Common use of Transfer of Company Interest Clause in Contracts

Transfer of Company Interest. (a) Subject to Sections 9.1(b), (c), (d) and (e), no Member will be permitted to (i) sell, exchange, transfer, assign, participate, pledge or otherwise dispose of (a “Transfer”) or (ii) give, encumber, assign, pledge, mortgage, hypothecate or otherwise use as collateral or other security all or any part of its Interest without the written consent of the other Members; provided, that (but subject to Sections 9.1(b), (c), (d) and (e)) (A) a Member may Transfer all or part of its Interest (the “Transferred Interest”) to an Affiliate at any time, but in the event of the Transfer of the Interest of a Member (the “Transferring Member”) to an Affiliate (other than a Permitted Affiliate Transfer), the Transferring Member shall remain liable for all obligations applicable to the Transferred Interest; provided, further, that if the Transferring Member requests the consent of the other Members (the “Non Transferring Members”) to approve the release of the Transferring Member from any future obligations applicable to the Transferred Interest, the Non Transferring Members shall not unreasonably withhold, condition or delay their consent to such release (provided that the proposed replacement member has a creditworthiness substantially similar to, or greater than, the creditworthiness of the Transferring Member), and (B) from and after the third anniversary of the date hereof, the Transfer of the Interest of a Member to a third party purchaser in a bona fide transaction will be permitted (subject to the next following sentence), if the Transferring Member provides notice to the Non Transferring Members of the terms of the proposed Transfer of the offered Interests (the “Offered Interests”) (including the price for the proposed Transfer (the “Offer Price”)), and the Non-Transferring Members do not within the Exercise Period (as defined below) exercise their rights of first offer to acquire the Transferring Member’s Offered Interests at a price equal to the Offer Price. To the extent that the Non-Transferring Members elect not to acquire any of the Offered Interests, the Transferring Member will have ninety (90) days following the expiration of the Exercise Period to sell such Offered Interests to the Proposed Transferee at a price at least equal to 95% of the Offer Price and subject to terms that are substantially similar to those proposed by the Transferring Member to the Non-Transferring Member, or better, taken as a whole, for the Transferring Member; provided, that (x) in the event of any Transfer by the Members other than Springleaf, the Managing Member consents to the identity of the proposed transferee (the “Proposed Transferee”), such consent not to be unreasonably withheld, conditioned or delayed if the Proposed Transferee has a creditworthiness substantially similar to, or greater than, the creditworthiness of the Transferring Member (taking into account any credit support provided with respect to such Transferring Member, including, with respect to BTO Willow Holdings, L.P., the Blackstone Letter), and (y) in the event of any Transfer by Springleaf, NRZ consents to the Proposed Transferee, such consent not to be unreasonably withheld, conditioned or delayed if the Proposed Transferee has a creditworthiness substantially similar to, or greater than, the creditworthiness of the Transferring Member (taking into account any credit support provided with respect to such Transferring Member). Each Non-Transferring Member will have the right to purchase all or any portion of the Offered Interests offered to be sold by the Transferring Member. The Non-Transferring Members will have fifteen (15) days (the “Exercise Period”) to decide whether to purchase Offered Interests. Each Non-Transferring Member exercising its right of first offer will have up to thirty (30) days following the Exercise Period to consummate the purchase of the Offered Interests. The right of first offer shall not apply to the Transfer of Interests to any Affiliate of the Transferring Member. In the event more than one Non Transferring Member elects to purchase the Offered Interests, the portion of the Offered Interests to be purchased by such Non Transferring Members shall be determined on a pro rata basis in accordance with such Non Transferring Members’ respective Interests. If the Major Parties provide notice of their intent to Transfer all their Interests that, in the aggregate, are equal to or in excess of an aggregate Membership Percentage equal to 50%, in any Drag-Along Sale, then any exercise of the right of first offer shall be for all Offered Interests (not in part). (b) The Managing Member shall at all times retain a Membership Percentage equal to or greater than 10% of the aggregate Interests of all Members, unless the Managing Member obtains the prior written consent of Blackstone and NRZ to retain a Membership Percentage less than 10% of the aggregate Interests of all Members. The Managing Member may not transfer its right to act as the Managing Member to any Person that is not a wholly owned direct or indirect subsidiary of SFI without the prior written consent of Blackstone and NRZ. (c) The rights of each Member set forth in Sections 3.1(c), 3.2(a), 3.5, 5.2, 5.3 and Section 7 of Schedule II, the rights of Blackstone under Section 6.1(c) and (d) with respect to its failure to make a Mandatory Capital Contribution, and the rights of each Member to Transfer its Interest to a third party purchaser in a bona fide transaction under Section 9.1(a), are non-transferable; provided, that each Member may transfer such rights, to the extent held by such Member, to one transferee that together with its Affiliates would hold an aggregate Membership Percentage equal to or greater than 10% of the aggregate Interests of all Members following such transfer. (d) No Member may transfer shares to any Competitor of SFI or its wholly owned subsidiaries without the consent of Springleaf (which consent shall not be unreasonably withheld); provided, that no such consent of Springleaf shall be required if the Competitor that is a proposed transferee agrees that it shall not have the right to attend any quarterly meeting pursuant to Section 5.2 nor the right to request or receive any Confidential Information (other than, to the extent such information constitutes Confidential Information, normal monthly, quarterly or annual servicing reports, Company financial statements or similar Loan performance information). (e) No Member may Transfer all or part of its Interest, and any such attempted Transfer shall be void ab initio, unless the following conditions are met: (i) prior to and as a condition of such Transfer, the Transferring Member obtains a certification from the prospective transferee, in which the prospective transferee certifies that the representations and warranties set forth in Section 3.8(n) and (o) are true and will be true, to the extent they refer to future occurrences, in all respects; (ii) after giving effect to such transaction, there are (A) no more than 15 Members of the Company and (B) no more than 95 beneficial owners of the Company or any entity owned by the Company for purposes of section 1.7704-1(h) of the Treasury Regulations, including as a beneficial owner with respect to an entity owned by the Company a holder of “notes” which have been issued by such entity (and not otherwise retained by such entity), which notes were not issued pursuant to a “will” level opinion as to their treatment as debt for Federal income tax purposes; and (iii) after giving effect to such Transfer, the Company would not be required to register as an investment company under, or otherwise be in violation of, the Investment Company Act of 1940 or any rules or regulations promulgated thereunder. (f) In the event of a purported Transfer by a Member of any Interest in violation of the provisions of this Agreement, such purported Transfer shall be void, and the Company will not give effect to such Transfer.

Transfer of Company Interest. (a) Subject to Sections 9.1(b), (c), (d) and (e), no Member will be permitted to (i) sell, exchange, transfer, assign, participate, pledge or otherwise dispose of (a “Transfer”) or (ii) give, encumber, assign, pledge, mortgage, hypothecate or otherwise use as collateral or other security all or any part of its Interest without the written consent of the other Members; provided, that (but subject to Sections 9.1(b), (c), (d) and (e)) (A) a Member may Transfer all or part of its Interest (the “Transferred Interest”) to an Affiliate at any time, but in the event of the Transfer of the Interest of a Member (the “Transferring Member”) to an Affiliate (other than a Permitted Affiliate Transfer), the Transferring Member shall remain liable for all obligations applicable to the Transferred Interest; provided, further, that if the Transferring Member requests the consent of the other Members (the “Non Transferring Members”) to approve the release of the Transferring Member from any future obligations applicable to the Transferred Interest, the Non Transferring Members shall not unreasonably withhold, condition or delay their consent to such release (provided that the proposed replacement member has a creditworthiness substantially similar to, or greater than, the creditworthiness of the Transferring Member), and (B) from and after the third anniversary of the date hereof, the Transfer of the Interest of a Member to a third party purchaser in a bona fide transaction will be permitted (subject to the next following sentence), if the Transferring Member provides notice to the Non Transferring Members of the terms of the proposed Transfer of the offered Interests (the “Offered Interests”) (including the price for the proposed Transfer (the “Offer Price”)), and the Non-Transferring Members do not within the Exercise Period (as defined below) exercise their rights of first offer to acquire the Transferring Member’s Offered Interests at a price equal to the Offer Price. To the extent that the Non-Transferring Members elect not to acquire any of the Offered Interests, the Transferring Member will have ninety (90) days following the expiration of the Exercise Period to sell such Offered Interests to the Proposed Transferee at a price at least equal to 95% of the Offer Price and subject to terms that are substantially similar to those proposed by the Transferring Member to the Non-Transferring Member, or better, taken as a whole, for the Transferring Member; provided, that (x) in the event of any Transfer by the Members other than Springleaf, the Managing Member consents to the identity of the proposed transferee (the “Proposed Transferee”), such consent not to be unreasonably withheld, conditioned or delayed if the Proposed Transferee has a creditworthiness substantially similar to, or greater than, the creditworthiness of the Transferring Member (taking into account any credit support provided with respect to such Transferring Member, including, with respect to BTO Willow Holdings, L.P., the Blackstone Letter), and (y) in the event of any Transfer by Springleaf, NRZ consents to the Proposed Transferee, such consent not to be unreasonably withheld, conditioned or delayed if the Proposed Transferee has a creditworthiness substantially similar to, or greater than, the creditworthiness of the Transferring Member (taking into account any credit support provided with respect to such Transferring Member). Each Non-Transferring Member will have the right to purchase all or any portion of the Offered Interests offered to be sold by the Transferring Member. The Non-Transferring Members will have fifteen (15) days (the “Exercise Period”) to decide whether to purchase Offered Interests. Each Non-Transferring Member exercising its right of first offer will have up to thirty (30) days following the Exercise Period to consummate the purchase of the Offered Interests. The right of first offer shall not apply to the Transfer of Interests to any Affiliate of the Transferring Member. In the event more than one Non Transferring Member elects to purchase the Offered Interests, the portion of the Offered Interests to be purchased by such Non Transferring Members shall be determined on a pro rata basis in accordance with such Non Transferring Members’ respective Interests. If the Major Parties provide notice of their intent to Transfer all their Interests that, in the aggregate, are equal to or in excess of an aggregate Membership Percentage equal to 50%% , in any Drag-Along Sale, then any exercise of the right of first offer shall be for all Offered Interests (not in part). (b) The Managing Member shall at all times retain a Membership Percentage equal to or greater than 10% of the aggregate Interests of all Members, unless the Managing Member obtains the prior written consent of Blackstone and NRZ to retain a Membership Percentage less than 10% of the aggregate Interests of all Members. The Managing Member may not transfer its right to act as the Managing Member to any Person that is not a wholly owned direct or indirect subsidiary of SFI without the prior written consent of Blackstone and NRZ. (c) The rights of each Member set forth in Sections 3.1(c), 3.2(a), 3.5, 5.2, 5.3 and Section 7 of Schedule II, the rights of Blackstone under Section 6.1(c) and (d) with respect to its failure to make a Mandatory Capital Contribution, and the rights of each Member to Transfer its Interest to a third party purchaser in a bona fide transaction under Section 9.1(a), are non-transferable; provided, that each Member may transfer such rights, to the extent held by such Member, to one transferee that together with its Affiliates would hold an aggregate Membership Percentage equal to or greater than 10% of the aggregate Interests of all Members following such transfer. (d) No Member may transfer shares to any Competitor of SFI or its wholly owned subsidiaries without the consent of Springleaf (which consent shall not be unreasonably withheld); provided, that no such consent of Springleaf shall be required if the Competitor that is a proposed transferee agrees that it shall not have the right to attend any quarterly meeting pursuant to Section 5.2 nor the right to request or receive any Confidential Information (other than, to the extent such information constitutes Confidential Information, normal monthly, quarterly or annual servicing reports, Company financial statements or similar Loan performance information). (e) No Member may Transfer all or part of its Interest, and any such attempted Transfer shall be void ab initio, unless the following conditions are met: (i) prior to and as a condition of such Transfer, the Transferring Member obtains a certification from the prospective transferee, in which the prospective transferee certifies that the representations and warranties set forth in Section 3.8(n) and (o) are true and will be true, to the extent they refer to future occurrences, in all respects; (ii) after giving effect to such transaction, there are (A) no more than 15 Members of the Company and (B) no more than 95 beneficial owners of the Company or any entity owned by the Company for purposes of section 1.7704-1(h) of the Treasury Regulations, including as a beneficial owner with respect to an entity owned by the Company a holder of “notes” which have been issued by such entity (and not otherwise retained by such entity), which notes were not issued pursuant to a “will” level opinion as to their treatment as debt for Federal income tax purposes; and (iii) after giving effect to such Transfer, the Company would not be required to register as an investment company under, or otherwise be in violation of, the Investment Company Act of 1940 or any rules or regulations promulgated thereunder. (f) In the event of a purported Transfer by a Member of any Interest in violation of the provisions of this Agreement, such purported Transfer shall be void, and the Company will not give effect to such Transfer.

Transfer of Company Interest. (a) Subject to Sections 9.1(b), (c), (d) and (ed), no Member will be permitted to (i) sell, exchange, transfer, assign, participate, pledge or otherwise dispose of (a “Transfer”) or (ii) give, encumber, assign, pledge, mortgage, hypothecate or otherwise use as collateral or other security all or any part of its Interest without the written consent of the other Members; provided, that (but subject to Sections 9.1(b), (c), (d) and (e)) (A) a Member may Transfer all or part of its Interest (the “Transferred Interest”) to an Affiliate at any time, but in the event of the Transfer of the Interest of a Member (the “Transferring Member”) to an Affiliate (other than a Permitted Affiliate Transfer)Affiliate, the Transferring Member shall remain liable for all obligations applicable to the Transferred Interest; provided, further, that if the Transferring Member requests the consent of the other Members (the “Non Non-Transferring Members”) to approve the release of the Transferring Member from any future obligations applicable to the Transferred Interest, the Non Non-Transferring Members shall not unreasonably withhold, condition or delay their consent to such release (provided that the proposed replacement member has a creditworthiness substantially similar to, or greater than, the creditworthiness of the Transferring Member), and (B) from and after the third anniversary of the date hereof, the Transfer of the Interest of a Member to a third party purchaser in a bona fide transaction will be permitted (subject to the next following sentence), if (i) the Transferring Member provides written notice to the Non Non-Transferring Members of the terms of the proposed Transfer of its desire to sell the offered Interests (the “Offered Interests”) (including the price for the proposed Transfer (the “Offer Price”)), and (ii) the Non-Transferring Members do either (x) offer to purchase all of such Offered Interests within twenty (20) days of receipt of such notice (the “Exercise Period”) at a price that is rejected by the Transferring Member, (y) choose not to offer to purchase the Offered Interests within the Exercise Period Period, or (as defined belowz) exercise their rights of first offer with respect to acquire the Transferring Member’s Offered Interests at a price equal to the Offer Price. To the extent that the Non-Transferring Members elect not who have made an offer which has been accepted by the Transferring Member (such price in clause (x) or (z), the “Price Floor”), fail to acquire any consummate the purchase of the Offered InterestsInterests within thirty (30) days of the expiry of the Exercise Period negotiating in good faith (such date, the “Negotiation Period End-Date”); provided that, if the applicable Members are actively negotiating in good faith as of such initial Negotiation Period End-Date, the Negotiation Period End-Date shall be extended until the sixtieth (60th) day following the expiry of the Exercise Period. The Transferring Member will have ninety (90) days following the expiration later of the expiry of the Exercise Period and the Negotiation Period End-Date to sell such Offered Interests to the Proposed Transferee a third party at a price at least equal to 95the 105% of the Offer Price Floor, if one exists, and subject to terms that are substantially similar to those proposed by the Transferring Member to the Non-Transferring Memberif no such Price Floor exists, or better, taken as a whole, for the Transferring Memberat any price; provided, that (x) in the event of any Transfer by Transfer, each of the Members other than Springleaf, the Managing Member consents to the identity of the proposed transferee (the “Proposed Transferee”), such consent not to be unreasonably withheld, conditioned or delayed if the Proposed Transferee has a creditworthiness substantially similar to, or greater than, the creditworthiness of the Transferring Member (taking into account any credit support provided with respect to such that the Members acknowledge and agree that if (x) the Members (other than the Transferring Member, including, with respect ) have reasonable concerns about such Proposed Transferee’s ability to BTO Willow Holdings, L.P., fulfill the Blackstone Letter), and obligations of the Managing Member or (y) in the event of there is material litigation pending between any Transfer by Springleaf, NRZ consents to such Members and the Proposed Transferee, then in each case the Members may take into account whether such consent not to be unreasonably withheld, conditioned or delayed if the Proposed Transferee has a creditworthiness substantially similar to, shall become the Successor Managing Member in determining whether to provide or greater than, the creditworthiness of the Transferring Member (taking into account any credit support provided with respect to such Transferring Memberwithhold its consent). Each Non-Transferring Member will have the right to purchase all or any portion of the Offered Interests offered to be sold by the Transferring Member. The Non-Transferring Members will have fifteen (15) days (the “Exercise Period”) to decide whether to purchase Offered Interests. Each Non-Transferring Member exercising its right of first offer and for which the Transferring Member has accepted the price offered by such Non-Transferring Member will have up to thirty (30) days following until the Exercise Negotiation Period End-Date to consummate the purchase of the Offered Interests. The right of first offer shall not apply to the Transfer of Interests to any Affiliate of the Transferring Member. In the event more than one Non Non-Transferring Member elects to purchase the Offered Interests, the portion of the Offered Interests to be purchased by such Non Non-Transferring Members shall be determined on a pro rata basis in accordance with such Non Non-Transferring Members’ respective Interests. If Notwithstanding anything to the Major Parties provide notice contrary, (i) NRZ may not Transfer any Interest to a third party purchaser under Section 9.1(a)(B) without the consent of their intent Blackstone (in its sole discretion), until the earlier of (I) three (3) years from the date hereof, and (II) the Blackstone Aggregate ROI Achievement Date; and (ii) Blackstone may not Transfer any Interest to Transfer all their Interests thata third party purchaser under Section 9.1(a)(B) without the consent of NRZ (in its sole discretion), in until the aggregateearlier of (I) three (3) years from the date hereof, are equal to or in excess of an aggregate Membership Percentage equal to 50%, in any Drag-Along Sale, then any exercise of and (II) the right of first offer shall be for all Offered Interests (not in part)NRZ Aggregate ROI Achievement Date. (b) The Managing Member shall at all times retain no longer be entitled to remain Managing Member if, collectively with its Affiliates, it owns a Membership Percentage equal to or greater of less than 10% of the aggregate Interests of all Members, unless the Managing Member obtains the prior written consent of Blackstone and NRZ to retain its role of Managing Member despite its ownership, collectively with its Affiliates, of a Membership Percentage less than 10% of the aggregate Interests of all Members. The Except in connection with the sale by the Managing Member and its Affiliates, collectively, of their entire Interest in the Company in accordance with the terms of this Agreement, the Managing Member may not transfer its right to act as the Managing Member to any Person that is not a wholly owned direct or indirect subsidiary of SFI without the prior written consent of Blackstone and NRZ. (c) The rights of each Member set forth in Sections 3.1(c), 3.2(a), 3.5, 5.2, 5.3 and Section 7 of Schedule II, the rights of Blackstone under Section 6.1(c) and (d) with respect to its failure to make a Mandatory Capital Contribution5.3, and the rights of each Member to Transfer its Interest to a third party purchaser in a bona fide transaction under Section 9.1(a), are non-transferable; provided, that each Member may transfer such rights, to the extent held by such Member, to one transferee that together with its Affiliates would hold an aggregate Membership Percentage equal to or greater than 10% of the aggregate Interests of all Members following such transfer. (d) No Member may transfer shares to any Competitor of SFI or its wholly owned subsidiaries without the consent of Springleaf (which consent shall not be unreasonably withheld); provided, that no such consent of Springleaf shall be required if the Competitor that is a proposed transferee agrees that it shall not have the right to attend any quarterly meeting pursuant to Section 5.2 nor the right to request or receive any Confidential Information (other than, to the extent such information constitutes Confidential Information, normal monthly, quarterly or annual servicing reports, Company financial statements or similar Loan performance information). (e) No Member may Transfer all or part of its Interest, and any such attempted Transfer shall be void ab initio, unless the following conditions are met: (i) prior to and as a condition of such Transfer, the Transferring Member obtains a certification from the prospective transferee, in which the prospective transferee certifies that the representations and warranties set forth in Section 3.8(n) and (o) are true and will be true, to the extent they refer to future occurrences, in all respects; (ii) after giving effect to such transaction, there are (A) no more than 15 Members of the Company and (B) no more than 95 beneficial owners of the Company or any entity owned by the Company for purposes of section 1.7704-1(h) of the Treasury Regulations, including as a beneficial owner with respect to an entity owned by the Company a holder of “notes” which have been issued by such entity (and not otherwise retained by such entity), which notes were not issued pursuant to a “will” level opinion as to their treatment as debt for Federal income tax purposes; and (iii) after giving effect to such Transfer, the Company would not be required to register as an investment company under, or otherwise be in violation of, the Investment Company Act of 1940 or any rules or regulations promulgated thereunder. (fe) In the event of a purported Transfer by a Member of any Interest in violation of the provisions of this Agreement, such purported Transfer shall be void, and the Company will not give effect to such Transfer.