Money Store Sba Loan Backed Adj Rak Cert Series 1997-I Sample Contracts

Money Store Sba Loan Backed Adj Rak Cert Series 1997-I – POOLING AND SERVICING AGREEMENT (October 10th, 1997)

POOLING AND SERVICING AGREEMENT Dated as of August 31, 1997 Marine Midland Bank (Trustee) and THE MONEY STORE INVESTMENT CORPORATION (Seller and Servicer) and THE MONEY STORE OF NEW YORK, INC. (Seller) and THE MONEY STORE INC. (Representative) The Money Store SBA Loan-Backed Adjustable Rate Certificates, Series 1997-1, Class A and Class B TABLE OF CONTENTS SECTION PAGE ARTICLE I

Money Store Sba Loan Backed Adj Rak Cert Series 1997-I – UNDERWRITING AGREEMENT (October 10th, 1997)

$140,000,000 THE MONEY STORE INC. The Money Store SBA Loan-Backed Adjustable Rate Certificates, Series 1997-1 UNDERWRITING AGREEMENT September 26, 1997 Prudential Securities Incorporated One New York Plaza New York, New York 10292 Ladies and Gentlemen: The Money Store Inc., a New Jersey corporation (the "Company"), The Money Store Investment Corporation, a New Jersey corporation, and The Money Store of New York, Inc., a New York corporation ("TMSIC" and "MSNY", respectively, each a "Seller" and together the "Sellers"), hereby confirm their agreement with Prudential Securities Incorporated (the "Underwriter") with respect to the delivery by the Sellers, of certificates entitled "The Money Store SBA Loan-Backed Adjustable Rate Certificates, Series 1997-1, Class A (the "Class A C