ESPV definition
Examples of ESPV in a sentence
ESPV acknowledges and agrees that (i) the proposed sale of Participation Interests to ESPV hereunder is a contractual relationship and does not involve, nor is it intended in any way to constitute, the sale of a “security” within the meaning of any applicable securities Laws and (ii) it is not contemplated that any filing will be made with any regulatory agency or pursuant to the securities Laws of any jurisdiction in connection with the sale of Participation Interests to ESPV hereunder.
The sale of a Participation Interest in each Receivable, and the Collections therefrom shall be reflected on RB’s balance sheet and other financial statements as a sale of assets by RB to ESPV.
Such Collection Account shall be the property of RB subject to the rights of ESPV in such Collections evidenced by the Participation Interests.
If such delivery of the actual notice is prohibited by applicable Law or Governmental Authority, then, if allowable by Law or the Governmental Authority, RB shall provide ESPV with written notice of such action and summary thereof.
Not later than the fifth (5th) Business Day of each calendar month during the term of this Agreement, RB will furnish or otherwise make available to ESPV a monthly remittance report (a “Monthly Remittance Report”) in substantially the format attached hereto as Exhibit C, as to the remittances received and distributions made during the immediately preceding calendar month.
In such event, with respect to the ESPV Collateral, this Agreement shall constitute, and hereby is, a security agreement under the Law.
ESPV shall pay or cause to be paid the Purchase Premiums and Participation Fees to RB on a monthly basis not later than ten (10) Business Days after the end of each calendar month during the Initial Term and each Renewal Term.
ESPV shall establish and maintain an account (the “ESPV Operating Account”) at RB.
ESPV acknowledges that each Purchase by it of Participation Interests hereunder shall be “AS IS,” without recourse to or reliance on any representations or warranties of RB, except as expressly provided herein, and that the Purchase Price reflects such fact.
In the event of an indemnifiable event as contemplated under Section 21(a) or in the event of any failure by ESPV to perform any of its obligations under this Agreement, RB shall have all rights and remedies available under this Agreement and at law and in equity.