Sale And Contribution Agreement Sample Contracts

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)
Sale and Contribution Agreement (May 30th, 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).

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).