Common use of Right of Transfer Clause in Contracts

Right of Transfer. (a) Subject to Section 15(c) hereof, ESPV and any of its Affiliates which make Purchases hereunder may, upon the prior written consent of RB (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required (i) in connection with a transfer by or among ESPV and its Affiliates or (ii) during such times as RB is in breach of this Agreement (solely to the extent such breach continues uncured for a period of thirty (30) calendar days)), assign the Participation Interests and/or their respective rights under this Agreement (each a “Participation Right”) to any other entity subject to such assignee agreeing in writing to be bound by the terms set forth in this Agreement, subject to Section 15(b). (b) Upon the transfer by ESPV or any of its Affiliates of any Participation Right pursuant to Section 15(a), ESPV or any of its Affiliates which transfer a Participation Right shall have no further obligations hereunder with respect to such Participation Right provided that such assignee shall have agreed in writing to be bound by the terms set forth in this Agreement. Similarly, after any such assignment, RB will have no right to enforce any provision of this Agreement against ESPV or its Affiliates, as assignors, and shall look to the assignee as the counterparty to this Agreement. (c) RB, in its capacity as registrar (the “Registrar”), acting solely for this purpose also as a non-fiduciary agent of the applicable Borrowers, shall maintain at an office located in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. United States a copy of the issuance and each assignment of the Participation Interests delivered to the Registrar and a register (the “Register”) for the recordation of the names and addresses of the original owners, assignees and participants, and the principal amount and stated interest of Participation Interests held by the original owner and each assignee thereof from time to time. The Register may be in electronic form. The entries of the Register shall be conclusive evidence of, and the Registrar, ESPV and all of its assignees shall treat each Person whose name is recorded in the Register pursuant to these terms as the owner of, such Participation Interests for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be kept confidential except the Registrar may disclose the Register to its agents, advisors, counsel and accountants, as required under the Requirements and in connection with any litigation hereunder and expect to the extent that such disclosure is necessary to establish that any participation and any obligation to which the participation relates is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Any fees and expenses of the Registrar for its services shall be charged to the registered owner of the Participation Interests and not to the Registrar. Notwithstanding anything to the contrary contained herein, the Participation Interests and this Agreement are registered obligations and the right, title, and interest of each holder of a Participation Interest, and their assignees, in and to such Participation Interest (or any rights under this Agreement) shall be transferable only upon notation of such transfer in the Register. This Section 15 shall be construed so that the Borrowers’ obligations under the Loan Documents, the Receivables and the Participation Interests are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related Treasury regulations promulgated thereunder.

Right of Transfer. (a) Subject to Section 15(c) hereof, ESPV and any of its Affiliates which make Purchases hereunder may, upon the prior written consent of RB (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required (i) in connection with a transfer by or among ESPV and its Affiliates or (ii) during such times as RB is in breach of this Agreement (solely to the extent such breach continues uncured for a period of thirty (30) calendar days)), assign the Participation Interests and/or their respective rights under this Agreement (each a “Participation Right”) to any other entity subject to such assignee agreeing in writing to be bound by the terms set forth in this Agreement, subject to Section 15(b). (b) Upon the transfer by ESPV or any of its Affiliates of any Participation Right pursuant to Section 15(a), ESPV or any of its Affiliates which transfer a Participation Right shall have no further obligations hereunder with respect to such Participation Right provided that such assignee shall have agreed in writing to be bound by the terms set forth in this Agreement. Similarly, after any such assignment, RB will have no right to enforce any provision of this Agreement against ESPV or its Affiliates, as assignors, and shall look to the assignee as the counterparty to this Agreement. (c) RB, in its capacity as registrar (the “Registrar”), acting solely for this purpose also as a non-fiduciary agent of the applicable Borrowers, shall maintain at an office located in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 24B-2 OF THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED. United States a copy of the issuance and each assignment of the Participation Interests delivered to the Registrar and a register (the “Register”) for the recordation of the names and addresses of the original owners, assignees and participants, and the principal amount and stated interest of Participation Interests held by the original owner and each assignee thereof from time to time. The Register may be in electronic form. The entries of the Register shall be conclusive evidence of, and the Registrar, ESPV and all of its assignees shall treat each Person whose name is recorded in the Register pursuant to these terms as the owner of, such Participation Interests for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be kept confidential except the Registrar may disclose the Register to its agents, advisors, counsel and accountants, as required under the Requirements and in connection with any litigation hereunder and expect to the extent that such disclosure is necessary to establish that any participation and any obligation to which the participation relates is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Any fees and expenses of the Registrar for its services shall be charged to the registered owner of the Participation Interests and not to the Registrar. Notwithstanding anything to the contrary contained herein, the Participation Interests and this Agreement are registered obligations and the right, title, and interest of each holder of a Participation Interest, and their assignees, in and to such Participation Interest (or any rights under this Agreement) shall be transferable only upon notation of such transfer in the Register. This Section 15 shall be construed so that the Borrowers’ obligations under the Loan Documents, the Receivables and the Participation Interests are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related Treasury regulations promulgated thereunder.