Exhibit 10.27
ACAS TRANSFER AGREEMENT
between
AMERICAN CAPITAL STRATEGIES, LTD.,
as the Originator ,
and
ACAS BUSINESS LOAN LLC, 2005-1,
as the Trust Depositor
Dated as of October 4, 2005
ACAS Business Loan Trust Notes, Series 2005-1
Class A-1, Class A-2A, Class A-2B, Class B, Class C, Class D and Class E Notes
TABLE OF CONTENTS
-i-
Page
ARTICLE I. DEFINITIONS
2
Section 1.01.
Definitions
2
Section 1.02.
Other Terms
2
Section 1.03.
Computation of Time Periods
2
Section 1.04.
Interpretation
2
Section 1.05.
References
3
Section 1.06.
Calculations
3
ARTICLE II. TRANSFER OF LOAN ASSETS
3
Section 2.01.
Transfer of Loan Assets
3
Section 2.02.
Conditions to Transfer of Initial Loan Assets to the Trust Depositor
5
Section 2.03.
Acceptance by the Trust Depositor
7
Section 2.04.
Conveyance of Substitute Loans
7
Section 2.05.
Conveyance of Additional Loans
9
Section 2.06.
Delivery of Loan Files
11
Section 2.07.
Release of Released Amounts
11
ARTICLE III. REPRESENTATIONS AND WARRANTIES
11
Section 3.01.
Representations and Warranties Regarding the Originator
12
Section 3.02.
Representations and Warranties Regarding Each Loan and as to Certain Loans in the
Aggregate
16
Section 3.03.
Representations and Warranties Regarding the Initial Loans in the Aggregate
16
Section 3.04.
Representations and Warranties Regarding the Loan Files
17
Section 3.05.
Representations and Warranties Regarding Concentrations of Initial Loans
17
Section 3.06.
Representations and Warranties By the Trust Depositor
17
ARTICLE IV. PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS
19
Section 4.01.
Custody of Loans
19
Section 4.02.
Filing
19
Section 4.03.
Name Change or Relocation