Transfer of the Conveyed Collateral. (a) Transfer from the Transferor to the Depositor. Subject to and upon the terms and conditions set forth herein, the Transferor hereby sells, conveys and transfers to the Depositor 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 date hereof equal to the aggregate outstanding principal balance of the Initial Collateral Obligations, which purchase price shall be the aggregate fair market value thereof as reasonably determined by the Collateral Manager in accordance with the Collateral Manager Standard without any third party valuation. The consideration for the transfer of the Initial Conveyed Collateral from the Transferor to the Depositor shall consist of cash paid by the Depositor to the Transferor on the date hereof and, to the extent that such cash so paid on the date hereof is less than the purchase price thereof, the difference shall be deemed a capital contribution from the Transferor to the Depositor on the date hereof.
Transfer of the Conveyed Collateral. (a) Transfer from the Originator to the Depositor. Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, conveys and transfers to the Depositor all of the Originator’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 date hereof of $46,134,054 which purchase price shall be the value thereof as determined by the KCAP Investment Committee in accordance with the 1940 Act (but in no event at less than fair market value). The consideration for the transfer of the Initial Conveyed Collateral from the Originator to the Depositor shall consist of cash paid by the Depositor to the Originator on the date hereof and, to the extent that such cash so paid on the date hereof is less than the purchase price thereof, the difference shall be deemed a capital contribution from the Originator to the Depositor on the date hereof.
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.
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.
(b) Initial Transfer from the Retention Holder to the Issuer. Subject to and upon the terms and conditions set forth herein, effective as of the Closing Date, the Retention Holder hereby sells, conveys and transfers to the Issuer all of the Retention Holder’s right, title and interest in, to and under the Initial Conveyed Collateral for a purchase price on the Closing Date equal to the Issuer Purchase Price with respect thereto. The consideration for the transfer of the Initial Conveyed Collateral from the Retention Holder to the Issuer shall consist of cash paid by the Issuer to the Retention Holder on the Closing Date, the issuance by the Issuer to the Retention Holder of the Class D Notes and the Class E Notes and, to the extent that the cash so paid on the Closing Date and the fair market value of such Notes so issued to the Retention Holder on the Closing Date is less than the purchase price relating to such transfer, the difference shall be deemed a capital contribution from the Retention Holder to the Issuer on the Closing Date.
Transfer of the Conveyed Collateral. (a) Transfer from the Transferor to the Issuer. Subject to and upon the terms and conditions set forth herein, the Transferor hereby sells, conveys and transfers to the Issuer all of the Transferor’s right, title and interest in, to and under the Collateral Obligations and any related Assets with respect thereto (the “Conveyed Collateral”) for a purchase price on the date hereof of $50,053,568.44, which purchase price is the fair market value thereof. The consideration for the transfer of the Conveyed Collateral from the Transferor to the Issuer shall consist of cash paid by the Issuer to the Transferor on the date hereof and the issuance by the Issuer to the Transferor of all of the Subordinated Notes. In connection with such transfer of the Conveyed Collateral from the Transferor to the Issuer, the Transferor shall transfer to the Trustee (for the benefit of the Issuer) for deposit into the Collection Account all proceeds received with respect to such Conveyed Collateral, on and after the Closing Date.
(b) Each of the Transferor and the Issuer acknowledges and agrees that (i) the representations, warranties, covenants and rights of indemnity of the Transferor set forth herein will run to and be for the benefit of the Issuer and the Trustee, on behalf of the Secured Parties and (ii) the Trustee for the benefit of the Secured Parties shall be an express third party beneficiary of such representations, warranties, covenants and rights of indemnity.
(c) Each of the Transferor and the Issuer intends and agrees that (i) the transfer of the Conveyed Collateral by the Transferor to the Issuer pursuant to this Agreement is intended to be an absolute sale, conveyance and transfer of ownership of the Conveyed Collateral rather than the mere granting of a security interest to secure a financing and (ii) such Conveyed Collateral shall not be part of the Transferor’s estate in the event of a filing of a bankruptcy petition or other action by or against the Transferor under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, such transfer is deemed to secure indebtedness, the Transferor hereby Grants to the Issuer a security interest in all of its right, title and interest in, to and under such Conveyed Collateral (whether now existing or hereafter created), and the Issuer hereby further Grants such security interest to the Trustee for the benefit of the Secured Parties. For such purposes, this Agreement shall constitute a securit...
Transfer of the Conveyed Collateral. 5
Section 2.1. Transfer of the Conveyed Collateral. 5 Section 2.2. Conveyance of Initial Conveyed Collateral. 7 Section 2.3. Delivery of Initial Conveyed Collateral 7 Section 2.4. Conveyance of Subsequent Conveyed Collateral. 7 Section 2.5. Assignments. 8 Section 2.6. Transferor Obligations. 9 Section 2.7. Repurchases and Substitutions. 9
Transfer of the Conveyed Collateral
