article III; (ii) the Transferee executes shall have executed and delivers delivered to the Company a joinder written undertaking substantially in the form of Exhibit C attached hereto, pursuant to this Agreement in a form reasonably satisfactory to the Company which such Transferee agrees (x) to be bound by the terms and conditions of this Agreement and (y) that the Shares acquired by it shall be subject to the same extent that terms of this Agreement, and the transferring Member was so bound. In Transferee shall furnish copies of all casesshare certificates effecting the Transfer and such other certificates, the transferor and/or Transferee must reimburse instruments and documents as the Company for all costs and expenses that the Company incurs in connection with such Transfer. (i) The transferor and Transferee must furnish the Company with the Transferee’s taxpayer identification number, sufficient information to determine the Transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the foregoing, the Company is not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information. (ii) The Transfer would not, in the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code.may request; and (iii) The Units to be Transferred must be registered under the Securities Laws, or, unless waived by the non-transferring Members, the transferor must provide all necessary third party consents to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, to the effect that such Transfer is exempt from registration under the Securities Laws. (iv) In the case of a Transfer to a Material Competitor, the non-Transferring Member must consent to such Transfer. (v) All approvals of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfer.shall have been obtained; (b) Notwithstanding anything such Transferee is not a competitor of the Company and its Subsidiaries, as determined in the reasonable discretion of the Board; provided that any private equity fund or other financial investor shall not be deemed to be a competitor of the contrary in this Agreement, no Member shall be permitted to Transfer its Units or any portion thereof to the extent Company; (c) such Transfer would not violate the Securities Act or any state securities or “blue sky” Laws applicable to the Company or the Shares to be Transferred; (d) such Transfer shall not impose liability or reporting obligations on the Company or any Shareholder in violation any jurisdiction, whether domestic or foreign, or result in the Company or any Shareholder becoming subject to the jurisdiction of applicable law (including Securities Laws and all Gaming Laws) or would cause a default under any agreement or instrument Governmental Authority anywhere, other than the Governmental Authorities to which the Company is then subject to such liability, reporting obligation or jurisdiction; and (e) such Transfer shall not, in the Board’s sole discretion, have the effect of requiring the Company to, upon the consummation of such Transfer, register the Shares under Section 12(g) of the Exchange Act; provided, however, that the provisions of (i) Section 3.3(a) through Section 3.3(e) shall not apply to a party Transfer in connection with a Company Sale, in the IPO or by which it is boundin connection with the liquidation, winding-up or dissolution of the Company and (ii) Section 3.3(b) shall not apply to an Executive Transfer or a Transfer subject to, or in accordance with, Section 3.6 (Tag-Along Rights) or Section 3.7 (Drag-Along Rights).

Conditions to Transfers. A Transfer will not In addition to all other terms and conditions contained in this Agreement, no Transfers to which the provisions of Sections 9.1 and 9.2 would apply shall be treated as a Transfer permitted under Section 11.1 hereof, Section 11.2 hereof, completed or Section 11.6 hereof effective for any purpose unless and until all of the following conditions are satisfied:satisfied (except to the extent waived by the Company Board in its sole discretion): (a) The transferor and Transferee execute and deliver prior thereto: (i) the Transferor shall have provided to the Company Company, (x) at least ten (10) Business Days’ prior notice of such Transfer, (y) a certificate of the Transferor, delivered with such notice, containing a statement that such Transfer is permitted under this Article IX, and (z) such other information and documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to reasonably requested by the Company in order for it to effect determine whether such Transfer and is permitted under this Article IX; (ii) the Transferee executes and delivers to the Company a joinder to this Agreement shall agree in a form reasonably satisfactory to the Company writing to be bound by the terms and conditions of this Agreement and that the Investor Interests acquired by it shall be subject to the same extent that terms of this Agreement and the transferring Member was so bound. In Transferee shall furnish copies of all casesinstruments effecting the Transfer and such other certificates, the transferor and/or Transferee must reimburse instruments and documents as the Company for may request; (iii) all costs and necessary third party consents to the Transfer shall have been obtained; and (iv) the Transferee shall have paid all reasonable expenses that incurred by the Company incurs (including any legal and accounting fees) in connection with such Transfer. (i) The transferor and Transferee must furnish the Company with the Transferee’s taxpayer identification number, sufficient information to determine the Transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the foregoing, the Company is not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information. (ii) The Transfer would not, in the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code. (iii) The Units to be Transferred must be registered under the Securities Laws, or, unless waived by the non-transferring Members, the transferor must provide to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, to the effect that such Transfer is exempt from registration under the Securities Laws. (iv) In the case of a Transfer to a Material Competitor, the non-Transferring Member must consent to such Transfer. (v) All approvals of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfer.; (b) Notwithstanding anything to the contrary in this Agreement, no Member shall be permitted to Transfer its Units or any portion thereof to the extent such Transfer would not violate the Securities Act or any state securities or “blue sky” laws applicable to the Company or the Investor Interests to be Transferred; (c) such Transfer shall not impose liability or reporting obligations on the Company or any Investor in violation any jurisdiction, whether domestic or foreign, or result in the Company or any Investor becoming subject to the jurisdiction of applicable law (including Securities Laws and all Gaming Laws) or would cause a default under any agreement or instrument Governmental Entity anywhere, other than the Governmental Entities to which the Company is then subject to such liability, reporting obligation or jurisdiction; (d) such Transfer would not result in a party termination of the Company pursuant to Section 708(b)(1)(B) of the Code unless the Company Board determines that such termination would not have a material adverse effect on the Investors and the Company; (e) such Transfer would not cause the Company to be treated as a “publicly traded partnership” under Section 7704 of the Code and the Treasury Regulations promulgated thereunder. In connection with any Transfer, the Company may request in its sole judgment, that an opinion of counsel be furnished to the Company at the Transferor’s expense, in form and substance reasonably satisfactory to the Company Board regarding any or by which it is boundall of the matters specified in this Section 9.3; and (f) such Transfer would not violate, or result in the violation of, any rule or policy of the FCC, including, without limitation, the Attribution Rules and Ownership Rules; provided, however, that the provisions of Sections 9.3(a), 9.3(d) and 9.3(e) shall not apply to a Transfer relating to a Company Sale or Initial Public Offering.

Conditions to Transfers. A Transfer will not be treated as a Transfer permitted under Section 11.1 hereof, Section 11.2 hereof, or Section 11.6 hereof unless and until all of the following conditions are satisfied: (a) The transferor and Transferee execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and the Transferee executes and delivers to the Company a joinder to this Agreement in a form reasonably satisfactory to the Company to be bound by the terms and conditions of this Agreement to the same extent that the transferring Member was so bound. In all cases, the transferor and/or Transferee must reimburse the Company for all costs and expenses that the Company incurs in connection with such Transfer. (i) The transferor and Transferee must furnish the Company with the Transferee’s taxpayer identification number, sufficient information to determine the Transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the foregoing, the Company is not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information. (ii) The Transfer would not, in the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code. (iii) The Units to be Transferred must be registered under the Securities Laws, or, unless waived by the non-transferring Members, the transferor must provide to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, to the effect that such Transfer is exempt from registration under the Securities Laws. (iv) In the case of a Transfer to a Material Competitor, the non-non- Transferring Member must consent to such Transfer. (v) All approvals of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfer. (b) Notwithstanding anything to the contrary in this Agreement, no Member shall be permitted to Transfer its Units or any portion thereof to the extent such Transfer would be in violation of applicable law (including Securities Laws and all Gaming Laws) or would cause a default under any agreement or instrument to which the Company is a party or by which it is bound.