Sale And Contribution Agreement Sample Contracts

Hilton Grand Vacations Inc. – Omnibus Amendment No. 8 to Receivables Loan Agreement Amendment No. 3 to Sale and Contribution Agreement (March 13th, 2018)

This OMNIBUS AMENDMENT NO. 8 TO RECEIVABLES LOAN AGREEMENT AND AMENDMENT NO. 3 TO SALE AND CONTRIBUTION AGREEMENT, effective as of March 9, 2018 (this Amendment), is executed by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company (together with its successors and assigns, the Borrower), HILTON RESORTS CORPORATION, a Delaware corporation (the Seller), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary, the financial institutions signatory hereto as Managing Agents, the financial institutions signatory hereto as Conduit Lenders, the financial institutions signatory hereto as Committed Lenders and DEUTSCHE BANK SECURITIES, INC., as Administrative Agent. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the Receivables Loan Agreement (defined below).

Sale and Contribution Agreement (February 27th, 2018)

This SALE AND CONTRIBUTION AGREEMENT, dated as of February 22, 2018 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC") and CREDIT ACCEPTANCE FUNDING LLC 2018-1, a Delaware limited liability company ("Funding").

CION Investment Corp – Sale and Contribution Agreement (December 22nd, 2017)

THIS SALE AND CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of December 19, 2017, by and between CION INVESTMENT CORPORATION, a Maryland corporation (the "Transferor") and 33rd Street Funding, LLC, a Delaware limited liability company (the "Transferee").

Owl Rock Capital Corp – SALE AND CONTRIBUTION AGREEMENT Between OWL ROCK CAPITAL CORPORATION as Seller and ORCC FINANCING LLC as Purchaser Dated as of December 21, 2017 (December 22nd, 2017)

This SALE AND CONTRIBUTION AGREEMENT, dated as of December 21, 2017 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), between OWL ROCK CAPITAL CORPORATION, a Maryland corporation, as seller (in such capacity, the Seller) and ORCC FINANCING LLC, a Delaware limited liability company, as purchaser (in such capacity, the Purchaser).

Owl Rock Capital Corp II – SALE AND CONTRIBUTION AGREEMENT Between OWL ROCK CAPITAL CORPORATION II as Seller and ORCC II FINANCING LLC as Purchaser Dated as of December , 2017 (December 4th, 2017)

This SALE AND CONTRIBUTION AGREEMENT, dated as of December , 2017 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), between OWL ROCK CAPITAL CORPORATION II, a Maryland corporation, as seller (in such capacity, the Seller) and ORCC II FINANCING LLC, a Delaware limited liability company, as purchaser (in such capacity, the Purchaser).

American Midstreampartners Lp – Distribution, Sale and Contribution Agreement by and Among Toga Offshore, Llc, Pinto Offshore Holdings, Llc, American Midstream Delta House, Llc and D-Day Offshore Holdings, Llc (November 9th, 2017)

This DISTRIBUTION, SALE AND CONTRIBUTION AGREEMENT (this "Agreement"), dated as of September 29, 2017, is entered into among Toga Offshore, LLC, a Delaware limited liability company (the "Seller"), Pinto Offshore Holdings, LLC, a Delaware limited liability company ("Pinto," together with the Seller, the "Seller-Related Parties"), American Midstream Delta House, LLC, a Delaware limited liability company ("AMID DH"), and D-Day Offshore Holdings, LLC, a Delaware limited liability company (the "Buyer," together with AMID DH, the "Buyer-Related Parties").

Second Amendment to Second Amended and Restated Receivables Sale and Contribution Agreement (November 2nd, 2017)

This SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of November 19, 2015 (this "Agreement"), is among SPRINT SPECTRUM L.P., a Delaware limited partnership ("Sprint Spectrum"), as an originator and as initial servicer (in such capacity, the "Servicer"), THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS ORIGINATORS (together with Sprint Spectrum, the "Originators" and each, an "Originator"), and THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS SPEs (the "SPEs" and each, a "SPE"). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Sale and Contribution Agreement (October 27th, 2017)

This SALE AND CONTRIBUTION AGREEMENT, dated as of October 26, 2017 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC") and CREDIT ACCEPTANCE FUNDING LLC 2017-3, a Delaware limited liability company ("Funding").

First Amendment to the Second Amended and Restated Sale and Contribution Agreement (May 2nd, 2017)

THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT (this Amendment), dated as of April 27, 2017, is entered into between ARCH COAL, INC. (individually, ACI), as the transferor (the Transferor), and ARCH RECEIVABLE COMPANY, LLC, a Delaware limited liability company (the Company).

Receivables Sale and Contribution Agreement Dated as of April 12, 2017 (April 18th, 2017)
Sale and Contribution Agreement (March 1st, 2017)

This SALE AND CONTRIBUTION AGREEMENT, dated as of February 23, 2017 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC") and CREDIT ACCEPTANCE FUNDING LLC 2017-1, a Delaware limited liability company ("Funding").

8point3 Energy Partners LP – Third Amendment to Purchase, Sale and Contribution Agreement (March 1st, 2017)

THIS THIRD AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT (the "Amendment"), dated as of February 24, 2017 (the "Execution Date"), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the "Purchaser") and SunPower Corporation, a Delaware corporation ("Parent" and, together with Purchaser, each a "Party" and collectively, the "Parties"). All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement (as defined below).

First Amendment to Second Amended and Restated Receivables Sale and Contribution Agreement (February 6th, 2017)

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of February 3, 2017 (this Amendment), is entered into by and among the following parties:

8point3 Energy Partners LP – Second AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT (December 5th, 2016)

THIS SECOND AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT (the "Amendment"), dated as of November 30, 2016 (the "Execution Date"), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the "Purchaser") and SunPower Corporation, a Delaware corporation ("Parent" and, together with Purchaser, each a "Party" and collectively, the "Parties"). All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement (as defined below).

SALE AND CONTRIBUTION AGREEMENT Dated as of July 22, 2016 Among (November 3rd, 2016)

THIS SALE AND CONTRIBUTION AGREEMENT, dated as of July 22, 2016 (this "Agreement"), is among CHS INC., a Minnesota corporation ("CHS"), as an originator, CHS CAPITAL, LLC ("CHS Capital"), a Minnesota limited liability company, as an originator (CHS and CHS Capital are referred to herein, individually, as an "Originator" and, collectively, as the "Originators"), and COFINA FUNDING, LLC, a Delaware limited liability company (the "Company").

Sale and Contribution Agreement (October 31st, 2016)

This SALE AND CONTRIBUTION AGREEMENT, dated as of October 27, 2016 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC") and CREDIT ACCEPTANCE FUNDING LLC 2016-3, a Delaware limited liability company ("Funding").

SECOND AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT Dated as of October 5, 2016 Between ARCH COAL, INC., as the Transferor and ARCH RECEIVABLE COMPANY, LLC (October 11th, 2016)

THIS SECOND AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), dated as of October 5, 2016 is entered into between ARCH COAL, INC. (individually, ACI), as the transferor (the Transferor), and ARCH RECEIVABLE COMPANY, LLC, a Delaware limited liability company (the Company).

8point3 Energy Partners LP – First Amendment to Purchase, Sale and Contribution Agreement (October 3rd, 2016)

THIS FIRST AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT (the "Amendment"), dated as of September 28, 2016 (the "Execution Date"), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the "Purchaser") and SunPower Corporation, a Delaware corporation ("Parent" and, together with Purchaser, each a "Party" and collectively, the "Parties"). All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement (as defined below).

Hilton Grand Vacations Inc. – Omnibus Amendment No. 4 to Receivables Loan Agreement Amendment No. 2 to Sale and Contribution Agreement (September 16th, 2016)

This RECEIVABLES LOAN AGREEMENT dated as of May 9, 2013, is by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company, as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as Conduit Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Managing Agents, and DEUTSCHE BANK SECURITIES, INC., as Administrative Agent for the Conduit Lenders and the Committed Lenders. Capitalized terms used herein shall have the meanings specified in Section 1.01.

CION Investment Corp – Sale and Contribution Agreement (September 1st, 2016)

THIS SALE AND CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of August 26, 2016, by and between CION INVESTMENT CORPORATION, a Maryland corporation (the "Transferor") and 34TH STREET FUNDING, LLC, a Delaware limited liability company (the "Transferee").

Fourth Amended and Restated Sale and Contribution Agreement (June 28th, 2016)

This FOURTH AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT, dated as of June 23, 2016 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC") and CAC WAREHOUSE FUNDING CORPORATION II, a Nevada corporation ("Funding").

Sale and Contribution Agreement (May 16th, 2016)

This SALE AND CONTRIBUTION AGREEMENT, dated as of May 12, 2016 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC") and CREDIT ACCEPTANCE FUNDING LLC 2016-2, a Delaware limited liability company ("Funding").

Sale and Contribution Agreement (March 3rd, 2016)

This SALE AND CONTRIBUTION AGREEMENT, dated as of February 26, 2016 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC"), and CREDIT ACCEPTANCE FUNDING LLC 2016-1, a Delaware limited liability company ("Funding").

Discover Card Master Trust I – RECEIVABLES SALE AND CONTRIBUTION AGREEMENT Between DISCOVER BANK and DISCOVER FUNDING LLC Dated as of December 22, 2015 (December 23rd, 2015)

This Receivables Sale and Contribution Agreement (this Agreement) is made as of December 22, 2015, between Discover Bank, a Delaware banking corporation (Discover Bank), and Discover Funding LLC, a Delaware limited liability company (Discover Funding).

Carey Credit Income Fund – SALE AND CONTRIBUTION AGREEMENT Between CAREY CREDIT INCOME FUND, as Seller and HAMILTON FINANCE LLC, as Purchaser Dated as of December 17, 2015 (December 22nd, 2015)

This SALE AND CONTRIBUTION AGREEMENT, dated as of December 17, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), between Carey Credit Income Fund, a Delaware statutory trust, as seller (in such capacity, the Seller) and Hamilton Finance LLC, a Delaware limited liability company, as purchaser (in such capacity, the Purchaser).

Carey Credit Income Fund 2016 T – SALE AND CONTRIBUTION AGREEMENT Between CAREY CREDIT INCOME FUND, as Seller and HAMILTON FINANCE LLC, as Purchaser Dated as of December 17, 2015 (December 22nd, 2015)

This SALE AND CONTRIBUTION AGREEMENT, dated as of December 17, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), between Carey Credit Income Fund, a Delaware statutory trust, as seller (in such capacity, the Seller) and Hamilton Finance LLC, a Delaware limited liability company, as purchaser (in such capacity, the Purchaser).

Carey Credit Income Fund - I – SALE AND CONTRIBUTION AGREEMENT Between CAREY CREDIT INCOME FUND, as Seller and HAMILTON FINANCE LLC, as Purchaser Dated as of December 17, 2015 (December 22nd, 2015)

This SALE AND CONTRIBUTION AGREEMENT, dated as of December 17, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), between Carey Credit Income Fund, a Delaware statutory trust, as seller (in such capacity, the Seller) and Hamilton Finance LLC, a Delaware limited liability company, as purchaser (in such capacity, the Purchaser).

SECOND AMENDED AND RESTATED RECEIVABLES SALE AND CONTRIBUTION AGREEMENT Dated as of November 19, 2015 Between SPRINT SPECTRUM L.P., as an Originator and as Servicer and the OTHER ORIGINATORS FROM TIME TO TIME PARTY HERETO, as Originators and THE SPES FROM TIME TO TIME PARTY HERETO, as Buyers and Contributees (November 20th, 2015)

This SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of November 19, 2015 (this Agreement), is among SPRINT SPECTRUM L.P., a Delaware limited partnership (Sprint Spectrum), as an originator and as initial servicer (in such capacity, the Servicer), THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS ORIGINATORS (together with Sprint Spectrum, the Originators and each, an Originator), and THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS SPEs (the SPEs and each, a SPE). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Discover Card Execution Note Trust – [FORM OF] RECEIVABLES SALE AND CONTRIBUTION AGREEMENT Between DISCOVER BANK and DISCOVER FUNDING LLC Dated as of [ ], 20[ ] (September 10th, 2015)

This Receivables Sale and Contribution Agreement (this Agreement) is made as of [ ], 20[ ], between Discover Bank, a Delaware banking corporation (Discover Bank), and Discover Funding LLC, a Delaware limited liability company (Discover Funding).

Sale and Contribution Agreement (August 25th, 2015)

This SALE AND CONTRIBUTION AGREEMENT, dated as of August 20, 2015 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC") and CREDIT ACCEPTANCE FUNDING LLC 2015-2, a Delaware limited liability company ("Funding").

FS Investment Corp III – AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT Between FS INVESTMENT CORPORATION III, as Seller and GERMANTOWN FUNDING LLC, as Purchaser Dated as of June 18, 2015 (June 24th, 2015)

This AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT, dated as of June 18, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), between FS Investment Corporation III, a Maryland corporation, as seller (in such capacity together with successors and permitted assigns, the "Seller") and Germantown Funding LLC, a Delaware limited liability company, as purchaser (in such capacity, the "Purchaser").

FS Investment Corp II – AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT Between FS INVESTMENT CORPORATION II, as Seller and COOPER RIVER LLC, as Purchaser Dated as of May 29, 2015 (June 4th, 2015)

This AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT, dated as of May 29, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), between FS Investment Corporation II, a Maryland corporation, as seller (in such capacity, the "Seller") and Cooper River LLC, a Delaware limited liability company, as purchaser (in such capacity, the "Purchaser"). This Agreement amends and restates in its entirety the Equity Contribution Framework Agreement, dated as of March 27, 2013, between the Purchaser, as borrower, and the Seller, as borrower investor (the "Equity Contribution Framework Agreement").

Isramco, Inc. – ROYALTIES SALE AND CONTRIBUTION AGREEMENT DATED May 18, 2015 Between ISRAMCO, INC., as Seller AND TAMAR ROYALTIES LLC, as Borrower REF: 15041-30150 (May 22nd, 2015)

THIS ROYALTIES SALE AND CONTRIBUTION AGREEMENT (this "Agreement") is dated as of May 18, 2015 and is entered into by and between ISRAMCO, INC., a Delaware corporation (the "Seller"), TAMAR ROYALTIES LLC, a Delaware limited liability company (the "Borrower") and DEUTSCHE BANK TRUST COMPANY AMERICAS, with respect to Sections 8.07, 8.13 and 8.14 hereof , in its capacity as Collateral Agent (the "Collateral Agent"), and with respect to Section 6.01 and Section 8.07 hereof, in its capacity as Facility Agent (the "Facility Agent").

FS Investment Corp III – SALE AND CONTRIBUTION AGREEMENT Between FS INVESTMENT CORPORATION III, as Seller and JEFFERSON SQUARE FUNDING LLC, as Purchaser Dated as of May 8, 2015 (May 14th, 2015)

This SALE AND CONTRIBUTION AGREEMENT, dated as of May 9, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), between FS Investment Corporation III, a Maryland corporation, as seller (in such capacity, the "Seller") and Jefferson Square Funding LLC, a Delaware limited liability company, as purchaser (in such capacity, the "Purchaser").

Southcross Energy Partners L. – Purchase, Sale and Contribution Agreement by and Among Southcross Energy Partners, L.P., Southcross Ccng Gathering Ltd., Southcross Ngl Pipeline Ltd., Fl Rich Gas Services, Lp, Texstar Midstream Utility, Lp, Frio Lasalle Pipeline, Lp and Southcross Holdings Lp Dated as of May 7, 2015 (May 8th, 2015)

This Purchase, Sale and Contribution Agreement (this Agreement) is made as of May 7, 2015 (the Effective Date), by and among Southcross Energy Partners, L.P., a Delaware limited partnership (SXE), Southcross CCNG Gathering Ltd., a Texas limited partnership (CCNG), Southcross NGL Pipeline Ltd., a Texas limited partnership (NGL Pipeline), FL Rich Gas Services, LP, a Texas limited partnership (FL Rich Gas and, together with CCNG and NGL Pipeline, the SXE Subsidiaries), TexStar Midstream Utility, LP, a Texas limited partnership (TexStar Utility), Frio LaSalle Pipeline, LP, a Texas limited partnership (Frio and, together with TexStar Utility, the Assignors), and Southcross Holdings LP, a Delaware limited partnership (for the limited purposes set forth herein) (Southcross Holdings and, together with the Assignors, the Sellers). SXE, the SXE Subsidiaries, the Assignors and Southcross Holdings are referred to herein individually as a Party and collectively as the Parties.