Common use of Sale and Conveyance of the Subsequent SBA Loans Clause in Contracts

Sale and Conveyance of the Subsequent SBA Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee all right, title and interest of the Seller in and to the Unguaranteed Interest of each Subsequent SBA Loan listed on the SBA Loan Schedule delivered by the Seller on such Subsequent Transfer Date, all its right, title and interest in and to principal collected and interest accruing on the Unguaranteed Interest of each such Subsequent SBA Loan on and after the related Subsequent Cut-Off Date and all its right, title and interest in the Unguaranteed Interest in all insurance policies; provided, that the Seller reserves and retains all of its right, title and interest in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent SBA Loan prior to the related Subsequent Cut-Off Date. The transfer by the Seller of the Unguaranteed Interest of the Subsequent SBA Loans set forth on the SBA Loan Schedule to the Trustee shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Seller. The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balances as of the related Subsequent Cut-Off Date of the Subsequent SBA Loans so transferred on the related Subsequent Transfer Date.

Sale and Conveyance of the Subsequent SBA Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee all right, title and interest of the Seller in and to the Unguaranteed Interest of each Subsequent SBA Loan listed on the SBA Loan Schedule delivered by the Seller on such Subsequent Transfer Date, all its right, title and interest in and to principal collected and interest accruing on the Unguaranteed Interest of each such Subsequent SBA Loan on and after the related Subsequent Cut-Off Date and all its right, title and interest in the Unguaranteed Interest in all insurance policies; provided, that the Seller reserves and retains all of its right, title and interest in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent SBA Loan prior to the related Subsequent Cut-Off Date. The transfer by the Seller of the Unguaranteed Interest of the Subsequent SBA Loans set forth on the SBA Loan Schedule to the Trustee shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Seller. The amount released from Although it is the Pre-Funding Account intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Unguaranteed Interests of the SBA Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be one-hundred percent (100%) deemed to have granted, and hereby does grant, to the Trustee for the benefit of the aggregate Principal Balances as Certificateholders and the Trustee a first priority perfected security interest in all of the related Subsequent Cut-Off Date Seller's right, title and interest in, to and under the Unguaranteed Interests of the Subsequent SBA Loans so transferred on and other assets in the related Subsequent Transfer DateTrust Fund, and that this Agreement shall constitute a security agreement under applicable law.

Sale and Conveyance of the Subsequent SBA Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Bank of all or a portion of the balance of funds in the Pre-Funding Account, the Seller Bank shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee all right, title and interest of the Seller Bank in and to the Unguaranteed Interest of each Subsequent SBA Loan listed on the SBA Loan Schedule delivered by the Seller Bank on such Subsequent Transfer Date, all its their right, title and interest in and to principal collected and interest accruing on the Unguaranteed Interest of each such Subsequent SBA Loan on and after the related Subsequent Cut-Off Date and all its their right, title and interest in the Unguaranteed Interest in all insurance policies; provided, however, that the Seller reserves Bank reserve and retains retain all of its their right, title and interest in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent SBA Loan prior to the related Subsequent Cut-Off Date. The transfer by the Seller Bank of the Unguaranteed Interest of the Subsequent SBA Loans set forth on the SBA Loan Schedule to the Trustee shall be absolute and shall be intended by all parties hereto to be treated as a sale by the SellerBank. Although it is the intent of the parties to this Agreement that the conveyance of the Bank's right, title and interest in and to the Unguaranteed Interests of the SBA Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balances as of the related Subsequent Cut-Off Date of the Subsequent SBA Loans so transferred on the related Subsequent Transfer Date.

Sale and Conveyance of the Subsequent SBA Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without II-7 45 recourse, to the Trustee all right, title and interest of the Seller in and to the Unguaranteed Interest of each Subsequent SBA Loan listed on the SBA Loan Schedule delivered by the Seller on such Subsequent Transfer Date, all its their right, title and interest in and to principal collected and interest accruing on the Unguaranteed Interest of each such Subsequent SBA Loan on and after the related Subsequent Cut-Off Date and all its their right, title and interest in the Unguaranteed Interest in all insurance policies; provided, however, that the Seller reserves reserve and retains retain all of its their right, title and interest in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent SBA Loan prior to the related Subsequent Cut-Off Date. The transfer by the Seller of the Unguaranteed Interest of the Subsequent SBA Loans set forth on the SBA Loan Schedule to the Trustee shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Seller. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Unguaranteed Interests of the SBA Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted, and hereby does grant, to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Unguaranteed Interests of the SBA Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law. The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balances as of the related Subsequent Cut-Off Date of the Subsequent SBA Loans so transferred on the related Subsequent Transfer Date.

Sale and Conveyance of the Subsequent SBA Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Representative of all or a portion of the balance of funds in the Pre-Funding Account, the Seller Sellers shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee all right, title and interest of the applicable Seller in and to the Unguaranteed Interest of each Subsequent SBA Loan listed on the SBA Loan Schedule delivered by the Seller on such Subsequent Transfer Date, all its their right, title and interest in and to principal collected and interest accruing on the Unguaranteed Interest of each such Subsequent SBA Loan on and after the related Subsequent Cut-Off Date and all its their right, title and interest in the Unguaranteed Interest in all insurance policies; provided, HOWEVER, that the Seller reserves Sellers reserve and retains retain all of its their right, title and interest in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent SBA Loan prior to the related Subsequent Cut-Off Date. The transfer by the Seller Sellers of the Unguaranteed Interest of the Subsequent SBA Loans set forth on the SBA Loan Schedule to the Trustee shall be absolute and shall be intended by all parties hereto to be treated as a sale by the SellerSellers. The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balances as of the related Subsequent Cut-Off Transfer Date of the Subsequent SBA Loans so transferred on the related Subsequent Transfer Datetransferred.

Sale and Conveyance of the Subsequent SBA Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Representative of all or a portion of the balance of funds in the Pre-Funding Account, the Seller Sellers shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee all right, title and interest of the applicable Seller in and to the Unguaranteed Interest of each Subsequent SBA Loan listed on the SBA Loan Schedule delivered by the Seller on such Subsequent Transfer Date, all its their right, title and interest in and to principal collected and interest accruing on the Unguaranteed Interest of each such Subsequent SBA Loan on and after the related Subsequent Cut-Off Date and all its their right, title and interest in the Unguaranteed Interest in all insurance policies; providedPROVIDED, HOWEVER, that the Seller reserves Sellers reserve and retains retain all of its their right, title and interest in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent SBA Loan prior to the related Subsequent Cut-Off Date. The transfer by the Seller Sellers of the Unguaranteed Interest of the Subsequent SBA Loans set forth on the SBA Loan Schedule to the Trustee shall be absolute and shall be intended by all parties hereto to be treated as a sale by the SellerSellers. The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balances as of the related Subsequent Cut-Off Date of the Subsequent SBA Loans so transferred on the related Subsequent Transfer Date.

Sale and Conveyance of the Subsequent SBA Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Representative of all or a portion of the balance of funds in the Pre-Funding Account, the Seller Sellers shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee all right, title and interest of the applicable Seller in and to the Unguaranteed Interest of each Subsequent SBA Loan listed on the SBA Loan Schedule delivered by the Seller on such Subsequent Transfer Date, all its their right, title and interest in and to principal collected and interest accruing on the Unguaranteed Interest of each such Subsequent SBA Loan on and after the related Subsequent Cut-Off Date and all its their right, title and interest in the Unguaranteed Interest in and to all insurance policies; providedPROVIDED, HOWEVER, that the Seller reserves Sellers reserve and retains retain all of its their right, title and interest in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent SBA Loan prior to the related Subsequent Cut-Off Date. The transfer by the Seller Sellers of the Unguaranteed Interest of the Subsequent SBA Loans set forth on the SBA Loan Schedule to the Trustee shall be absolute and shall be intended by all parties hereto to be treated as a sale by the SellerSellers. The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balances as of the related Subsequent Cut-Off Transfer Date of the Subsequent SBA Loans so transferred on the related Subsequent Transfer Datetransferred.

Sale and Conveyance of the Subsequent SBA Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Representative of all or a portion of the balance of funds in the Pre-Funding Account, the Seller Sellers shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee all right, title and interest of the applicable Seller in and to the Unguaranteed Interest of each Subsequent SBA Loan listed on the SBA Loan Schedule delivered by the Seller on such Subsequent Transfer Date, all its their right, title and interest in and to principal collected and interest accruing on the Unguaranteed Interest of each such Subsequent SBA Loan on and after the related Subsequent Cut-Off Date and all its their right, title and interest in the Unguaranteed Interest in and to all insurance policies; provided, however, that the Seller reserves Sellers reserve and retains retain all of its their right, title and interest in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent SBA Loan prior to the related Subsequent Cut-Off Date. The transfer by the Seller of the Unguaranteed Interest Sellers of the Subsequent SBA Loans set forth on the SBA Loan Schedule to the Trustee shall be absolute and shall be intended by all parties hereto to be treated as a sale by the SellerSellers. The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balances as of the related Subsequent Cut-Off Transfer Date of the Subsequent SBA Loans so transferred on the related Subsequent Transfer Datetransferred.

Sale and Conveyance of the Subsequent SBA Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trustee all right, title and interest of the Seller in and to the Unguaranteed Interest of each Subsequent SBA Loan listed on the SBA Loan Schedule delivered by the Seller on such Subsequent Transfer Date, all its their right, title and interest in and to principal collected and interest accruing on the Unguaranteed Interest of each such Subsequent SBA Loan on and after the related Subsequent Cut-Off Date and all its their right, title and interest in the Unguaranteed Interest in all insurance policies; provided, -------- however, that the Seller reserves reserve and retains retain all of its their right, title and interest ------- in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent SBA Loan prior to the related Subsequent Cut-Cut- Off Date. The transfer by the Seller of the Unguaranteed Interest of the Subsequent SBA Loans set forth on the SBA Loan Schedule to the Trustee shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Seller. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in and to the Unguaranteed Interests of the SBA Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller shall be deemed to have granted, and hereby does grant, to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Unguaranteed Interests of the SBA Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law. The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balances as of the related Subsequent Cut-Off Transfer Date of the Subsequent SBA Loans so transferred on the related Subsequent Transfer Datetransferred.