Sale And Contribution Agreement Sample Contracts
AB Private Credit Investors Corp – MASTER LOAN SALE AND CONTRIBUTION AGREEMENT by and Between AB PRIVATE CREDIT INVESTORS CORPORATION, as the Seller and ABPCIC FUNDING I LLC, as the Buyer Dated as of January 30, 2019 (February 5th, 2019)THIS MASTER LOAN SALE AND CONTRIBUTION AGREEMENT, dated as of January 30, 2019 (as amended, modified, supplemented or restated from time to time, this Agreement), is between AB PRIVATE CREDIT INVESTORS CORPORATION, a Maryland corporation (in its capacity as seller hereunder, together with its successors and assigns, the Seller) and ABPCIC FUNDING I LLC, a Delaware limited liability company (together with its successors and assigns, the Buyer).
Discover Card Master Trust I – RISK RETENTION AGREEMENT, Dated as of February 1, 2019 (This Agreement), by and Among DISCOVER BANK, a Delaware Banking Corporation (Discover Bank), DISCOVER FUNDING LLC, a Delaware Limited Liability Company (Discover Funding), and DISCOVER CARD EXECUTION NOTE TRUST, a Delaware Statutory Trust (The Issuer). WHEREAS, Discover Bank and Discover Funding Have Entered Into a Receivables Sale and Contribution Agreement, Dated as of December 22, 2015 (The Receivables Sale and Contribution Agreement), Pursuant to Which Discover Bank Sells to Discover Funding Receivables Arising Under Certain Accounts; (February 4th, 2019)
Discover Card Master Trust I – RISK RETENTION AGREEMENT, Dated as of February 1, 2019 (This Agreement), by and Among DISCOVER BANK, a Delaware Banking Corporation (Discover Bank), DISCOVER FUNDING LLC, a Delaware Limited Liability Company (Discover Funding), and DISCOVER CARD EXECUTION NOTE TRUST, a Delaware Statutory Trust (The Issuer). WHEREAS, Discover Bank and Discover Funding Have Entered Into a Receivables Sale and Contribution Agreement, Dated as of December 22, 2015 (The Receivables Sale and Contribution Agreement), Pursuant to Which Discover Bank Sells to Discover Funding Receivables Arising Under Certain Accounts; (January 29th, 2019)
Golub Capital Investment Corp – SALE AND CONTRIBUTION AGREEMENT Between GOLUB CAPITAL INVESTMENT CORPORATION, as Seller and GCIC FUNDING II LLC, as Purchaser Dated as of December 31, 2018 (January 7th, 2019)This SALE AND CONTRIBUTION AGREEMENT, dated as of December 31, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), between GOLUB CAPITAL INVESTMENT CORPORATION, a Maryland corporation, as seller (in such capacity, the "Seller") and GCIC FUNDING II LLC, a Delaware limited liability company, as purchaser (in such capacity, the "Purchaser").
New Mountain Finance Corp – SALE AND CONTRIBUTION AGREEMENT Between NEW MOUNTAIN FINANCE CORPORATION, as Seller and NEW MOUNTAIN FINANCE DB, L.L.C., as Purchaser Dated as of December 14, 2018 (December 19th, 2018)This SALE AND CONTRIBUTION AGREEMENT, dated as of December 14, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), between NEW MOUNTAIN FINANCE CORPORATION, a Delaware corporation, as seller (in such capacity, the Seller) and NEW MOUNTAIN FINANCE DB, L.L.C., a Delaware limited liability company, as purchaser (in such capacity, the Purchaser).
Owl Rock Capital Corp – SALE AND CONTRIBUTION AGREEMENT Between OWL ROCK CAPITAL CORPORATION as Seller and ORCC FINANCING III LLC as Purchaser Dated as of December 14, 2018 (December 19th, 2018)This SALE AND CONTRIBUTION AGREEMENT, dated as of December 14, 2018 (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 III LLC, a Delaware limited liability company, as purchaser (in such capacity, the Purchaser).
Theravance Biopharma, Inc. – SALE AND CONTRIBUTION AGREEMENT Dated as of November 30, 2018 Among THERAVANCE BIOPHARMA R&D, INC., as the Transferor, TRIPLE ROYALTY SUB LLC, as the Transferee, and Solely With Respect to Articles v and IX and Sections 6.7, 8.2, 8.3 and 8.4, THERAVANCE BIOPHARMA, INC. (December 3rd, 2018)This SALE AND CONTRIBUTION AGREEMENT, dated as of November 30, 2018 (this Sale and Contribution Agreement), is entered into among Theravance Biopharma R&D, Inc., a Cayman Islands exempted company (the Transferor), Triple Royalty Sub LLC, a Delaware limited liability company (the Transferee), and solely with respect to Articles V and IX and Sections 6.7, 8.2, 8.3 and 8.4, Theravance Biopharma, Inc., a Cayman Islands exempted company (Theravance Biopharma).
Discover Bank – RISK RETENTION AGREEMENT, Dated as of October 11, 2018 (This Agreement), by and Among DISCOVER BANK, a Delaware Banking Corporation (Discover Bank), DISCOVER FUNDING LLC, a Delaware Limited Liability Company (Discover Funding), and DISCOVER CARD EXECUTION NOTE TRUST, a Delaware Statutory Trust (The Issuer). WHEREAS, Discover Bank and Discover Funding Have Entered Into a Receivables Sale and Contribution Agreement, Dated as of December 22, 2015 (The Receivables Sale and Contribution Agreement), Pursuant to Which Discover Bank Sells to Discover Funding Receivables Arising Under Certain Accounts; (October 12th, 2018)
Discover Bank – RISK RETENTION AGREEMENT, Dated as of October 11, 2018 (This Agreement), by and Among DISCOVER BANK, a Delaware Banking Corporation (Discover Bank), DISCOVER FUNDING LLC, a Delaware Limited Liability Company (Discover Funding), and DISCOVER CARD EXECUTION NOTE TRUST, a Delaware Statutory Trust (The Issuer). WHEREAS, Discover Bank and Discover Funding Have Entered Into a Receivables Sale and Contribution Agreement, Dated as of December 22, 2015 (The Receivables Sale and Contribution Agreement), Pursuant to Which Discover Bank Sells to Discover Funding Receivables Arising Under Certain Accounts; (October 12th, 2018)
Discover Card Master Trust I – RISK RETENTION AGREEMENT, Dated as of October 11, 2018 (This Agreement), by and Among DISCOVER BANK, a Delaware Banking Corporation (Discover Bank), DISCOVER FUNDING LLC, a Delaware Limited Liability Company (Discover Funding), and DISCOVER CARD EXECUTION NOTE TRUST, a Delaware Statutory Trust (The Issuer). WHEREAS, Discover Bank and Discover Funding Have Entered Into a Receivables Sale and Contribution Agreement, Dated as of December 22, 2015 (The Receivables Sale and Contribution Agreement), Pursuant to Which Discover Bank Sells to Discover Funding Receivables Arising Under Certain Accounts; (October 5th, 2018)
Discover Card Master Trust I – RISK RETENTION AGREEMENT, Dated as of October 11, 2018 (This Agreement), by and Among DISCOVER BANK, a Delaware Banking Corporation (Discover Bank), DISCOVER FUNDING LLC, a Delaware Limited Liability Company (Discover Funding), and DISCOVER CARD EXECUTION NOTE TRUST, a Delaware Statutory Trust (The Issuer). WHEREAS, Discover Bank and Discover Funding Have Entered Into a Receivables Sale and Contribution Agreement, Dated as of December 22, 2015 (The Receivables Sale and Contribution Agreement), Pursuant to Which Discover Bank Sells to Discover Funding Receivables Arising Under Certain Accounts; (October 5th, 2018)
Fifth Street Senior Floating Rate – SALE AND CONTRIBUTION AGREEMENT Between OAKTREE STRATEGIC INCOME CORPORATION, as Seller and OCSI SENIOR FUNDING LTD., as Purchaser Dated as of September 24, 2018 (September 25th, 2018)
Sale and Contribution Agreement (August 29th, 2018)
This SALE AND CONTRIBUTION AGREEMENT, dated as of August 23, 2018 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC") and CREDIT ACCEPTANCE FUNDING LLC 2018-3, a Delaware limited liability company ("Funding").
THIRD AMENDED AND RESTATED RECEIVABLES SALE AND CONTRIBUTION AGREEMENT Dated as of June 29, 2018 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 (August 7th, 2018)
This THIRD AMENDED AND RESTATED RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of June 29, 2018 (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:
Hilton Grand Vacations Inc. – OMNIBUS Amendment No. 9 to Receivables Loan Agreement AMENDMENT NO. 4 TO SALE AND CONTRIBUTION AGREEMENT (August 2nd, 2018)This OMNIBUS Amendment no. 9 to Receivables Loan Agreement AND AMENDMENT NO. 4 TO SALE AND CONTRIBUTION AGREEMENT (this "Amendment"), effective as of May 14, 2018 (the "Effective Date"), 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).
Discover Card Master Trust I – RISK RETENTION AGREEMENT, Dated as of July 31, 2018 (This Agreement), by and Among DISCOVER BANK, a Delaware Banking Corporation (Discover Bank), DISCOVER FUNDING LLC, a Delaware Limited Liability Company (Discover Funding), and DISCOVER CARD EXECUTION NOTE TRUST, a Delaware Statutory Trust (The Issuer). WHEREAS, Discover Bank and Discover Funding Have Entered Into a Receivables Sale and Contribution Agreement, Dated as of December 22, 2015 (The Receivables Sale and Contribution Agreement), Pursuant to Which Discover Bank Sells to Discover Funding Receivables Arising Under Certain Accounts; WH (July 31st, 2018)
This SALE AND CONTRIBUTION AGREEMENT, dated as of May 24, 2018 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC") and CREDIT ACCEPTANCE FUNDING LLC 2018-2, a Delaware limited liability company ("Funding").
Owl Rock Capital Corp – SALE AND CONTRIBUTION AGREEMENT Between OWL ROCK CAPITAL CORPORATION as Seller and ORCC FINANCING II LLC as Purchaser Dated as of May 22, 2018 (May 23rd, 2018)This SALE AND CONTRIBUTION AGREEMENT, dated as of May 22, 2018 (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 II LLC, a Delaware limited liability company, as purchaser (in such capacity, the Purchaser).
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).
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").
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:
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)
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).
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").
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").
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).