Common use of Conveyance of Initial Conveyed Collateral Clause in Contracts

Conveyance of Initial Conveyed Collateral. (a) On or before the Closing Date, the Transferor or the Retention Holder, as applicable, shall deliver or cause to be delivered to the Trustee each of the documents, certificates and other items as follows: (i) officially certified recent evidence of due formation and good standing of the Transferor, the Retention Holder and the Issuer, in each case under the laws of the State of Delaware; (ii) a copy of resolutions adopted by the board of directors of NewStar Financial, Inc., in its capacity as Transferor, in its capacity as the designated manager of the Retention Holder and in its capacity as designated manager of the Issuer, approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified by a Responsible Officer of NewStar Financial, Inc., in each such capacity; (iii) evidence that the lien of the pledgee under any credit facility to which any of the Initial Collateral Obligations is subject is released as to each such Initial Collateral Obligation; (iv) a UCC-1 financing statement and UCC-3 financing statement amendment, as necessary, naming the Transferor as debtor, the Retention Holder as secured party, and the Issuer as assignee (and the Trustee as re-assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; a UCC financing statement naming the Retention Holder as debtor, the Issuer as secured party (and the Trustee as assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; and a UCC-1 financing statement naming the Issuer as debtor, the Trustee, for the benefit of the Secured Parties, as secured party and identifying the Conveyed Collateral or all assets of the Issuer, as collateral for filing with the office of the Secretary of State for the State of Delaware; (v) a fully executed copy of each Transaction Document; and (vi) all Opinions of Counsel required to be delivered pursuant to Section 3.1(c) of the Indenture. (b) On or after the transfer of the Initial Conveyed Collateral by the Transferor to the Retention Holder and by the Retention Holder to the Issuer, (i) the Transferor shall transfer to the Collection Account all Principal Proceeds and Interest Proceeds received with respect to such Initial Conveyed Collateral on and after the Closing Date, (ii) each of the representations and warranties made by the Transferor pursuant to Article III applicable to the Initial Conveyed Collateral shall be true and correct as of the Closing Date, and (iii) each of the Transferor and the Retention Holder, as applicable, shall, at its own expense, not later than the Closing Date, indicate in its records that ownership of the Initial Conveyed Collateral has been conveyed to the Transferor by any of its affiliates who owned such Initial Conveyed Collateral and then conveyed by the Transferor to the Retention Holder and by the Retention Holder to the Issuer pursuant to this Agreement.

Conveyance of Initial Conveyed Collateral. (a) On or before the Closing Date, the Transferor or the Retention HolderDepositor, as applicable, shall deliver or cause to be delivered to the Trustee each of the documents, certificates and other items as follows: (i) officially certified recent evidence of due formation and good standing of the Transferor, the Retention Holder Depositor and the Issuer, in each case under the laws of the State of Delaware; (ii) a copy of resolutions adopted by the board of directors of NewStar Financial, Inc., in its capacity as Transferor, in its capacity as the designated manager of the Retention Holder Depositor and in its capacity as designated manager of the Issuer, approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified by a Responsible Officer of NewStar Financial, Inc., in each such capacity; (iii) evidence that the lien of the pledgee under any credit facility to which any of the Initial Collateral Obligations is subject is released as to each such Initial Collateral Obligation; (iv) a UCC-1 UCC financing statement and UCC-3 financing statement amendment, as necessary, naming the Transferor as debtor, the Retention Holder Depositor as secured party, and the Issuer as assignee (and the Trustee as re-assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; a UCC financing statement naming the Retention Holder Depositor as debtor, the Issuer as secured party (and the Trustee as assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; and a UCC-1 UCC financing statement naming the Issuer as debtor, the Trustee, for the benefit of the Secured Parties, as secured party and identifying the Conveyed Collateral or all assets of the Issuer, as collateral for filing with the office of the Secretary of State for the State of Delaware; (v) a fully executed copy of each Transaction Document; and (vi) all Opinions of Counsel required to be delivered pursuant to Section 3.1(c3.1(iii) of the Indenture. (b) On or after the transfer of the Initial Conveyed Collateral by the Transferor to the Retention Holder Depositor and by the Retention Holder Depositor to the Issuer, the (i) the Transferor shall transfer to the Collection Account all Principal Proceeds and Interest Proceeds received with respect to such Initial Conveyed Collateral on and after the Closing Date, (ii) each of the representations and warranties made by the Transferor pursuant to Article III applicable to the Initial Conveyed Collateral shall be true and correct as of the Closing Date, and (iii) each of the Transferor and the Retention Holder, as applicable, shall, at its own expense, not later than the Closing Date, indicate in its records that ownership of the Initial Conveyed Collateral has been conveyed to the Transferor it by any of its affiliates who owned such Initial Conveyed Collateral and then conveyed by the Transferor it to the Retention Holder Depositor and by the Retention Holder Depositor to the Issuer pursuant to this Agreement.

Conveyance of Initial Conveyed Collateral. (a) On or before the Closing Date, the Transferor Originator or the Retention HolderDepositor, as applicable, shall deliver or cause to be delivered to the Trustee each of the documents, certificates and other items as follows: (i) officially certified recent evidence of due formation incorporation and good standing of the TransferorOriginator, the Retention Holder Depositor and the Issuer, in each case under the laws of the State of Delaware; (ii) a copy of resolutions adopted by a written consent of the board of directors of NewStar FinancialXxxxx Capital BDC, Inc., in its capacity as Transferor, Originator and in its capacity capacities as the designated manager of the Retention Holder Depositor and in its capacity as designated manager of the Issuer, approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified certified, in each case as applicable, by a Responsible an Officer of NewStar FinancialXxxxx Capital BDC, Inc., in each such capacitycapacities (which, for the avoidance of doubt, constitutes the First Tier Loan Sale Agreement and Second Tier Loan Sale Agreement authorized by such written consent); (iii) evidence that the lien of Citigroup Global Markets Realty Corp. against GCMF under the pledgee under any credit facility to which any of the Initial Collateral Obligations GCMF Credit Facility is subject is released as to each such Initial Collateral Obligationreleased; (iv) a UCC-1 UCC financing statement and UCC-3 financing statement amendmentexecuted by the Originator, as necessarydebtor, naming the Transferor as debtor, the Retention Holder Depositor as secured party, and the Issuer as assignee party (and the Trustee as re-assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; and execution and delivery of a UCC financing statement naming executed by the Retention Holder Depositor, as debtor, naming the Issuer as secured party (and the Trustee as assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; and a UCC-1 execution and delivery of UCC financing statement naming statements executed by the Issuer Issuer, as debtor, and naming the Trustee, for the benefit of the Secured Parties, as secured party and identifying the Conveyed Collateral or all assets of the IssuerCollateral, as collateral for filing with the office of the Secretary of State for the State of Delaware; (v) a fully executed copy of each Transaction Document; and (vi) all Opinions of Counsel required to be delivered pursuant to Section 3.1(c3.1(iii) of the Indenture. (b) On or after Concurrently with the transfer of the Initial Conveyed Collateral by the Transferor Originator to the Retention Holder Depositor and by the Retention Holder Depositor to the Issuer, the (i) the Transferor Originator shall transfer to the Collection Account all Principal Proceeds and Interest Proceeds received with respect to such Initial Conveyed Collateral Collateral, on and after the Closing Date, (ii) each of the representations and warranties made by the Transferor Originator pursuant to Article III applicable to the Initial Conveyed Collateral shall be true and correct as of the Closing Date, and (iii) each of the Transferor and the Retention Holder, as applicable, Originator shall, at its own expense, not later than the Closing Date, indicate in its records that ownership of the Initial Conveyed Collateral has been conveyed to it by GCMF pursuant to the Transferor by any of its affiliates who owned such Initial Conveyed Collateral GCMF Assignment Agreement and then conveyed by the Transferor it to the Retention Holder Depositor and by the Retention Holder Depositor to the Issuer pursuant to this Agreement.

Conveyance of Initial Conveyed Collateral. (a) On or before the Closing Date, the Transferor Originator or the Retention HolderDepositor, as applicable, shall deliver or cause to be delivered to the Trustee each of the documents, certificates and other items as follows: (i) officially certified recent evidence of due formation or incorporation, as applicable, and good standing of the Transferor, the Retention Holder Depositor and the Issuer, in each case under the laws of the State of Delaware, and good standing of the Originator under the laws of the State of Delaware; (ii) a copy of resolutions adopted by a written consent of the board of directors of NewStar KCAP Financial, Inc., in its capacity as Transferor, Originator and in its capacity capacities as the designated manager of the Retention Holder Depositor and in its capacity as designated manager of the Issuer, approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified certified, in each case as applicable, by a Responsible an Officer of NewStar KCAP Financial, Inc., in each such capacitycapacities; (iii) evidence that the lien a copy of the pledgee under any credit facility to which any of the Initial Collateral Obligations is subject is released as to each such Initial Collateral Obligation; (iv) a UCC-1 UCC financing statement and UCC-3 financing statement amendment(with evidence of recordation) naming the Originator, as necessarydebtor, naming the Transferor as debtor, the Retention Holder Depositor as secured party, and the Issuer as assignee party (and the Trustee as re-assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; and delivery of a UCC financing statement naming the Retention Holder Depositor, as debtor, naming the Issuer as secured party (and the Trustee as assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; and a UCC-1 delivery of UCC financing statement statements naming the Issuer Issuer, as debtor, and naming the Trustee, for the benefit of the Secured Parties, as secured party and identifying the Conveyed Collateral or all assets of the IssuerCollateral, as collateral for filing with the office of the Secretary of State for the State of Delaware; (viv) a fully executed copy of each Transaction Document; and (viv) all Opinions of Counsel required to be delivered pursuant to Section 3.1(c) of the Indenture. (b) On or after Concurrently with the transfer of the Initial Conveyed Collateral by the Transferor Originator to the Retention Holder Depositor and by the Retention Holder Depositor to the Issuer, the (i) the Transferor Originator shall transfer to the Collection Account all Principal Proceeds and Interest Proceeds received with respect to such Initial Conveyed Collateral Collateral, on and after the Closing Date, (ii) each of the representations and warranties made by the Transferor Originator pursuant to Article III applicable to the Initial Conveyed Collateral shall be true and correct as of the Closing Date, and (iii) each of the Transferor and the Retention Holder, as applicable, Originator shall, at its own expense, and not later than the Closing Date, indicate in its records that ownership of the Initial Conveyed Collateral has been conveyed by it to the Transferor by any of its affiliates who owned such Initial Conveyed Collateral and then conveyed by the Transferor to the Retention Holder Depositor and by the Retention Holder Depositor to the Issuer pursuant to this Agreement.

Conveyance of Initial Conveyed Collateral. (a) On or before the Closing Date, the Transferor or the U.S. Retention Holder, as applicable, shall deliver or cause to be delivered to the Trustee each of the documents, certificates and other items as follows: (i) officially certified recent evidence of due formation and good standing of the Transferor, the U.S. Retention Holder and the Issuer, in each case under the laws of the State of Delaware; (ii) a copy of resolutions adopted by the board appropriate governing body of directors of NewStar Financial, Inc.Apollo Debt Solutions BDC, in its capacity as Transferor, in its capacity as the designated manager of the U.S. Retention Holder Holder, and in its capacity as designated manager sole member of the Issuer, approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified by a Responsible Officer the board of NewStar Financial, Inc.managers of Apollo Debt Solutions BDC, in each such capacity; (iii) evidence that the lien of the pledgee under any credit facility to which any of the Initial Collateral Obligations is subject is released as to each such Initial Collateral Obligation; (iv) a UCC-1 financing statement and UCC-3 financing statement amendment, as necessaryamendments, naming the Transferor as debtor, the U.S. Retention Holder as secured party, and the Issuer as assignee (and the Trustee as re-assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; a UCC UCC-1 financing statement naming the U.S. Retention Holder as debtor, the Issuer as secured party (and the Trustee as assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; and a UCC-1 financing statement naming the Issuer as debtor, the Trustee, for the benefit of the Secured Parties, as secured party and identifying the Conveyed Collateral or all assets of the Issuer, as collateral for filing with the office of the Secretary of State for the State of Delaware; (v) a fully executed copy of each Transaction Document; and (vi) all Opinions of Counsel required to be delivered pursuant to Section 3.1(c3.1(iii) of the Indenture. (b) On or after the transfer of the Initial Conveyed Collateral by the Transferor to the U.S. Retention Holder and by the U.S. Retention Holder to the Issuer, (i) the Transferor shall transfer to the Collection Account all Principal Proceeds and Interest Proceeds received with respect to such Initial Conveyed Collateral on and after the Closing Date, (ii) each of the representations and warranties made by the Transferor pursuant to Article III applicable to the Initial Conveyed Collateral shall be true and correct as of the Closing Date, and (iii) each of the Transferor and the U.S. Retention Holder, as applicable, shall, at its own expense, not later than the Closing Date, indicate in its records that ownership of the Initial Conveyed Collateral has been conveyed to the Transferor by any of its affiliates who owned such Initial Conveyed Collateral and then conveyed by the Transferor to the U.S. Retention Holder and by the U.S. Retention Holder to the Issuer pursuant to this Agreement.

Conveyance of Initial Conveyed Collateral. (a) On or before the Closing Date, the Transferor or the Retention HolderDepositor, as applicable, shall deliver or cause to be delivered to the Trustee each of the documents, certificates and other items as follows: (i) officially certified recent evidence of due formation and good standing of the Transferor, the Retention Holder Depositor and the Issuer, in each case under the laws of the State of Delaware; (ii) a copy of resolutions adopted by the board of directors of NewStar Financial, Inc., in its capacity as Transferor, in its capacity as the designated manager of the Retention Holder Depositor and in its capacity as designated manager of the Issuer, approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified by a Responsible Officer of NewStar Financial, Inc., in each such capacity; (iii) evidence that the lien of the pledgee under any credit facility to which any of the Initial Collateral Obligations is subject is released as to each such Initial Collateral Obligation; (iv) a UCC-1 UCC financing statement and UCC-3 financing statement amendment, as necessary, naming the Transferor as debtor, the Retention Holder Depositor as secured party, and the Issuer as assignee (and the Trustee as re-assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; a UCC financing statement naming the Retention Holder Depositor as debtor, naming the Issuer as secured party (and the Trustee as assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; and a UCC-1 UCC financing statement naming the Issuer as debtor, the Trustee, for the benefit of the Secured Parties, as secured party and identifying the Conveyed Collateral or all assets of the Issuer, as collateral for filing with the office of the Secretary of State for the State of Delaware; (v) a fully executed copy of each Transaction Document; and (vi) all Opinions of Counsel required to be delivered pursuant to Section 3.1(c3.1(iii) of the Indenture. (b) On or after the transfer of the Initial Conveyed Collateral by the Transferor to the Retention Holder Depositor and by the Retention Holder Depositor to the Issuer, the (i) the Transferor shall transfer to the Collection Account all Principal Proceeds and Interest Proceeds received with respect to such Initial Conveyed Collateral on and after the Closing Date, (ii) each of the representations and warranties made by the Transferor pursuant to Article III applicable to the Initial Conveyed Collateral shall be true and correct as of the Closing Date, and (iii) each of the Transferor and the Retention Holder, as applicable, shall, at its own expense, not later than the Closing Date, indicate in its records that ownership of the Initial Conveyed Collateral has been conveyed to the Transferor it by any of its affiliates who owned such Initial Conveyed Collateral and then conveyed by the Transferor it to the Retention Holder Depositor and by the Retention Holder Depositor to the Issuer pursuant to this Agreement.

Conveyance of Initial Conveyed Collateral. (a) On or before the Closing Date, the Transferor or the Retention Holder, as applicable, shall deliver or cause to be delivered to the Trustee each of the documents, certificates and other items as follows: (i) officially certified recent evidence of due formation and good standing of the Transferor, the Retention Holder and the Issuer, in each case under the laws of the State of Delaware; (ii) a copy of resolutions adopted by the board of directors of NewStar Financial, Inc., in its capacity as Transferor, in its capacity as the designated manager of the Retention Holder and in its capacity as designated manager of the Issuer, approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified by a Responsible Officer of NewStar Financial, Inc., in each such capacity; (iii) evidence that the lien of the pledgee under any credit facility to which any of the Initial Collateral Obligations is subject is released as to each such Initial Collateral Obligation; (iv) a UCC-1 financing statement and UCC-3 financing statement amendment, as necessary, naming the Transferor as debtor, the Retention Holder as secured party, and the Issuer as assignee (and the Trustee as re-assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; a UCC financing statement naming the Retention Holder as debtor, the Issuer as secured party (and the Trustee as assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; and a UCC-1 financing statement naming the Issuer as debtor, the Trustee, for the benefit of the Secured Parties, as secured party and identifying the Conveyed Collateral or all assets of the Issuer, as collateral for filing with the office of the Secretary of State for the State of Delaware; (v) a fully executed copy of each Transaction Document; and (vi) all Opinions of Counsel required to be delivered pursuant to Section 3.1(c) of the Indenture. (b) On or after the transfer of the Initial Conveyed Collateral by the Transferor to the Retention Holder and by the Retention Holder to the Issuer, (i) the Transferor shall transfer to the Collection Account all Principal Proceeds and Interest Proceeds received with respect to such Initial Conveyed Collateral on and after the Closing Date, (ii) each of the representations and warranties made by the Transferor pursuant to Article III applicable to the Initial Conveyed Collateral shall be true and correct as of the Closing Date, and (iii) each of the Transferor and the Retention Holder, as applicable, shall, at its own expense, not later than the Closing Date, indicate in its records that ownership of the Initial Conveyed Collateral has been conveyed to the Transferor by any of its affiliates who owned such Initial Conveyed Collateral and then conveyed by the Transferor to the Retention Holder and by the Retention Holder to the Issuer pursuant to this Agreement.

Conveyance of Initial Conveyed Collateral. (a) On or before the Closing Date, the Transferor or the Retention HolderDepositor, as applicable, shall deliver or cause to be delivered to the Trustee each of the documents, certificates and other items as follows: (i) officially certified recent evidence of due formation and good standing of the Transferor, the Retention Holder Depositor and the Issuer, in each case under the laws of the State of Delaware; (ii) a copy of resolutions adopted by the board of directors of NewStar Financial, Inc., in its capacity as Transferor, in its capacity as the designated manager of the Retention Holder Depositor and in its capacity as designated manager of the Issuer, approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified by a Responsible Officer of NewStar Financial, Inc., in each such capacity; (iii) evidence that the lien of the pledgee under any credit facility to which any of the Initial Collateral Obligations is subject is released as to each such Initial Collateral Obligation; (iv) a UCC-1 UCC financing statement and UCC-3 financing statement amendment, as necessary, naming the Transferor as debtor, the Retention Holder Depositor as secured party, and the Issuer as assignee (and the Trustee as re-assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; a UCC financing statement naming the Retention Holder Depositor as debtor, the Issuer as secured party (and the Trustee as assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; and a UCC-1 UCC financing statement naming the Issuer as debtor, the Trustee, for the benefit of the Secured Parties, as secured party and identifying the Conveyed Collateral or all assets of the Issuer, as collateral for filing with the office of the Secretary of State for the State of Delaware; (v) a fully executed copy of each Transaction Document; and (vi) all Opinions of Counsel required to be delivered pursuant to Section 3.1(c) of the Indenture. (b) On or after the transfer of the Initial Conveyed Collateral by the Transferor to the Retention Holder Depositor and by the Retention Holder Depositor to the Issuer, (i) the Transferor shall transfer to the Collection Account all Principal Proceeds and Interest Proceeds received with respect to such Initial Conveyed Collateral on and after the Closing Date, (ii) each of the representations and warranties made by the Transferor pursuant to Article III applicable to the Initial Conveyed Collateral shall be true and correct as of the Closing Date, and (iii) each of the Transferor and the Retention Holder, as applicable, shall, at its own expense, not later than the Closing Date, indicate in its records that ownership of the Initial Conveyed Collateral has been conveyed to the Transferor it by any of its affiliates who owned such Initial Conveyed Collateral and then conveyed by the Transferor it to the Retention Holder Depositor and by the Retention Holder Depositor to the Issuer pursuant to this Agreement.

Conveyance of Initial Conveyed Collateral. (a) On or before the Closing Date, the Transferor Originator or the Retention HolderDepositor, as applicable, shall deliver or cause to be delivered to the Trustee each of the documents, certificates and other items as follows: (i) officially certified recent evidence of due formation and or incorporation, as applicable, good standing of the Transferor, the Retention Holder Depositor and the Issuer, in each case under the laws of the State of DelawareDelaware and good standing of the Originator under the laws of the State of Maryland; (ii) a copy of resolutions adopted by a written consent of the board of directors of NewStar Financial, Inc.TICC Capital Corp., in its capacity as Transferor, Originator and in its capacity capacities as the designated manager of the Retention Holder Depositor and in its capacity as designated manager of the Issuer, approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified by a Responsible Officer of NewStar Financial, Inc.certified, in each case as applicable, by an Officer of TICC Capital Corp., in such capacitycapacities; (iii) evidence that the lien of the pledgee under any credit facility to which any of the Initial Collateral Obligations is subject is released as to each such Initial Collateral Obligation; (iv) a UCC-1 UCC financing statement and UCC-3 financing statement amendmentexecuted by the Originator, as necessarydebtor, naming the Transferor as debtor, the Retention Holder Depositor as secured party, and the Issuer as assignee party (and the Trustee as re-assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; and execution and delivery of a UCC financing statement naming executed by the Retention Holder Depositor, as debtor, naming the Issuer as secured party (and the Trustee as assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; and a UCC-1 execution and delivery of UCC financing statement naming statements executed by the Issuer Issuer, as debtor, and naming the Trustee, for the benefit of the Secured Parties, as secured party and identifying the Conveyed Collateral or all assets of the IssuerCollateral, as collateral for filing with the office of the Secretary of State for the State of Delaware; (viv) a fully executed copy of each Transaction Document; and (viv) all Opinions of Counsel required to be delivered pursuant to Section 3.1(c3.1(iii) of the Indenture. (b) On or after Concurrently with the transfer of the Initial Conveyed Collateral by the Transferor Originator to the Retention Holder Depositor and by the Retention Holder Depositor to the Issuer, the (i) the Transferor Originator shall transfer to the Collection Account all Principal Proceeds and Interest Proceeds received with respect to such Initial Conveyed Collateral Collateral, on and after the Closing Date, (ii) each of the representations and warranties made by the Transferor Originator pursuant to Article III applicable to the Initial Conveyed Collateral shall be true and correct as of the Closing Date, and (iii) each of the Transferor and the Retention Holder, as applicable, Originator shall, at its own expense, not later than the Closing Date, indicate in its records that ownership of the Initial Conveyed Collateral has been conveyed by it to the Transferor by any of its affiliates who owned such Initial Conveyed Collateral and then conveyed by the Transferor to the Retention Holder Depositor and by the Retention Holder Depositor to the Issuer pursuant to this Agreement.

Conveyance of Initial Conveyed Collateral. (a) On or before the Closing Date, the Transferor or the U.S. Retention Holder, as applicable, shall deliver or cause to be delivered to the Trustee each of the documents, certificates and other items as follows: (i) officially certified recent evidence of due formation and good standing of the Transferor, the U.S. Retention Holder and the Issuer, in each case under the laws of the State of Maryland or State of Delaware, as applicable; (ii) a copy of resolutions adopted by the board appropriate governing body of directors of NewStar Financial, Inc.MidCap Financial Investment Corporation, in its capacity as Transferor, in its capacity as the designated manager of the U.S. Retention Holder Holder, and in its capacity as designated manager sole member of the Issuer, approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified by a Responsible Officer the board of NewStar Financial, Inc.managers of MidCap Financial Investment Corporation, in each such capacity; (iii) evidence that the lien of the pledgee under any credit facility to which any of the Initial Collateral Obligations is subject is released as to each such Initial Collateral Obligation; (iv) a UCC-1 financing statement and UCC-3 financing statement amendment, as necessaryamendments, naming the Transferor as debtor, the U.S. Retention Holder as secured party, and the Issuer as assignee (and the Trustee as re-assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of DelawareMaryland; a UCC UCC-1 financing statement naming the U.S. Retention Holder as debtor, the Issuer as secured party (and the Trustee as assignee for the benefit of the Secured Parties) and identifying the Conveyed Collateral as collateral for filing with the office of the Secretary of State for the State of Delaware; and a UCC-1 financing statement naming the Issuer as debtor, the Trustee, for the benefit of the Secured Parties, as secured party and identifying the Conveyed Collateral or all assets of the Issuer, as collateral for filing with the office of the Secretary of State for the State of Delaware; (v) a fully executed copy of each Transaction Document; and (vi) all Opinions of Counsel required to be delivered pursuant to Section 3.1(c3.1(iii) of the Indenture. (b) On or after the transfer of the Initial Conveyed Collateral by the Transferor to the U.S. Retention Holder and by the U.S. Retention Holder to the Issuer, (i) the Transferor shall transfer to the Collection Account all Principal Proceeds and Interest Proceeds received with respect to such Initial Conveyed Collateral on and after the Closing Date, (ii) each of the representations and warranties made by the Transferor pursuant to Article III applicable to the Initial Conveyed Collateral shall be true and correct as of the Closing Date, and (iii) each of the Transferor and the U.S. Retention Holder, as applicable, shall, at its own expense, not later than the Closing Date, indicate in its records that ownership of the Initial Conveyed Collateral has been conveyed to the Transferor by any of its affiliates who owned such Initial Conveyed Collateral and then conveyed by the Transferor to the U.S. Retention Holder and by the U.S. Retention Holder to the Issuer pursuant to this Agreement.