Sale and Contribution Agreement Sample Contracts

SALE AND CONTRIBUTION AGREEMENT
Sale and Contribution Agreement • February 29th, 2024 • Credit Acceptance Corp • Personal credit institutions • New York

This SALE AND CONTRIBUTION AGREEMENT, dated as of February 27, 2024 (the “Agreement”), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation (“CAC”), and CREDIT ACCEPTANCE FUNDING LLC 2024-A, a Delaware limited liability company (“Funding”).

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Sale and Contribution Agreement • May 10th, 2006 • Bluegreen Corp • Real estate agents & managers (for others) • Illinois
ACOLT 2015-SN1 SALE AND CONTRIBUTION AGREEMENT BETWEEN ALLY BANK, as Seller AND ALLY CENTRAL ORIGINATING LEASE TRUST DATED AS OF March 31, 2015
Sale and Contribution Agreement • March 31st, 2015 • Ally Auto Assets LLC • Asset-backed securities • New York

THIS ACOLT 2015-SN1 SALE AND CONTRIBUTION AGREEMENT, dated as of March 31, 2015 (this “Sale and Contribution Agreement” or this “Agreement”), between ALLY CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust (“ACOLT”), and ALLY BANK, a Utah chartered bank (“Ally Bank” and, in its capacity as seller of the Lease Assets, “Seller”).

SALE AND CONTRIBUTION AGREEMENT between BLUE OWL TECHNOLOGY INCOME CORP., as Seller and TECH INCOME FUNDING III LLC, as Purchaser Dated as of January 9, 2024
Sale and Contribution Agreement • January 12th, 2024 • Blue Owl Technology Income Corp. • New York

This SALE AND CONTRIBUTION AGREEMENT, dated as of January 9, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between BLUE OWL TECHNOLOGY INCOME CORP., a Maryland corporation, as seller (in such capacity, the “Seller”) and TECH INCOME FUNDING III LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

SALE AND CONTRIBUTION AGREEMENT
Sale and Contribution Agreement • December 4th, 2023 • Credit Acceptance Corp • Personal credit institutions • New York

This SALE AND CONTRIBUTION AGREEMENT, dated as of November 30, 2023 (the “Agreement”), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation (“CAC”), and CREDIT ACCEPTANCE FUNDING LLC 2023-A, a Delaware limited liability company (“Funding”).

SALE AND CONTRIBUTION AGREEMENT by and between HERCULES CAPITAL, INC., as the Seller and HERCULES CAPITAL FUNDING 2022-1 LLC, as the Trust Depositor Dated as of June 22, 2022 Hercules Capital Funding Trust 2022-1 Asset-Backed Notes
Sale and Contribution Agreement • July 28th, 2022 • Hercules Capital, Inc. • New York

THIS SALE AND CONTRIBUTION AGREEMENT, dated as of June 22, 2022 (as amended, modified, restated, waived, or supplemented from time to time, this “Agreement”), is between HERCULES CAPITAL, INC., a Maryland corporation (together with its successors and assigns, “Hercules,” and in its capacity as originator, together with its successors and assigns, the “Seller”) and HERCULES CAPITAL FUNDING 2022-1 LLC, a Delaware limited liability company (together with its successors and assigns, the “Trust Depositor”).

SALE AND CONTRIBUTION AGREEMENT between OWL ROCK CAPITAL CORPORATION III, as Seller and ORCC III FINANCING LLC as Purchaser Dated as of July 29, 2021
Sale and Contribution Agreement • August 2nd, 2021 • Owl Rock Capital Corp III • New York

This SALE AND CONTRIBUTION AGREEMENT, dated as of July 29, 2021 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between OWL ROCK CAPITAL CORPORATION III, a Maryland corporation, as seller (in such capacity, the “Seller”) and ORCC III FINANCING LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

SALE AND CONTRIBUTION AGREEMENT between OWL ROCK TECHNOLOGY INCOME CORP., as Seller and TECH INCOME FUNDING II LLC, as Purchaser Dated as of May 31, 2023
Sale and Contribution Agreement • June 5th, 2023 • Owl Rock Technology Income Corp. • New York

This SALE AND CONTRIBUTION AGREEMENT, dated as of May 31, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between OWL ROCK TECHNOLOGY INCOME CORP., a Maryland corporation, as seller (in such capacity, the “Seller”) and TECH INCOME FUNDING II LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

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
Sale and Contribution Agreement • June 24th, 2015 • FS Investment Corp III • New York

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”).

OMNIBUS AMENDMENT NO. 19 TO RECEIVABLES LOAN AGREEMENT AMENDMENT NO. 9 TO SALE AND CONTRIBUTION AGREEMENT AMENDMENT NO. 1 TO CUSTODY AGREEMENT
Sale and Contribution Agreement • March 1st, 2022 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York

This OMNIBUS AMENDMENT NO. 19 TO RECEIVABLES LOAN AGREEMENT, AMENDMENT NO. 9 TO SALE AND CONTRIBUTION AGREEMENT AND AMENDMENT NO. 1 TO CUSTODY AGREEMENT (this “Amendment”), effective as of October 27, 2021 (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”), GRAND VACATIONS SERVICES LLC, a Delaware limited liability company (the “Servicer”), HILTON RESORTS CORPORATION, a Delaware corporation, as seller (the “Seller”), the financial institutions signatory hereto as Managing Agents, the financial institutions signatory hereto as Conduit Lenders, the financial institutions signatory hereto as Committed Lenders, BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary, Paying Agent and Custodian. Capitalized terms used, but not otherwise defined herein, shall hav

SALE AND CONTRIBUTION AGREEMENT by and among TRIMBLE SOLUTIONS, LLC, TRIMBLE INC. and AGCO CORPORATION Dated as of September 28, 2023
Sale and Contribution Agreement • February 27th, 2024 • Agco Corp /De • Farm machinery & equipment • Delaware
SALE AND CONTRIBUTION AGREEMENT between CAREY CREDIT INCOME FUND, as Seller and HAMILTON FINANCE LLC, as Purchaser Dated as of December 17, 2015
Sale and Contribution Agreement • December 22nd, 2015 • Carey Credit Income Fund 2016 T • New York

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”).

SALE AND CONTRIBUTION AGREEMENT by and between CAPITALSOURCE REAL ESTATE LOAN LLC, 2007-A, as the Buyer and CSE MORTGAGE LLC, as the Seller Dated as of September 10, 2007
Sale and Contribution Agreement • September 14th, 2007 • Capitalsource Inc • Finance lessors • New York

THIS SALE AND CONTRIBUTION AGREEMENT (such agreement as amended, modified, supplemented or restated from time to time, this “Agreement”) is dated as of September 10, 2007, by and between CSE MORTGAGE LLC, a Delaware limited liability company, as the seller (in such capacity, the “Seller”) and CAPITALSOURCE REAL ESTATE LOAN LLC, 2007-A, a Delaware limited liability company, as the buyer (in such capacity, the “Buyer”).

SALE AND CONTRIBUTION AGREEMENT Dated as of April 1, 2021 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, EVOQUA WATER TECHNOLOGIES LLC, as Servicer, and EVOQUA FINANCE LLC, as Buyer
Sale and Contribution Agreement • April 1st, 2021 • Evoqua Water Technologies Corp. • Refrigeration & service industry machinery • New York

This CONTRIBUTION AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 1, 2021 is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (the “Originators” and each, an “Originator”), EVOQUA WATER TECHNOLOGIES LLC, a Delaware limited liability company, as initial Servicer (as defined below) (“Evoqua”), and EVOQUA FINANCE LLC, a Delaware limited liability company (the “Buyer”).

SALE AND CONTRIBUTION AGREEMENT between OAKTREE STRATEGIC INCOME CORPORATION, as Seller and OCSI SENIOR FUNDING LTD., as Purchaser Dated as of September 24, 2018
Sale and Contribution Agreement • March 19th, 2021 • Oaktree Specialty Lending Corp • New York

This SALE AND CONTRIBUTION AGREEMENT, dated as of September 24, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between Oaktree Strategic Income Corporation, a Delaware corporation, as seller (in such capacity, the “Seller”) and OCSI Senior Funding Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as purchaser (in such capacity, the “Purchaser”).

SALE AND CONTRIBUTION AGREEMENT dated as of February 28, 2020 among THERAVANCE BIOPHARMA R&D, INC., as the Transferor, TRIPLE ROYALTY SUB II LLC, as the Transferee,
Sale and Contribution Agreement • March 4th, 2020 • Theravance Biopharma, Inc. • Pharmaceutical preparations • New York
FORM OF SALE AND CONTRIBUTION AGREEMENT ASPEN OP, LP St. Regis Hotel, Aspen, Colorado
Sale and Contribution Agreement • February 14th, 2018 • Aspen REIT, Inc. • Real estate investment trusts • New York

This Assignment and Assumption of Ownership Interests (“Assignment”) is made and entered into effective as of , 2017 (the “Effective Date”), by 315 East Dean Associates, Inc., a Delaware corporation (the “Assignor”), and Aspen OP, LP, a Delaware limited partnership (“Assignee”).

AMENDMENT NO. 1 TO SALE AND CONTRIBUTION AGREEMENT
Sale and Contribution Agreement • February 14th, 2014 • Credit Acceptance Corp • Personal credit institutions • New York

This AMENDMENT No. 1 TO SALE AND CONTRIBUTION AGREEMENT, dated as of December 20, 2013 (this “Amendment”), is among Credit Acceptance Corporation, a Michigan corporation (“CAC”), and Credit Acceptance Funding LLC 2012-1, a Delaware limited liability company (“Funding”).

SALE AND CONTRIBUTION AGREEMENT by and between INVESTCORP CREDIT MANAGEMENT BDC SPV, LLC, as the Buyer and INVESTCORP CREDIT MANAGEMENT BDC, INC., as the Seller August 23, 2021
Sale and Contribution Agreement • August 25th, 2021 • Investcorp Credit Management BDC, Inc. • New York

THIS SALE AND CONTRIBUTION AGREEMENT (such agreement as amended, modified, supplemented or restated from time to time, the “Agreement”) is dated as of August 23, 2021, by and between INVESTCORP CREDIT MANAGEMENT BDC, INC., a Maryland corporation, as the seller (in such capacity, the “Seller”) and INVESTCORP CREDIT MANAGEMENT BDC SPV, LLC, a Delaware limited liability company, as the buyer (in such capacity, the “Buyer”).

SALE AND CONTRIBUTION AGREEMENT between GOLUB CAPITAL BDC 3 INC., as Seller and GBDC 3 FUNDING LLC, as Purchaser Dated as of September 10, 2019
Sale and Contribution Agreement • September 12th, 2019 • Golub Capital BDC 3, Inc. • New York

This SALE AND CONTRIBUTION AGREEMENT, dated as of September 10, 2019 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between GOLUB CAPITAL BDC 3, INC., a Maryland corporation, as seller (in such capacity, the “Seller”) and GBDC 3 FUNDING LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT dated as of January 9, 2024 between AUDACY OPERATIONS, INC. as Servicer, AUDACY NEW YORK, LLC, a debtor and debtor-in-in possession under chapter 11 of the Bankruptcy Code, as Transferor, and AUDACY...
Sale and Contribution Agreement • January 10th, 2024 • Audacy, Inc. • Radio broadcasting stations • New York

THIS AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT dated as of January 9, 2024 (this “Agreement”) is among AUDACY OPERATIONS, INC., a Delaware corporation (“Audacy Operations”), as initial servicer (in such capacity, the “Servicer”), AUDACY NEW YORK, LLC, a Delaware limited liability company and a debtor and a debtor-in-possession under chapter 11 of the Bankruptcy Code (the “Transferor”) and AUDACY RECEIVABLES, LLC, a Delaware limited liability company (the “Transferee”).

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AMENDMENT NO. 1 to AMENDED AND RESTATED RECEIVABLES SALE AND CONTRIBUTION AGREEMENT Dated as of June 16, 2003
Sale and Contribution Agreement • August 11th, 2003 • At&t Wireless Services Inc • Radiotelephone communications • New York
SALE AND CONTRIBUTION AGREEMENT Dated as of March 30, 2023 among EACH OF THE PERSONS FROM TIME TO TIME PARTY HERETO, as Originators, SABRE GLBL INC. as an Originator and as Servicer, and SABRE SECURITIZATION, LLC, as Buyer
Sale and Contribution Agreement • March 31st, 2023 • Sabre Corp • Services-computer programming, data processing, etc. • New York

This SALE AND CONTRIBUTION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 30, 2023 is entered into among the GETTHERE L.P., a Delaware limited partnership, PRISM GROUP, INC., a Maryland corporation, RADIXX SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (collectively, the “Originators” and each, an “Originator”), SABRE GLBL INC., a Delaware corporation (“Sabre”), as an Originator and as Servicer (the “Servicer”), and SABRE SECURITIZATION, LLC, a Delaware limited liability company (the “Buyer”).

SALE AND CONTRIBUTION AGREEMENT between CRESCENT PRIVATE CREDIT INCOME CORP. as Seller and CPCI FUNDING SPV, LLC as Purchaser Dated as of December 8, 2023
Sale and Contribution Agreement • December 13th, 2023 • Crescent Private Credit Income Corp • New York
OMNIBUS Amendment No. 9 to Receivables Loan Agreement AMENDMENT NO. 4 TO SALE AND CONTRIBUTION AGREEMENT
Sale and Contribution Agreement • August 2nd, 2018 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York

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).

Dated as of 31 October 2003 among GREIF, INC. as GI Seller GREIF CONTAINERS INC. as GCI Seller GREAT LAKES CORRUGATED CORP. as GLCC Seller and GREIF RECEIVABLES FUNDING LLC as Purchaser SALE AND CONTRIBUTION AGREEMENT Cadwalader, Wickersham & Taft LLP...
Sale and Contribution Agreement • June 9th, 2010 • Greif Inc • Paperboard containers & boxes • Ohio

SALE AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of 31 October 2003 by and among GREIF, INC., a Delaware corporation, as Seller (the “GI Seller”), GREIF CONTAINERS INC., a Delaware corporation, as Seller (the “GCI Seller”), GREAT LAKES CORRUGATED CORP., an Ohio corporation, as Seller (the “GLCC Seller” and, together with the GI Seller, the GCI Seller and any Additional Sellers (as defined below), the “Sellers” and each a “Seller”), and GREIF RECEIVABLES FUNDING LLC, a Delaware limited liability company, as Purchaser (the “Purchaser”).

SALE AND CONTRIBUTION AGREEMENT
Sale and Contribution Agreement • November 1st, 2021 • Trinity Capital Inc. • New York

THIS SALE AND CONTRIBUTION AGREEMENT dated as of October 27, 2021 (this “Agreement”), is entered into by and between Trinity Capital Inc. as seller (the “Seller”) and TrinCap Funding, LLC, as purchaser (the “Purchaser”).

SALE AND CONTRIBUTION AGREEMENT dated as of July 22, 2016 among
Sale and Contribution Agreement • November 3rd, 2016 • CHS Inc • Wholesale-farm product raw materials • New York

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”).

AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT between AB PRIVATE CREDIT INVESTORS CORPORATION, as Seller and ABPCIC FUNDING II LLC, as Purchaser Dated as of October 15, 2020
Sale and Contribution Agreement • October 21st, 2020 • AB Private Credit Investors Corp • New York

This AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT, dated as of October 15, 2020 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between AB PRIVATE CREDIT INVESTORS CORPORATION, a Maryland corporation, as seller (in such capacity, the “Seller”) and ABPCIC FUNDING II LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

SALE AND CONTRIBUTION AGREEMENT dated as of February 25, 2005 among CNL APF PARTNERS, LP AND THE OTHER ORIGINATORS PARTY HERETO, as Originators and NET LEASE FUNDING 2005, LP, as Issuer
Sale and Contribution Agreement • March 10th, 2005 • Trustreet Properties Inc • Real estate investment trusts • New York

THIS SALE AND CONTRIBUTION AGREEMENT (as amended, restated, supplemented and otherwise modified from time to time, this “Agreement”) is entered into among CNL APF PARTNERS, LP, a Delaware limited partnership (“CNL”), the other originators set forth on the signature pages hereto (together with CNL, the “Originators”) and NET LEASE FUNDING 2005, LP, a Delaware limited partnership, as the issuer (the “Issuer”).

SALE AND CONTRIBUTION AGREEMENT
Sale and Contribution Agreement • December 9th, 2009 • Credit Acceptance Corp • Personal credit institutions • Michigan

This SALE AND CONTRIBUTION AGREEMENT, dated as of December 3, 2009 (the “Agreement”), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation (“CAC”) and CREDIT ACCEPTANCE FUNDING LLC 2009-1, a Delaware limited liability company (“Funding”).

SALE AND CONTRIBUTION AGREEMENT by and between FS ENERGY AND POWER FUND, as the Seller and FSSL FINANCE BB ASSETCO LLC, as the Buyer Dated as of September 6, 2023
Sale and Contribution Agreement • September 12th, 2023 • FS Energy & Power Fund • New York

THIS SALE AND CONTRIBUTION AGREEMENT, dated as of September 6, 2023 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is between FS Energy and Power Fund (which, for the avoidance of doubt, may be renamed to FS Specialty Lending Fund or such other name as notified to the Liquidation Agent, together with its successors and assigns, the “Seller”); and FSSL Finance BB AssetCo LLC, a Delaware limited liability company (together with its successors and assigns, the “Buyer”).

OMNIBUS AMENDMENT NO. 14 TO RECEIVABLES LOAN AGREEMENT AMENDMENT NO. 6 TO SALE AND CONTRIBUTION AGREEMENT
Sale and Contribution Agreement • April 28th, 2020 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York

This OMNIBUS AMENDMENT NO. 14 TO RECEIVABLES LOAN AGREEMENT AND AMENDMENT NO. 6 TO SALE AND CONTRIBUTION AGREEMENT (this “Amendment”), effective as of April 22, 2020 (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”), the financial institutions signatory hereto as Managing Agents, the financial institutions signatory hereto as Conduit Lenders, the financial institutions signatory hereto as Committed Lenders, BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary and Paying 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 between BLUE OWL CAPITAL CORPORATION III, as Seller and OBDC III FINANCING III LLC, as Purchaser Dated as of March 20, 2024
Sale and Contribution Agreement • March 25th, 2024 • Blue Owl Capital Corp III

This SALE AND CONTRIBUTION AGREEMENT, dated as of March 20, 2024 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), between BLUE OWL CAPITAL CORPORATION III, a Maryland corporation, as seller (in such capacity, the “Seller”) and OBDC III FINANCING III LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

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