Transfer of the Conveyed Collateral. (a) Initial Transfer from the Transferor to the Retention Holder. Subject to and upon the terms and conditions set forth herein, effective as of the Closing Date, the Transferor hereby sells, conveys and transfers to the Retention Holder all of the Transferor’s right, title and interest in, to and under the Initial Collateral Obligations and any related Assets with respect thereto (the “Initial Conveyed Collateral”) for a purchase price on the Closing Date equal to the Retention Holder Purchase Price with respect thereto. The consideration for the transfer of the Initial Conveyed Collateral from the Transferor to the Retention Holder shall consist of cash paid by the Retention Holder to the Transferor on the Closing Date and, to the extent that such cash so paid on the Closing Date is less than the purchase price thereof, the difference shall be deemed a capital contribution from the Transferor to the Retention Holder on the Closing Date.
Appears in 2 contracts
Sources: Master Loan Sale Agreement (NewStar Financial, Inc.), Master Loan Sale Agreement (NewStar Financial, Inc.)
Transfer of the Conveyed Collateral. (a) Initial Transfer from the Transferor to the Retention HolderProvider. Subject to and upon the terms and conditions set forth herein, effective as of the Closing Date, the Transferor hereby sells, conveys and transfers to the Retention Holder Provider all of the Transferor’s right, title and interest in, to and under the Initial Collateral Obligations and any related Assets with respect thereto (the “Initial Conveyed Collateral”) for a purchase price on the Closing Date equal to the Retention Holder Provider Purchase Price with respect thereto. The consideration for the transfer of the Initial Conveyed Collateral from the Transferor to the Retention Holder Provider shall consist of cash paid by the Retention Holder Provider to the Transferor on the Closing Date and, to the extent that such cash so paid on the Closing Date is less than the purchase price thereof, the difference shall be deemed a capital contribution from the Transferor to the Retention Holder Provider on the Closing Date. To the extent the Transferor elects to convey Collateral Obligations in exchange for a capitation contribution to the Retention Provider, any cash paid in connection with such capital contribution shall be made as a distribution with respect to the equity held by the Transferor in the Retention Provider.
(b) [Reserved].
Appears in 1 contract
Sources: Master Loan Sale Agreement (Apollo Debt Solutions BDC)
Transfer of the Conveyed Collateral. (a) Initial Transfer from the Transferor to the Retention HolderIssuer. Subject to and upon the terms and conditions set forth herein, effective as of the Closing Date, the Transferor hereby sells, conveys and transfers to the Retention Holder Issuer all of the Transferor’s right, title and interest in, to and under the Initial Collateral Obligations and any related Assets with respect thereto (the “Initial Conveyed Collateral”) for a purchase price on the Closing Date equal to the Retention Holder Purchase Price with respect thereto. The consideration for the transfer of the Initial Conveyed Collateral from the Transferor to the Retention Holder Issuer shall consist of cash paid by the Retention Holder Issuer to the Transferor on the Closing Date Date, the issuance by the Issuer to Company of 79% of the Class D Notes and 100% of the Subordinated Notes and, to the extent that such cash so paid on the Closing Date is less than the purchase price thereof, the difference shall be deemed a capital contribution from the Transferor to the Retention Holder Issuer on the Closing Date.
(b) [Reserved].
(c) [Reserved].
Appears in 1 contract
Sources: Master Loan Sale Agreement (Morgan Stanley Direct Lending Fund)