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. 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 for the benefit of the Certificateholders and 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.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (BLC Financial Services Inc), Pooling and Servicing Agreement (BLC Financial Services Inc)

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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 SellerBank'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. (b) The Bank shall transfer to the Trustee the Unguaranteed Interest of the Subsequent SBA Loans and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Bank shall have provided the Trustee with an Addition Notice and shall have provided any information reasonably requested by it with respect to the Subsequent SBA Loans; (ii) the Bank shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) that shall include SBA Loan Schedules, listing the Subsequent SBA Loans and any other exhibits listed thereon; (iii) the Bank shall have deposited in the Principal and Interest Account all collections in respect of the Subsequent SBA Loans received on or after the related Subsequent Cut-Off Date; (iv) as of each Subsequent Transfer Date, the Bank was not insolvent nor will it have been made insolvent by such transfer nor is it aware of any pending insolvency; (v) such addition will not result in a loanmaterial adverse tax consequence to the Trust Fund or the Holders of the Certificates; (vi) the Funding Period shall not have terminated; (vii) the Bank shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (viii) the Bank shall have delivered to the Rating Agencies and the Trustee, Opinions of Counsel with respect to the transfer of the Subsequent SBA (ix) the FTA shall have delivered, pursuant to the Multi-Party Agreement, an acknowledgment of receipt of the SBA Note relating to such SBA Section 7(a) Loan in the form attached as Exhibit 1 to the Multi-Party Agreement. (c) The obligation of the Trust Fund to purchase the Unguaranteed Interest of a Subsequent SBA Loan on any Subsequent Transfer Date is subject to the requirement, as evidenced by a certificate from a Responsible Officer of the Bank, that such Subsequent SBA Loan conforms in all material respects to the representations and warranties concerning the individual Initial SBA Loans set forth in Sections 3.01 and 3.02 (except that any reference therein to the Cut-Off Date shall be deemed a reference to the applicable Subsequent Cut-Off Date) and that the inclusion of all Subsequent SBA Loans being transferred to the Trust Fund on such Subsequent Transfer Date will not change, in any material respect, the characteristics of the Initial SBA Loans, in the event that such conveyance is deemed to be a loanaggregate, it is set forth in Sections 3.01 and 3.02 or in the intent of the parties to this Agreement that the Seller shall be deemed to have granted, and hereby does grant, to the Trustee for the benefit of the Certificateholders and the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and Confidential Placement Memorandum under the Unguaranteed Interests headings "Summary of the Terms -- The SBA Loans Loan Pool" and other assets in the Trust Fund"The SBA Loan Pool." Further, and that this Agreement shall constitute a security agreement under applicable law.each Subsequent SBA Loan must be an SBA Section 7(a)

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (First International Bancorp Inc), Pooling and Servicing Agreement (First International Bancorp Inc)

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. Although it is The amount released from the intent Pre-Funding Account shall be one-hundred percent (100%) of the parties aggregate Principal Balances as of the related Subsequent Cut-Off Date of the Subsequent SBA Loans so transferred on the related Subsequent Transfer Date. (b) The Seller shall transfer to this Agreement the Trustee the Unguaranteed Interest of the Subsequent SBA Loans and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by it with respect to the Subsequent SBA Loans; (ii) the Seller shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) that shall include SBA Loan Schedules, listing the conveyance Subsequent SBA Loans and any other exhibits listed thereon; (iii) the Seller shall have deposited in the Principal and Interest Account all collections in respect of the Subsequent SBA Loans received on or after the related Subsequent Cut-Off Date; (iv) as of each Subsequent Transfer Date, none of the Seller's right, title and interest the Servicer or the Spread Account Depositor was insolvent nor will any of them have been made insolvent by such transfer nor is any of them aware of any pending insolvency; (v) such addition will not result in and a material adverse tax consequence to the Unguaranteed Interests Trust Fund or the Holders of the Certificates; (vi) the Funding Period shall not have terminated; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (viii) the Seller shall have delivered to the Rating Agency and the Trustee, Opinions of Counsel with respect to the transfer of the Subsequent SBA Loans substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date (bankruptcy, corporate and tax opinions); and (ix) the FTA shall have delivered, pursuant to Section 2.05(a) hereof, an acknowledgment of receipt of the SBA Loans and other assets Loan by the FTA relating to such SBA Loan in the form attached as Exhibit 1 to the Multi-Party Agreement. (c) The obligation of the Trust Fund pursuant to this Agreement purchase the Unguaranteed Interest of a Subsequent SBA Loan on any Subsequent Transfer Date is subject to the requirement, as evidenced by a certificate from a Responsible Officer of the Seller, that such Subsequent SBA Loan conforms in all material respects to the representations and warranties concerning the individual Initial SBA Loans set forth in Sections 3.01 and 3.02 (except that any reference therein to the Cut-Off Date shall constitute be deemed a purchase reference to the applicable Subsequent Cut-Off Date) and sale and that the inclusion of all Subsequent SBA Loans being transferred to the Trust Fund on such Subsequent Transfer Date will not a loanchange, in any material respect, the characteristics of the Initial SBA Loans, in the event that such conveyance is deemed to be a loanaggregate, it is set forth in Sections 3.1 and 3.2 or in the intent of the parties to this Agreement that the Seller shall be deemed to have grantedConfidential Placement Memorandum dated December 19, and hereby does grant, to the Trustee for the benefit of the Certificateholders and the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and 1997 under the Unguaranteed Interests headings "Summary of the Terms -- The SBA Loans Loan Pool" and other assets in the Trust Fund"The SBA Loan Pool." Further, and that this Agreement shall constitute a security agreement under applicable law.each Subsequent SBA Loan must be an SBA ss.7

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (BLC Financial Services Inc), Pooling and Servicing Agreement (BLC Financial Services Inc)

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. Although it is The amount released from the intent Pre-Funding Account shall be one-hundred percent (100%) of the parties to this Agreement that the conveyance aggregate Principal Balances as of the Seller's right, title and interest in and related Subsequent Transfer Date of the Subsequent SBA Loans so transferred. (b) The Sellers shall transfer to the Trustee the Unguaranteed Interests Interest of the Subsequent SBA Loans and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Sellers shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by it with respect to the Subsequent SBA Loans; (ii) the Sellers shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) that shall include SBA Loan Schedules, listing the Subsequent SBA Loans and any other exhibits listed thereon; (iii) the Sellers shall have deposited in the Principal and Interest Account all collections in respect of the Subsequent SBA Loans received on or after the related Subsequent Cut-Off Date; (iv) as of each Subsequent Transfer Date, none of the related Seller, the Servicer or the Representative was insolvent nor will any of them have been made insolvent by such transfer nor is any of them aware of any pending insolvency; (v) such addition will not result in a material adverse tax consequence to the Trust Fund or the Holders of the Certificates; (vi) the Pre-Funding Period shall not have terminated; (vii) the Representative shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (viii) the Representative shall have delivered to the Rating Agencies and the Trustee, Opinions of Counsel with respect to the transfer of the Subsequent SBA Loans substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date (bankruptcy, corporate and tax opinions); and (ix) the FTA shall have delivered, pursuant to Section 2.05(a) hereof, an acknowledgment of receipt of the SBA Loans and other assets Note relating to such SBA ss. 7 (a) Loan in the form attached as Exhibit 1 to the Multi-Party Agreement. (c) The obligation of the Trust Fund pursuant to this Agreement purchase the Unguaranteed Interest of a Subsequent SBA Loan on any Subsequent Transfer Date is subject to the requirement, as evidenced by a certificate from a Responsible Officer of the Representative, that such Subsequent SBA Loan conforms in all material respects to the representations and warranties concerning the individual Initial SBA Loans set forth in Sections 3.01 and 3.02 (except that any reference therein to the Cut-Off Date shall constitute be deemed a purchase reference to the applicable Subsequent Cut-Off Date) and sale and that the inclusion of all Subsequent SBA Loans being transferred to the Trust Fund on such Subsequent Transfer Date will not a loanchange, in any material respect, the characteristics of the Initial SBA Loans, in the event that such conveyance is deemed to be aggregate, set forth in Sections 3.01 and 3.02 or in the Prospectus Supplement dated September 26, 1997 forming a loan, it is the intent part of the parties to this Agreement that the Seller shall be deemed to have granted, and hereby does grant, to the Trustee for the benefit of the Certificateholders and the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and Registration Statement under the Unguaranteed Interests headings "Summary of the Terms -- The SBA Loans Loan Pool" and other assets in the Trust Fund"The SBA Loan Pool." Further, and that this Agreement shall constitute a security agreement under applicable law.each Subsequent SBA Loan must be an SBA ss. 7

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Money Store Sba Loan Backed Adj Rak Cert Series 1997-I)

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. Although it is The amount released from the intent Pre-Funding Account shall be one-hundred percent (100%) of the parties to this Agreement that the conveyance aggregate Principal Balances as of the Seller's right, title and interest in and to the Unguaranteed Interests related Subsequent Transfer Date of the Subsequent 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 for the benefit of the Certificateholders and 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 lawso transferred.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Money Store of New York Inc)

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. Although it is The amount released from the intent Pre-Funding Account shall be one-hundred percent (100%) of the parties to this Agreement that the conveyance aggregate Principal Balances as of the Seller's right, title and interest in and related Subsequent Transfer Date of the Subsequent SBA Loans so transferred. (b) The Sellers shall transfer to the Trustee the Unguaranteed Interests Interest of the Subsequent SBA Loans and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Sellers shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by it with respect to the Subsequent SBA Loans; (ii) the Sellers shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) that shall include SBA Loan Schedules, listing the Subsequent SBA Loans and any other exhibits listed thereon; (iii) the Sellers shall have deposited in the Principal and Interest Account all collections in respect of the Subsequent SBA Loans received on or after the related Subsequent Cut-Off Date; (iv) as of each Subsequent Transfer Date, none of the related Seller, the Servicer or the Representative was insolvent nor will any of them have been made insolvent by such transfer nor is any of them aware of any pending insolvency; (v) such addition will not result in a material adverse tax consequence to the Trust Fund or the Holders of the Certificates; (vi) the Pre-Funding Period shall not have terminated; (vii) the Representative shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (viii) the Representative shall have delivered to the Rating Agencies and the Trustee, Opinions of Counsel with respect to the transfer of the Subsequent SBA Loans substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date (bankruptcy, corporate and tax opinions); and (ix) the FTA shall have delivered, pursuant to Section 2.05(a) hereof, an acknowledgment of receipt of the SBA Loans and other assets Note relating to such SBA ss. 7 (a) Loan in the form attached as Exhibit 1 to the Multi-Party Agreement. (c) The obligation of the Trust Fund pursuant to this Agreement purchase the Unguaranteed Interest of a Subsequent SBA Loan on any Subsequent Transfer Date is subject to the requirement, as evidenced by a certificate from a Responsible Officer of the Representative, that such Subsequent SBA Loan conforms in all material respects to the representations and warranties concerning the individual Initial SBA Loans set forth in Sections 3.01 and 3.02 (except that any reference therein to the Cut-Off Date shall constitute be deemed a purchase reference to the applicable Subsequent Cut-Off Date) and sale and that the inclusion of all Subsequent SBA Loans being transferred to the Trust Fund on such Subsequent Transfer Date will not a loanchange, in any material respect, the characteristics of the Initial SBA Loans, in the event that such conveyance is deemed to be aggregate, set forth in Sections 3.01 and 3.02 or in the Prospectus Supplement dated March _, 1998 forming a loan, it is the intent part of the parties to this Agreement that the Seller shall be deemed to have granted, and hereby does grant, to the Trustee for the benefit of the Certificateholders and the Trustee a first priority perfected security interest in all of the Seller's right, title and interest in, to and Registration Statement under the Unguaranteed Interests headings "Summary of the Terms -- The SBA Loans Loan Pool" and other assets in the Trust Fund"The SBA Loan Pool." Further, and that this Agreement shall constitute a security agreement under applicable law.each Subsequent SBA Loan must be an SBA ss. 7

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Money Store of New York Inc)

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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 for the benefit of the Certificateholders and 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. (b) The Seller shall transfer to the Trustee the Unguaranteed Interest of the Subsequent SBA Loans and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by it with respect to the Subsequent SBA Loans; (ii) the Seller shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) that shall include SBA (iii) the Seller shall have deposited in the Principal and Interest Account all collections in respect of the Subsequent SBA Loans received on or after the related Subsequent Cut-Off Date; (iv) as of each Subsequent Transfer Date, the Bank was not insolvent nor will it have been made insolvent by such transfer nor is it aware of any pending insolvency; (v) such addition will not result in a material adverse tax consequence to the Trust Fund or the Holders of the Certificates; (vi) the Pre-Funding Period shall not have terminated; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (viii) the Seller shall have delivered to the Rating Agency and the Trustee, Opinions of Counsel with respect to the transfer of the Subsequent SBA Loans substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date (bankruptcy, corporate and tax opinions); and (ix) the FTA shall have delivered, pursuant to Section 2.05(a) hereof, an acknowledgment of receipt of the SBA Note relating to such SBA Section 7(a) Loan in the form attached as Exhibit 1 to the Multi-Party Agreement. (c) The obligation of the Trust Fund to purchase the Unguaranteed Interest of a Subsequent SBA Loan on any Subsequent Transfer Date is subject to the requirement, as evidenced by a certificate from a Responsible Officer of the Seller, that such Subsequent SBA Loan conforms in all material respects to the representations and warranties concerning the individual Initial SBA Loans set forth in Sections 3.01 and 3.02 (except that any reference therein to the Cut-Off Date shall be deemed a reference to the applicable Subsequent Cut-Off Date) and that the inclusion of all Subsequent SBA Loans being transferred to the Trust Fund on such Subsequent Transfer Date will not change, in any material

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First International Bancorp Inc)

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 for the benefit of the Certificateholders and 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 Transfer Date of the Subsequent SBA Loans so transferred. (b) The Seller shall transfer to the Trustee the Unguaranteed Interest of the Subsequent SBA Loans and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by it with respect to the Subsequent SBA Loans; (ii) the Seller shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) that shall include SBA Loan Schedules, listing the Subsequent SBA Loans and any other exhibits listed thereon; (iii) the Seller shall have deposited in the Principal and Interest Account all collections in respect of the Subsequent SBA Loans received on or after the related Subsequent Cut-Off Date; (iv) as of each Subsequent Transfer Date, the Bank was not insolvent nor will it have been made insolvent by such transfer nor is it aware of any pending insolvency; (v) such addition will not result in a material adverse tax consequence to the Trust Fund or the Holders of the Certificates; (vi) the Pre-Funding Period shall not have terminated; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (viii) the Seller shall have delivered to the Rating Agency and the Trustee, Opinions of Counsel with respect to the transfer of the Subsequent SBA Loans substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date (bankruptcy, corporate and tax opinions); and (ix) the FTA shall have delivered, pursuant to Section 2.05(a) hereof, an acknowledgment of receipt of the SBA Note relating to such SBA (S) 7(a) Loan in the form attached as Exhibit 1 to the Multi-Party Agreement. (c) The obligation of the Trust Fund to purchase the Unguaranteed Interest of a Subsequent SBA Loan on any Subsequent Transfer Date is subject to the requirement, as evidenced by a certificate from a Responsible Officer of the Seller, that such Subsequent SBA Loan conforms in all material respects to the representations and warranties concerning the individual Initial SBA Loans set forth in Sections 3.01 and 3.02 (except that any reference therein to the Cut- Off Date shall be deemed a reference to the applicable Subsequent Cut-Off Date) and that the inclusion of all Subsequent SBA Loans being transferred to the Trust Fund on such Subsequent Transfer Date will not change, in any material respect, the characteristics of the Initial SBA Loans, in the aggregate, set forth in Sections 3.01 and 3.02 or in the II-9

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First International Bancorp Inc)

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. Although it is The amount released from the intent Pre-Funding Account shall be one-hundred percent (100%) of the parties to this Agreement that the conveyance aggregate Principal Balances as of the Seller's right, title and interest in and related Subsequent Cut-Off Date of the Subsequent SBA Loans so transferred on the related Subsequent Transfer Date. (b) The Sellers shall transfer to the Trustee the Unguaranteed Interests Interest of the Subsequent SBA Loans and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Sellers shall have provided the Trustee with a timely Addition Notice and shall have provided any information reasonably requested by it with respect to the Subsequent SBA Loans; (ii) the Sellers shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) that shall include SBA Loan Schedules, listing the Subsequent SBA Loans and any other exhibits listed thereon; (iii) the Sellers shall have deposited in the Principal and Interest Account all collections in respect of the Subsequent SBA Loans received on or after the related Subsequent Cut-Off Date; (iv) as of each Subsequent Transfer Date, none of the related Seller, the Servicer or the Representative was insolvent nor will any of them have been made insolvent by such transfer nor is any of them aware of any pending insolvency; (v) such addition will not result in a material adverse tax consequence to the Trust Fund or the Holders of the Certificates; (vi) the Funding Period shall not have terminated; (vii) the Representative shall have delivered to the Trustee an Officer`s Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b) and in the related Subsequent Transfer Agreement; (viii) the Representative shall have delivered to the Rating Agencies and the Trustee, Opinions of Counsel with respect to the transfer of the Subsequent SBA Loans substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date (bankruptcy, corporate and tax opinions); and (ix) the FTA shall have delivered, pursuant to Section 2.05(a) hereof, an acknowledgment of receipt of the SBA Loans and other assets Note relating to such SBA Section 7(a) Loan in the form attached as Exhibit 1 to the Multi-Party Agreement. (c) The obligation of the Trust Fund pursuant to this Agreement purchase the Unguaranteed Interest of a Subsequent SBA Loan on any Subsequent Transfer Date is subject to the requirement, as evidenced by a certificate from a Responsible Officer of the Representative, that such Subsequent SBA Loan conforms in all material respects to the representations and warranties concerning the individual Initial SBA Loans set forth in Sections 3.01 and 3.02 (except that any reference therein to the Cut-Off Date shall constitute be deemed a purchase reference to the applicable Subsequent Cut-Off Date) and sale and that the inclusion of all Subsequent SBA Loans being transferred to the Trust Fund on such Subsequent Transfer Date will not a loanchange, in any material respect, the characteristics of the Initial SBA Loans, in the event that such conveyance is deemed to be aggregate, set forth in Sections 3.01 and 3.02 or in the Prospectus Supplement dated March 29, 1999 forming a loan, it is the intent part of the parties to this Agreement that Registration Statement under the Seller headings "Summary - Description of SBA Loans" and "The SBA Loan Pool." Further, each Subsequent SBA Loan must be an SBA Section 7(a) Loan. Additionally, following each Subsequent Transfer Date, the weighted average number of months since origination of all the SBA Section 7(a) Loans (including the SBA Section 7(a) Loans being purchased on such Subsequent Transfer Date) shall be deemed to have granted, no less than approximately four months. (d) In connection with the transfer and hereby does grant, to the Trustee for the benefit assignment of the Certificateholders Subsequent SBA Loans, the Representative agrees to satisfy the conditions set forth in Sections 2.01, 2.02, 2.03, 2.04 and 2.05. (e) In connection with each Subsequent Transfer Date, on the Remittance Dates in April, May and June 1999 and the Special Remittance Date, the Representative shall determine, and the Trustee a first priority perfected security interest shall cooperate with the Representative in all determining (i) the amount and correct dispositions of the Seller's rightCapitalized Interest Requirements, title Overfunded Interest Amounts, and interest in, to Pre-Funding Earnings and under (ii) any other necessary matters in connection with the Unguaranteed Interests administration of the SBA Loans Pre-Funding Account and other assets in of the Trust FundCapitalized Interest Account. If any amounts are incorrectly released to the Representative from the Capitalized Interest Account, and that this Agreement the Representative shall constitute a security agreement under applicable lawimmediately repay such amounts to the Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Money Store of New York Inc)

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