Common use of Further Transfers Clause in Contracts

Further Transfers. 10.1 The provisions of this Section 10.1 shall apply to any sale, assignment and any other transfer of the Participation or any of Buyer’s rights hereunder or any part thereof or interest therein (each a “Pre-Elevation Transfer”) prior to the occurrence of an Elevation: (a) Buyer may make a Pre-Elevation Transfer (x) constituting a Specified Permitted Transfer without the prior consent of Seller and (y) otherwise, only with the prior consent of Seller (not to be unreasonably withheld or delayed); provided, however, that no Pre-Elevation Transfer shall be effective unless (i) such Pre-Elevation Transfer does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the transferee in such Pre- Elevation Transfer (the “Transferee”) makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1, 8.1(c), 8.4(b) and 18.3 (subject to Section 18.4 in the case of a Governmental Assignee) and (iii) the Transferee (A) either (1) is organized under the laws of the United States or any State thereof or (2) has represented to Seller that under applicable law and treaties no taxes will be required to be withheld by Seller with respect to any payments to be made to such Transferee in respect of the Transferred Rights and (B) shall have furnished to Seller such forms, certifications, statements and other documents as Seller has requested or may request from time to time to evidence the Transferee's exemption from the withholding of any tax imposed by any jurisdiction or to enable Seller to comply with any applicable laws or regulations relating thereto. There shall be no transfer fee payable to Seller in connection with the assignment by Xxxxx of all or any portion of the Participation. (b) Notwithstanding anything contained in this Section 10.1 to the contrary, Buyer may also grant one or more subparticipation(s) in the Participation and its rights under this Agreement, or any part thereof or interest therein, (x) constituting a Specified Permitted Transfer without the prior consent of or notice to Seller and (y) otherwise, only with the prior consent of Seller (not to be unreasonably withheld or delayed); provided, however, that no such subparticipation shall be effective unless (i) such subparticipation does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the subparticipant makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1(e) and (h) and

Further Transfers. 10.1 The provisions of this Section 10.1 shall apply to any sale, assignment and any other transfer of the Participation or any of Buyer’s rights hereunder or any part thereof or interest therein (each a “Pre-Elevation Transfer”) prior to the occurrence of an ElevationElevation with respect to such rights, part or interest: (a) Buyer may not make a Pre-Elevation Transfer (x) constituting a Specified Permitted Transfer without the prior consent of Seller and (y) otherwiseSeller, only with the prior which consent of Seller (shall not to be unreasonably withheld or delayed); provided, however, that no Pre-Elevation Transfer shall be effective unless (i) such Pre-Elevation Transfer does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the transferee in such Pre- Pre-Elevation Transfer (the “Transferee”) makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1, 8.1(c), 8.4(b) and 18.3 18.3, (subject iii) Buyer has paid or caused to be paid to Seller the transfer fee (if any) specified in Section 18.4 in E.1 of the case of Transaction Specific Terms (such fee, a Governmental Assignee“Participation Transfer Fee”) and (iiiiv) the Transferee (A) either (1a) is organized under the laws of the United States or any State thereof or (2b) has (1) represented to Seller that under applicable law and treaties no taxes will be required to be withheld by Seller with respect to any payments to be made to such Transferee in respect of the Transferred Rights and (B2) shall have furnished to Seller such forms, certifications, statements and other documents as Seller has requested or may request from time to time to evidence the Transferee's ’s exemption from the withholding of any tax imposed by any jurisdiction or to enable Seller to comply with any applicable laws or regulations relating thereto. There shall be no transfer fee payable to Seller in connection with the assignment by Xxxxx of all or any portion of the Participation. (b) Notwithstanding anything contained in this Section 10.1 to the contrary, Buyer may also grant one or more subparticipation(s) in the Participation and its rights under this Agreement, or any part thereof or interest therein, (x) constituting a Specified Permitted Transfer without the prior consent of or notice to Seller and (y) otherwise, only with the prior consent of Seller (not to be unreasonably withheld or delayed)Seller; provided, however, that no such subparticipation shall be effective unless (i) such subparticipation does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the subparticipant makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1(e) and (h) andand 18.3, and (iii) the subparticipant agrees to obtain from any Entity to which it transfers any interest therein for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1(e) and (h) and 18.3; provided further that, in the event of a subparticipation, Buyer shall remain solely responsible for its obligations under this Agreement and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s obligations hereunder and not with Buyer’s participant. 10.2 After an Elevation, Buyer may sell, assign, grant a participation in, or otherwise transfer all or any portion of the Transferred Rights, this Agreement and its rights under this Agreement, or any interest in any of the foregoing, but only to the extent of such Elevation, without the consent of or notice to Seller (each, a “Post-Elevation Transfer”); provided, however, that notwithstanding any such sale, assignment, participation or transfer, unless Seller otherwise consents in writing (which consent Seller shall not unreasonably withhold or delay), Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s obligations under this Agreement. 10.3 Seller may assign its rights under this Agreement without the prior consent of Buyer; provided, however, that Seller may not delegate its obligations under this Agreement without the prior consent of Buyer (which shall not be unreasonably withheld or delayed).

Further Transfers. 10.1 The provisions Both prior to and after Closing, Seller shall execute and deliver such further instruments of conveyance and transfer and take such additional action (including without limitation, all documents described or required under Section 2.5(b)) as Buyer may reasonably request to effect, consummate, confirm or evidence the transfer, as contemplated by this Section 10.1 Agreement, to Buyer of the Acquired Assets (including with respect to the transference of all Gaming Product Approvals, authorizations, accreditations and consents, if any, in connection therewith), and Seller shall apply execute such documents as may be necessary to assist Buyer in preserving or perfecting its rights (including ownership) in the Acquired Assets (collectively “Instruments of Conveyance”). Seller hereby designates Buyer as Seller’s attorney in fact and law for the purposes of executing any Instruments of Conveyance relating to any saleShuffler and DeckChecker Intellectual Property which are not timely (but no later than 30 days from Seller’s receipt) executed by Seller. Following the Closing, assignment Seller and Buyer agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all federal, state, local and other Tax Returns with respect to the Acquired Assets; provided that each Party shall reimburse the other Party for such other party’s reasonable out-of-pocket expenses in connection therewith. Seller agrees that, subsequent to the Closing, it shall refer all customer inquiries with respect to the Acquired Assets to Buyer. Seller further agrees that if, after the Closing, Seller discovers any other transfer Additional Books and Records (as defined below) or Additional Tools (as defined below) which Seller reasonably believed were not in existence as of the Participation or any of Buyer’s rights hereunder or any part thereof or interest therein Closing and which were not previously transferred to Buyer (each a such items shall be referred to herein as “Pre-Elevation TransferDiscovered Items”) prior to the occurrence of an Elevation: ), then (a) Buyer may make a Pre-Elevation Transfer (x) constituting a Specified Permitted Transfer without the prior consent of promptly following such discovery, for no additional consideration, Seller and (y) otherwise, only with the prior consent of Seller (not to be unreasonably withheld or delayed); provided, however, that no Pre-Elevation Transfer shall be effective unless (i) transfer such Pre-Elevation Transfer does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the transferee in such Pre- Elevation Transfer (the “Transferee”) makes Discovered Items to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1, 8.1(c), 8.4(b) and 18.3 (subject to Section 18.4 in the case of a Governmental Assignee) and (iii) the Transferee (A) either (1) is organized under the laws of the United States or any State thereof or (2) has represented to Seller that under applicable law and treaties no taxes will be required to be withheld by Seller with respect to any payments to be made to such Transferee in respect of the Transferred Rights and (B) shall have furnished to Seller such forms, certifications, statements and other documents as Seller has requested or may request from time to time to evidence the Transferee's exemption from the withholding of any tax imposed by any jurisdiction or to enable Seller to comply with any applicable laws or regulations relating thereto. There shall be no transfer fee payable to Seller in connection with the assignment by Xxxxx of all or any portion of the Participation. (b) Notwithstanding anything contained in this Section 10.1 to the contrary, Buyer may also grant one or more subparticipation(s) in the Participation and its rights under this Agreement, or any part thereof or interest therein, (x) constituting a Specified Permitted Transfer without the prior consent of or notice to Seller and (y) otherwise, only with the prior consent of Seller (not to be unreasonably withheld or delayed); provided, however, that no such subparticipation shall be effective unless (i) such subparticipation does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the subparticipant makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1(e) and (h) andany

Further Transfers. 10.1 The provisions Xxxxxx agrees to transfer to Xxxxxxx, free and clear of all liens and encumbrances, the entire rights in the Xxxxxx Interests not transferred pursuant to this Section 10.1 shall apply to any sale, assignment and any other transfer of the Participation or any of Buyer’s rights hereunder or any part thereof or interest therein (each a “Pre-Elevation Transfer”) prior to the occurrence of an Elevation: (a) Buyer may make a Pre-Elevation Transfer (x) constituting a Specified Permitted Transfer without the prior consent of Seller and (y) otherwise, only with the prior consent of Seller (not to be unreasonably withheld or delayed); provided, however, that no Pre-Elevation Transfer shall be effective unless Agreement at such time as (i) such Pre-Elevation Transfer does not violate any applicable law transfer is authorized by all necessary consents or regulation or cause Seller to violate or be in breach waivers of any provision the TCP Entities and the other Members of any Transaction Documentthe TCP Entities, and (ii) Xxxxxxx transfers to Xxxxxx, free and clear of all liens and encumbrances, Xxxxxxx’x entire rights in the transferee in 2,774 Membership Units of FDI, it being understood that such Pre- Elevation Transfer (transfer by Xxxxxxx shall occur only at such time as Xxxxxxx obtains the “Transferee”) makes to Buyer release of such Membership Units from that certain Membership Interest Pledge and Security Agreement given by Xxxxxxx for the benefit of Seller substantially each of the representations, warranties and covenants set forth Xxxxxx X. Xxxxxxxxx or his affiliates in Sections 5.1, 8.1(c), 8.4(b) and 18.3 (subject to Section 18.4 in the case of a Governmental Assignee) and (iii) the Transferee (A) either (1) is organized under the laws of the United States or any State thereof or (2) has represented to Seller that under applicable law and treaties no taxes will be required to be withheld by Seller with respect to any payments to certain debt owned by American Debt Analytics, LLC (the “Pledge Agreement”); it being further agreed that such transfers shall be made to such Transferee in respect for a consideration of the Transferred Rights and (B) shall have furnished to Seller such forms, certifications, statements and other documents as Seller has requested or may request from time to time to evidence the Transferee's exemption from the withholding $1.00. For purposes of any tax imposed by any jurisdiction or to enable Seller to comply with any applicable laws or regulations relating thereto. There shall be no transfer fee payable to Seller in connection with the assignment by Xxxxx of all or any portion of the Participation. (b) Notwithstanding anything contained in this Section 10.1 to the contrary, Buyer may also grant one or more subparticipation(s) in the Participation and its rights under this Agreement, “Permitted Liens” shall mean the Pledge Agreement, the Membership Control Agreements, Membership Unit Transfer (Buy/Sell) Agreements, Operating Agreements and Articles of Organization of the TCP Entities and the FDI Entities, provided nothing herein shall be deemed a consent or waiver of any part thereof rights of Xxxxxx to contest the validity and enforceability of the Pledge Agreement in respect to FDI and nothing herein shall be deemed a transfer by Xxxxxx of any of his Membership Units under the terms of any Membership Unit Transfer (Buy/Sell) Agreement or interest thereina transfer by Xxxxxxx of any of his Membership Units in FDI under the terms of any Membership Unit Transfer (Buy/Sell) Agreement. On the date of the further transfers contemplated by the Xxxxxxx 0, (x) constituting a Specified Permitted Transfer without Xxxxxxx agrees to an amendment to the prior Member Control Agreements to require that approval of any action to be taken by the Members whether under such agreements, or actions required or permitted by law, shall be taken only upon the vote or written consent of or notice to Seller and the Members holding at least seventy percent (y70%) otherwise, only with the prior consent of Seller (not to be unreasonably withheld or delayed); provided, however, that no such subparticipation shall be effective unless (i) such subparticipation does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the subparticipant makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1(e) and (h) andvoting rights of the Membership Units then outstanding.

Further Transfers. 10.1 The provisions of this Section 10.1 shall apply to any sale, assignment and any other transfer of the Participation or any of Buyer’s rights hereunder or any part thereof or interest therein (each a “Pre-Elevation Transfer”) prior to the occurrence of an Elevation: (a) Buyer may make a Pre-Elevation Transfer (x) constituting a Specified Permitted Transfer without the prior consent of Seller and (y) otherwise, only with the prior consent of Seller (not to be unreasonably withheld or delayed); provided, however, that no Pre-Elevation Transfer shall be effective unless (i) such Pre-Elevation Transfer does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the transferee in such Pre- Elevation Transfer (the “Transferee”) makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1, 8.1(c), 8.4(b) and 18.3 (subject to Section 18.4 in the case of a Governmental Assignee) and (iii) the Transferee (A) either (1) is organized under the laws of the United States or any State thereof or (2) has represented to Seller that under applicable law and treaties no taxes will be required to be withheld by Seller with respect to any payments to be made to such Transferee in respect of the Transferred Rights and (B) shall have furnished to Seller such forms, certifications, statements and other documents as Seller has requested or may request from time to time to evidence the Transferee's exemption from the withholding of any tax imposed by any jurisdiction or to enable Seller to comply with any applicable laws or regulations relating thereto. There shall be no transfer fee payable to Seller in connection with the assignment by Xxxxx of all or any portion of the Participation. (b) Notwithstanding anything contained in this Section 10.1 to the contrary, Buyer may also grant one or more subparticipation(s) in the Participation and its rights under this Agreement, or any part thereof or interest therein, (x) constituting a Specified Permitted Transfer without the prior consent of or notice to Seller and (y) otherwise, only with the prior consent of Seller (not to be unreasonably withheld or delayed); provided, however, that no such subparticipation shall be effective unless (i) such subparticipation does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the subparticipant makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1(e) and (h) andand 18.3 (subject to Section 18.4 in the case of a Governmental Assignee), and (iii) the subparticipant agrees to obtain from any Entity to which it transfers any interest therein for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1(e) and (h) and 18.3 (subject to Section 18.4 in the case of a Governmental Assignee); provided further that, in the event of a subparticipation, Buyer shall remain solely responsible for its obligations under this Agreement and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s obligations hereunder and not with Xxxxx’s participant. 10.2 After an Elevation, Buyer may sell, assign, grant a participation in, or otherwise transfer all or any portion of the Transferred Rights, this Agreement and its rights under this Agreement, or any interest in any of the foregoing, but only to the extent of such Elevation, without the consent of or notice to Seller (each, a “Post-Elevation Transfer”); provided, however, that notwithstanding any such sale, assignment, participation or transfer, unless Seller otherwise consents in writing (which consent Seller shall not unreasonably withhold or delay), Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s obligations under this Agreement. 10.3 Seller may not assign its rights or delegate its obligations under this Agreement without the prior consent of Buyer.

Further Transfers. 10.1 The provisions of this Section 10.1 shall apply to any sale, assignment and any other transfer of the Participation or any of Buyer’s rights hereunder or any part thereof or interest therein (each a “Pre-Elevation Transfer”) prior to the occurrence of an Elevation: (a) Buyer may make a Pre-Elevation Transfer (x) constituting a Specified Permitted Transfer without the prior consent of Stockholders and Seller and (y) otherwise, only with the prior consent of Seller (not to be unreasonably withheld or delayed); provided, however, that no Pre-Elevation Transfer shall be effective unless shall: (i) execute and deliver such Pre-Elevation Transfer does not violate any applicable law further instruments of conveyance and transfer and take such additional action as Buyer may reasonably request (including assisting Buyer in the collection of receivables) to effect, consummate, confirm or regulation or cause Seller evidence the sale and transfer to violate or be in breach of any provision of any Transaction DocumentBuyer the Business Assets, (ii) the transferee execute such documents and take all other actions as may be necessary to assist Buyer in such Pre- Elevation Transfer (the “Transferee”) makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1, 8.1(c), 8.4(b) and 18.3 (subject to Section 18.4 preserving or perfecting its rights in the case of a Governmental Assignee) Business Assets, and (iii) without limiting the Transferee (A) either (1) is organized under foregoing, execute and deliver such further instruments and take such additional actions as Buyer may reasonably request to effect, consummate, confirm or evidence the laws assumption by Buyer of the United States Contracts and other agreements, leases, contracts, and other commitments assumed pursuant to Section 1.1(a)(vi). In the event that Seller or any State thereof of Stockholders receive any payments, remittances or other amounts (2whether in cash or otherwise) has represented to Seller that under applicable law and treaties no taxes will be required to be withheld by Seller with respect to any payments to be made to such Transferee in respect of any Business Asset (including, without limitation, in respect of accounts receivable), such recipient shall immediately remit such amounts to Buyer in the Transferred Rights and (B) shall have furnished to Seller such forms, certifications, statements and other documents as Seller has requested or may request from time to time to evidence the Transferee's exemption from the withholding of any tax imposed by any jurisdiction or to enable Seller to comply with any applicable laws or regulations relating thereto. There shall be no transfer fee payable to Seller in connection with the assignment by Xxxxx of all or any portion of the Participationidentical form received. (b) Notwithstanding anything contained in this Section 10.1 Without limiting the foregoing, to the contrary, extent that the assignment by Seller to Buyer may also grant one of any Contract (as set forth in Section 1.1(a)(vi) above) is not permitted or more subparticipation(s) in the Participation and its rights under this Agreement, is prohibited by any Governmental Entity or any part thereof or interest therein, (x) constituting a Specified Permitted Transfer is not permitted without the prior consent of or notice to any other party to such Contract, neither this Agreement nor any other agreement contemplated hereunder (including, without limitation, any xxxx of sale or assumption agreement) shall be deemed to constitute an assignment of any such Contract if such consent or notice is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Contract, and Seller will take such provisions as to ensure that Buyer shall not assume or be liable for any obligations or liabilities under any such Contract. Seller shall (and the Stockholders shall cause Seller to) use its reasonable efforts to advise Buyer promptly in writing with respect to any such Contract which Seller or any Stockholder knows or has reason to believe will or may not be subject to assignment to Buyer. If any consent or notice with respect to any Contract is not obtained or given, as the case may be, or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall (yand the Stockholders shall cause Seller to) otherwise, only cooperate with Buyer following the Closing Date in any reasonable arrangement designed to provide Buyer with the prior consent of Seller rights and benefits (not subject to be unreasonably withheld or delayed); providedthe obligations) under any such Contract, however, that no such subparticipation shall be effective unless (i) such subparticipation does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the subparticipant makes to Buyer including enforcement for the benefit of Buyer of any and all rights of Seller substantially each against any other party arising out of any breach or cancellation of any such Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require. If by the representationsClosing Date, warranties assignment permission is refused or otherwise not granted by customers which provided more than five percent (5%) of Seller's combined revenue in the year 2001, then Buyer may terminate this Agreement and covenants set forth in Sections 5.1(e) and (h) andno Party shall have any ongoing obligations hereunder.

Further Transfers. 10.1 The provisions of this Section 10.1 shall apply to any sale, assignment and any other transfer of the Participation or any of Buyer’s rights hereunder or any part thereof or interest therein (each a “Pre-Elevation Transfer”) prior to the occurrence of an ElevationElevation with respect to such rights, part or interest: (a) Buyer may not make a Pre-Elevation Transfer (x) constituting a Specified Permitted Transfer without the prior consent of Seller and (y) otherwiseSeller, only with the prior which consent of Seller (shall not to be unreasonably withheld or delayed); provided, however, that no Pre-Elevation Transfer shall be effective unless (i) such Pre-Elevation Transfer does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the transferee in such Pre- Pre-Elevation Transfer (the “Transferee”) makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1, 8.1(c), 8.4(b8.5(b) and 18.3 18.3, (subject iii) Buyer has paid or caused to be paid to Seller the transfer fee (if any) specified in Section 18.4 in E.1 of the case of Transaction Specific Terms (such fee, a Governmental Assignee“Participation Transfer Fee”) and (iiiiv) the Transferee (A) either (1a) is organized under the laws of the United States or any State thereof or (2b) has (1) represented to Seller that under applicable law and treaties no taxes will be required to be withheld by Seller with respect to any payments to be made to such Transferee in respect of the Transferred Rights and (B2) shall have furnished to Seller such forms, certifications, statements and other documents as Seller has requested or may request from time to time to evidence the Transferee's ’s exemption from the withholding of any tax imposed by any jurisdiction or to enable Seller to comply with any applicable laws or regulations relating thereto. There Nothing in this clause (a) shall be no transfer fee payable to Seller in connection with prohibit the assignment grant of a security interest by Xxxxx over all of all or any portion of its right, title and interest under this Agreement, the ParticipationParticipation and its rights in the Loans to the Trustee under the Indenture. (b) Notwithstanding anything contained in this Section 10.1 to the contrary, Buyer may also grant one or more subparticipation(s) in the Participation and its rights under this Agreement, or any part thereof or interest therein, (x) constituting a Specified Permitted Transfer without the prior consent of or notice to Seller and (y) otherwise, only with the prior consent of Seller (not to be unreasonably withheld or delayed)Seller; provided, however, that no such subparticipation shall be effective unless (i) such subparticipation does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the subparticipant makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1(e) and (h) andand 18.3, and (iii) the subparticipant agrees to obtain from any Entity to which it transfers any interest therein for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1(e) and (h) and 18.3; provided further that, in the event of a subparticipation, Buyer shall remain solely responsible for its obligations under this Agreement and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s obligations hereunder and not with Xxxxx’s participant.

Further Transfers. 10.1 The provisions of this Section 10.1 shall apply to any sale6.1. Participant may sell, assignment and any other assign, grant a participation in, or otherwise transfer of the Participation or any of Buyer’s rights hereunder or any part thereof or interest therein (each a “Pre-Elevation Transfer”) prior to the occurrence of an Elevation: (a) Buyer may make a Pre-Elevation Transfer (x) constituting a Specified Permitted Transfer without the prior consent of Seller and (y) otherwise, only with the prior consent of Seller (not to be unreasonably withheld or delayed); provided, however, that no Pre-Elevation Transfer shall be effective unless (i) such Pre-Elevation Transfer does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the transferee in such Pre- Elevation Transfer (the “Transferee”) makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1, 8.1(c), 8.4(b) and 18.3 (subject to Section 18.4 in the case of a Governmental Assignee) and (iii) the Transferee (A) either (1) is organized under the laws of the United States or any State thereof or (2) has represented to Seller that under applicable law and treaties no taxes will be required to be withheld by Seller with respect to any payments to be made to such Transferee in respect of the Transferred Rights and (B) shall have furnished to Seller such forms, certifications, statements and other documents as Seller has requested or may request from time to time to evidence the Transferee's exemption from the withholding of any tax imposed by any jurisdiction or to enable Seller to comply with any applicable laws or regulations relating thereto. There shall be no transfer fee payable to Seller in connection with the assignment by Xxxxx of all or any portion of the Participation. (b) Notwithstanding anything contained in this Section 10.1 to the contraryAgreement, Buyer may also grant one or more subparticipation(s) in the Participation and its rights under this Agreement, or any part thereof interest in the Participation, the Participated Assets or interest thereinthe Transferred Rights relating thereto, (x) constituting a Specified Permitted Transfer in each case without the Grantor’s prior consent of or notice to Seller and (y) otherwiseconsent, only with the prior consent of Seller (not to be unreasonably withheld or delayed); provided, however, that no such subparticipation shall be effective unless (i) such subparticipation does sale, assignment, participation, or transfer shall comply with any applicable requirements in the related Underlying Instruments and shall not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction DocumentApplicable Law, and (ii) notwithstanding any such sale, assignment, participation or transfer, unless Grantor otherwise consents in writing or except as provided herein, (A) Participant’s obligations to Grantor under this Agreement shall remain in full force and effect until fully paid, performed, and satisfied and (B) Grantor shall continue to deal solely and directly with Participant in connection with Participant’s obligations under this Agreement. 6.2. Grantor acknowledges that on the subparticipant makes Closing Date, (i) OFS Capital, LLC will, pursuant to Buyer the Loan Sale Agreement, sell, assign, transfer and convey all of its right, title and interest in and to the Participation and this Agreement to OFS Capital WM, LLC and (ii) OFS Capital WM, LLC will, pursuant to the Loan Agreement, xxxxx x xxxx on and security interest in all of its interests in the Participation and rights under this Agreement as Collateral under the Loan Agreement to the Trustee for the benefit of Seller substantially each the Secured Parties. As such, on the Closing Date, immediately following the grant of the representationsParticipation to OFS Capital, warranties LLC, OFS Capital WM, LLC shall become and covenants set forth in Sections 5.1(e) be the Participant hereunder for all purposes hereof. The term “Participant” as used herein means the then current owner of the rights of the Participant under this Agreement. The Trustee shall be considered a third party beneficiary of this Agreement and (h) andmay enforce this Agreement against the Grantor for the benefit of the Secured Parties as if a party hereof.

Further Transfers. 10.1 The provisions of this Section 10.1 shall apply to any sale, assignment and any other transfer of the Participation or any of Buyer’s rights hereunder or any part thereof or interest therein (each a “Pre-Elevation Transfer”) prior to the occurrence of an Elevation: (a) Buyer may not make a Pre-Elevation Transfer (x) constituting a Specified Permitted Transfer without the prior consent of Seller and (y) otherwiseSeller, only with the prior which consent of Seller (shall not to be unreasonably withheld or delayed); provided, however, that no Pre-Elevation Transfer shall be effective unless (i) such Pre-Elevation Transfer does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the transferee in such Pre- Pre-Elevation Transfer (the “Transferee”) makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1, 8.1(c), 8.4(b8.5(b) and 18.3 18.3, (subject iii) Buyer has paid or caused to be paid to Seller the transfer fee (if any) specified in Section 18.4 in E.1 of the case of Transaction Specific Terms (such fee, a Governmental Assignee“Participation Transfer Fee”) and (iiiiv) the Transferee (A) either (1) is organized under the laws of the United States or any State thereof or (2) has represented to Seller that under applicable law and treaties no taxes will be required to be withheld by Seller with respect to any payments to be made to such Transferee in respect of the Transferred Rights and (B) shall have furnished to Seller such forms, certifications, statements and other documents as Seller has requested or may request from time to time to evidence the Transferee's exemption from the withholding of any tax imposed by any jurisdiction or to enable Seller to comply with any applicable laws or regulations relating thereto. There shall be no transfer fee payable to Seller in connection with the assignment by Xxxxx of all or any portion of the Participation. (b) Notwithstanding anything contained in this Section 10.1 to the contrary, if specified in Section E.3 of the Transaction Specific Terms, Buyer may also grant one or more subparticipation(s) in the Participation and its rights under this Agreement, or any part thereof or interest therein, (x) constituting a Specified Permitted Transfer without the prior consent of or notice to Seller and (y) otherwise, only with the prior consent of Seller (not to be unreasonably withheld or delayed)Seller; provided, however, that no such subparticipation shall be effective unless (i) such subparticipation does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Transaction Document, (ii) the subparticipant makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1(e) and (h) andand 18.3, and (iii) the subparticipant agrees to obtain from any Entity to which it transfers any interest therein for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1(e) and (h) and 18.3; provided further that, in the event of a subparticipation, Buyer shall remain solely responsible for its obligations under this Agreement and Seller shall continue to deal solely and directly with Buyer in connection with Bxxxx’s obligations hereunder and not with Bxxxx’s participant.