Common use of Equipment Loans Clause in Contracts

Equipment Loans. With respect to each Equipment Loan (as identified in Schedule III-A), the applicable Originator hereby represents and warrants, and the Issuers hereby represent and warrant with respect to any Equipment Loan pledged prior to the Series Closing Date or purchased or substituted by such Issuer from a third party (subject to Section 2.05 of the Property Management Agreement), as of the date herein below specified or, if no such date is specified, as of the Series Closing Date, except as set forth on Schedule III hereto, that: (a) Immediately prior to the transfer and assignment of the Equipment Loan to the Issuer, the applicable Originator had good and insurable fee title to, and was the sole owner and holder of, the Equipment Loan, free and clear of any and all liens, encumbrances and other interests on, in or to the Equipment Loan. Such transfer and assignment from the applicable Originator to the Issuer of the Equipment Loan by collateral assignment and by individual allonges of the related Equipment Loan notes and assignments of the related security agreements in blank validly assigns all of the applicable Originator’s right, title and ownership of the Equipment Loan to the Issuer (and, with respect to the related security agreement, to the Collateral Agent) free and clear of any pledge, lien, encumbrance or security interest. (b) The applicable Originator has full right and authority to sell, contribute, assign and transfer the Equipment Loan to the Issuer. The entire agreement with the applicable Originator (whether originated by such Originator or a different originator) is contained in the Loan Documents and there are no warranties, agreements or options regarding such Equipment Loan or the related secured equipment not set forth therein. Other than the Loan Documents, there are no agreements between any predecessor in interest in the Equipment Loan and the Borrower. (c) The information pertaining to the Equipment Loan set forth in the equipment loan schedule attached to the related Purchase and Sale Agreement was true and correct in all material respects as of the related Transfer Date. The Equipment Loan was originated or acquired in accordance with, and fully complies with, the related underwriting guidelines in all material respects. The related Loan File contains all of the documents and instruments required to be contained therein. (d) [Reserved]. (e) [Reserved]. (f) The applicable Originator has not waived any material default, breach, violation or event of acceleration existing under the related security agreement or Equipment Loan note. (g) [Reserved]. (h) There is no valid offset, defense or counterclaim to the payment or performance obligations of the Equipment Loan. (i) The secured equipment securing any Equipment Loan is free and clear of any damage that would materially and adversely affect its value as security for the Equipment Loan. (j) The Equipment Loan complied with all applicable usury laws in effect at its date of origination. (k) The proceeds of the Equipment Loan have been fully disbursed and there is no requirement for future advances thereunder. All costs, fees and expenses incurred in making, closing and recording the Equipment Loan, including, but not limited to, security agreement recording taxes and recording and filing fees relating to the origination of such Equipment Loan, have been paid. Any and all requirements as to completion of any on-site or off-site improvement by the Borrower and as to disbursements of any escrow funds therefor that were to have been complied with have been complied with. (l) The Borrower under the related Equipment Loan note, security agreement and all other Loan Documents had the power, authority and legal capacity to enter into, execute and deliver the same, and, as applicable, such Equipment Loan note, security agreement and Loan Documents have been duly authorized, properly executed and delivered by the parties thereto, and each is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (m) [Reserved]. (n) [Reserved]. (o) The Equipment Loan is not cross-collateralized with any other Equipment Loan that is not included in the Collateral Pool. (p) The terms of the related security agreement, Equipment Loan note and other Loan Documents have not been impaired, waived, altered, modified, satisfied, canceled or subordinated in any material respect, except by written instruments that are part of the Loan File, recorded or filed in the applicable public office if necessary to maintain the priority of the lien of the related security agreement, delivered to the Issuer or its designee. (q) There are no delinquent taxes or other similar outstanding lienable charges affecting the secured equipment which are or may become a lien of priority equal to or higher than the lien of the related security agreement. For purposes of this representation and warranty, personal property taxes and assessments shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon. (r) [Reserved]. (s) Each Equipment Loan is a whole loan and not a participation interest. (t) [Reserved]. (u) All escrow deposits relating to the Equipment Loan that are required to be deposited with the applicable Originator or its agent have been so deposited. (v) [Reserved]. (w) [Reserved] (i) There exists no material default, breach or event of acceleration under the Equipment Loan or any of the Loan Documents or any related Lease, (ii) there exists no event (other than payments due but not yet delinquent) that, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such a material default, breach or event of acceleration and (iii) no payment on any Equipment Loan is, or has previously been during any time owned by the applicable Originator or the Issuer, 30 or more days delinquent; provided, however, that this representation and warranty does not cover any default, breach or event of acceleration that specifically pertains to any matter otherwise covered or addressed by any other representation and warranty made by the applicable Originator with respect to the Equipment Loans. (y) [Reserved]. (z) The Equipment Loan contains no equity participation by or shared appreciation rights in the lender or beneficiary under the related security agreement, and does not provide for any contingent or additional interest in the form of participation in the cash flow of the secured equipment securing the Equipment Loan, or for negative amortization. (aa) No holder of the Equipment Loan has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the secured equipment securing the Equipment Loan, directly or indirectly, for the payment of any amount required by the Equipment Loan. (bb) To the applicable Originator’s knowledge, based on due diligence customarily performed in the origination or acquisition of comparable equipment loans by such Originator, as of the date of origination or acquisition of the Equipment Loan, the related Borrower was in compliance with all applicable laws relating to the ownership and operation of the Equipment securing the Equipment Loan as then operated and was in possession of all material licenses, permits and authorizations required by applicable laws for the ownership and operation of such Equipment as operated. (cc) The origination, servicing and collection practices the applicable Originator used with respect to the Equipment Loan since such Originator’s origination or acquisition thereof, have complied with applicable law in all material respects and are consistent and in accordance with the terms of the related Loan Documents and in accordance with the applicable servicing standard and customary industry standards. (dd) The related security agreement or Equipment Loan note, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in paragraph (l) above) such as to render the rights and remedies of the holders thereof adequate for the practical realization against the secured equipment securing the Equipment Loan of the principal benefits of the security intended to be provided thereby, including the right of foreclosure under the laws of the state in which the secured equipment securing the Equipment Loan is located [governing foreclosures of security agreements and deeds of trust under power of sale]. (ee) [Reserved]. (ff) There are no actions, suits, legal, arbitration or administrative proceedings or investigations by or before any court or governmental authority or, to the best of the applicable Originator’s knowledge, pending against or affecting the Borrower the secured equipment securing the Equipment Loan that, if determined adversely to such Borrower or secured equipment securing the Equipment Loan, would materially and adversely affect the value of the secured equipment securing the Equipment Loan or the ability of the Borrower to pay principal, interest or any other amounts due under the Equipment Loan or the related Lease, as applicable. (gg) [Reserved]. (hh) [Reserved]. (ii) The related security agreement does not permit the secured equipment securing the Equipment Loan to be encumbered by any lien junior to or of equal priority with the lien of such security agreement (excluding any lien relating to another Equipment Loan that is cross collateralized with the Equipment Loan) without the prior written consent of the holder thereof. (jj) The Borrower is not a debtor in any state or federal bankruptcy or insolvency proceeding. (kk) As of the date of origination or acquisition of the Equipment Loan by the applicable Originator, the Borrower, if not a natural person was duly organized and validly existing under the laws of the state of its jurisdiction. (ll) [Reserved]. (mm) [Reserved]. (nn) [Reserved]. (oo) Any secured equipment is located within one of the 50 United States or the District of Columbia. (pp) [Reserved]. (qq) The applicable Originator does not have knowledge of any circumstance or condition with respect to the Equipment Loan, the secured equipment securing the Equipment Loan or the Borrower’s credit standing that could reasonably be expected to cause the Issuer to regard such Equipment Loan as unacceptable security, cause such Equipment Loan to become delinquent or have a material adverse effect on the value or marketability of such Equipment Loan. (rr) [Reserved]. (ss) [Reserved]. (tt) With respect to any Equipment Loan originated after the Series Closing Date and with respect to any Qualified Substitute Mortgage Loan purchased or substituted by the Issuer from a third party, the Equipment Loan and the related secured

Equipment Loans. With respect to each Equipment Loan (as identified in Schedule III-A), the applicable Originator Seller hereby represents and warrants, and the Issuers hereby represent and warrant with respect to any Equipment Loan pledged prior to the Series Closing Date or purchased or substituted by such Issuer from a third party (subject to Section 2.05 of the Property Management Agreement), as of the date herein below specified or, if no such date is specified, as of the Series Closing Date, except as set forth on Schedule III hereto, that: (a) Immediately prior to the transfer and assignment of the Equipment Loan to the IssuerSeller, the applicable Originator Purchaser had good and insurable fee title to, and was the sole owner and holder of, the Equipment Loan, free and clear of any and all liens, encumbrances and other interests on, in or to the Equipment Loan. Such transfer and assignment from the applicable Originator Seller to the Issuer Purchaser of the Equipment Loan by collateral assignment and by individual allonges of the related Equipment Loan notes Notes and assignments Assignments of the related security agreements Security Agreements in blank validly assigns all of the applicable OriginatorSeller’s right, title and ownership of the Equipment Loan to the Issuer Purchaser (and, with respect to the related security agreementSecurity Agreement, to the Collateral Agent) free and clear of any pledge, lien, encumbrance or security interest. (b) The applicable Originator Seller has full right and authority to sell, contribute, assign and transfer the Equipment Loan to the IssuerPurchaser. The entire agreement with the applicable Originator Seller (whether originated by such Originator Seller or a different originator) is contained in the Loan Documents and there are no warranties, agreements or options regarding such Equipment Loan or the related secured equipment not set forth therein. Other than the Loan Documents, there are no agreements between any predecessor in interest in the Equipment Loan and the Borrower. (c) The information pertaining to the Equipment Loan set forth in the equipment loan schedule Equipment Loan Schedule attached to the related Purchase and Sale Agreement Agreements (the “Equipment Loan Schedule”) was true and correct in all material respects as of the related Transfer Date. The Equipment Loan was originated or acquired in accordance with, and fully complies with, the related underwriting guidelines Underwriting Guidelines in all material respects. The related Loan File contains all of the documents and instruments required to be contained therein. (d) [Reserved]. (e) [Reserved]. (f) The applicable Originator Seller has not waived any material default, breach, violation or event of acceleration existing under the related security agreement Security Agreement or Equipment Loan noteNote. (g) [Reserved]The Borrower has not waived any material default, breach, violation or event of acceleration by the Tenant existing under the Lease. (h) There is no valid offset, defense or counterclaim to the payment or performance obligations of the Equipment Loan. (i) The secured equipment securing any Equipment Loan is free and clear of any damage that would materially and adversely affect its value as security for the Equipment Loan. (j) The Equipment Loan complied with all applicable usury laws in effect at its date of origination. (k) The proceeds of the Equipment Loan have been fully disbursed and there is no requirement for future advances thereunder. All costs, fees and expenses incurred in making, closing and recording the Equipment Loan, including, but not limited to, security agreement Security Agreement recording taxes and recording and filing fees relating to the origination of such Equipment Loan, have been paid. Any and all requirements as to completion of any on-site or off-site improvement by the Borrower and as to disbursements of any escrow funds therefor that were to have been complied with have been complied with. (l) The Borrower under the related Equipment Loan noteNote, security agreement Security Agreement and all other Loan Documents had the power, authority and legal capacity to enter into, execute and deliver the same, and, as applicable, such Equipment Loan noteNote, security agreement Security Agreement and Loan Documents have been duly authorized, properly executed and delivered by the parties thereto, and each is the legal, valid and binding obligation of the maker thereof (subject to any non-non recourse provisions contained in any of the foregoing agreements and any applicable state anti-anti deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (m) [Reserved]. (n) [Reserved]. (o) The Equipment Loan is not cross-collateralized with any other Equipment Loan that is not included in the Collateral Pool. (p) The terms of the related security agreementSecurity Agreement, Equipment Loan note Note, and other Loan Documents have not been impaired, waived, altered, modified, satisfied, canceled or subordinated in any material respect, except by written instruments that are part of the Loan File, recorded or filed in the applicable public office if necessary to maintain the priority of the lien of the related security agreementSecurity Agreement, delivered to the Issuer Purchaser or its designee. (q) There are no delinquent taxes or other similar outstanding lienable charges affecting the secured equipment which are or may become a lien of priority equal to or higher than the lien of the related security agreementSecurity Agreement. For purposes of this representation and warranty, personal property taxes and assessments shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon. (r) [Reserved]. (s) Each Equipment Loan is a whole loan and not a participation interest. (t) [Reserved]. (u) All escrow deposits relating to the Equipment Loan that are required to be deposited with the applicable Originator related Seller or its agent have been so deposited. (v) [Reserved]. (w) [Reserved] (i) There exists no material default, breach or event of acceleration under the Equipment Loan or any of the Loan Documents or any related the Lease, (ii) there exists no event (other than payments due but not yet delinquent) that, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such a material default, breach or event of acceleration and (iii) no payment on any Equipment Loan is, or has previously been during any time owned by the applicable Originator Seller or the IssuerPurchaser, 30 or more days delinquent and (iv) no payment on any Lease is or has previously been 30 or more days delinquent; provided, however, that this representation and warranty does not cover any default, breach or event of acceleration that specifically pertains to any matter otherwise covered or addressed by any other representation and warranty made by the applicable Originator Seller with respect to the Equipment Loans. (y) [Reserved]. (z) The Equipment Loan contains no equity participation by or shared appreciation rights in the lender or beneficiary under the related security agreementSecurity Agreement, and does not provide for any contingent or additional interest in the form of participation in the cash flow of the secured equipment securing the Equipment Loan, or for negative amortization. (aa) No holder of the Equipment Loan has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the secured equipment securing the Equipment Loan, directly or indirectly, for the payment of any amount required by the Equipment LoanLoan (other than amounts paid by the Tenant as specifically provided under the related Lease). (bb) To the applicable OriginatorSeller’s knowledge, based on due diligence customarily performed in the origination or acquisition of comparable equipment loans Equipment Loans by such OriginatorSeller, as of the date of origination or acquisition of the Equipment LoanLoans, the related Borrower was Borrowers, were in compliance with all applicable laws relating to the ownership and operation of the Equipment securing the Equipment Loan as they were then operated and was were in possession of all material licenses, permits and authorizations required by applicable laws for the ownership and operation of such Equipment as they were operated. With respect to Equipment that are operated as franchised properties, and except with respect to Equipment Loans for which the related Tenant is the franchisor, the Tenant of such secured equipment has entered into a legal, valid, and binding franchise agreement and such lessee operator has represented in the applicable lease documents that, as of the date of origination or acquisition of the Equipment Loan, there were no defaults under the franchise agreement by such Tenant. (cc) The origination, servicing and collection practices the applicable Originator Sellers used with respect to the Equipment Loan since such OriginatorSeller’s origination or acquisition thereof, have complied with applicable law in all material respects and are consistent and in accordance with the terms of the related Loan Documents and in accordance with the applicable servicing standard and customary industry standards. (dd) The related security agreement Security Agreement or Equipment Loan noteNote, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in paragraph (l) above) such as to render the rights and remedies of the holders thereof adequate for the practical realization against the secured equipment securing the Equipment Loan of the principal benefits of the security intended to be provided thereby, including the right of foreclosure under the laws of the state in which the secured equipment securing the Equipment Loan is located [governing foreclosures of security agreements Security Agreements and deeds of trust under power of sale]. (ee) [Reserved]. (ff) There are no actions, suits, legal, arbitration or administrative proceedings or investigations by or before any court or governmental authority or, to the best of the applicable OriginatorSeller’s knowledge, pending against or affecting the Borrower Borrower, the secured equipment securing the Equipment Loan that, if determined adversely to such Borrower or Borrower, secured equipment securing the Equipment Loan, would materially and adversely affect the value of the secured equipment securing the Equipment Loan or the ability of the Borrower to pay principal, interest or any other amounts due under the Equipment Loan or the related Lease, as applicable. (gg) [Reserved]. (hh) [Reserved]. (ii) The related security agreement Security Agreement does not permit the secured equipment securing the Equipment Loan to be encumbered by any lien junior to or of equal priority with the lien of such security agreement the Security Agreement (excluding any lien relating to another Equipment Loan that is cross collateralized with the Equipment Loan) without the prior written consent of the holder thereof. (jj) The Borrower is not a debtor in any state or federal bankruptcy or insolvency proceeding. (kk) As of the date of origination or acquisition of the each Equipment Loan by the applicable OriginatorSeller, the Borrower, if each Borrower which is not a natural person was duly organized and validly existing under the laws of the state of its jurisdiction. (ll) [Reserved]. (mm) [Reserved]. (nn) [Reserved]. (oo) Any secured equipment is located within one of the 50 United States or the District of Columbia. (pp) [Reserved]. (qq) The applicable Originator Seller does not have knowledge of any circumstance or condition with respect to the such Equipment Loan, the secured equipment securing the Equipment Loan Loan, the Lease or the Borrower’s or the Tenant’s credit standing that could reasonably be expected to cause the Issuer Purchaser to regard such Equipment Loan as unacceptable security, cause such Equipment Loan or Lease to become delinquent or have a material adverse effect on the value or marketability of such Equipment Loan. (rr) [Reserved]. (ss) [Reserved]. (tt) With respect to any Equipment Loan Loans originated after the Series Closing Date and with respect to any Qualified Substitute Mortgage Loan Loans purchased or substituted by the Issuer Purchaser from a third party, the each Equipment Loan and the related securedsecured equipment securing the Equipment Loan shall be originated pursuant to the Underwriting Guidelines (subject to any material modifications approved by the Insurer) Seller Form Documents or in accordance with a Borrower’s, Tenant’s or a different form of document that is otherwise approved by an Seller on a case by case basis in a manner that provides for Seller to receive the substantive benefits intended to be realized under the material terms of Seller Form Documents.

Equipment Loans. With respect to each Equipment Loan (as identified in Schedule III-A), the applicable Originator Seller hereby represents and warrants, and the Issuers hereby represent and warrant with respect to any Equipment Loan pledged prior to the Series Closing Date or purchased or substituted by such Issuer from a third party (subject to Section 2.05 of the Property Management Agreement), as of the date herein below specified or, if no such date is specified, as of the Series Closing Date, except as set forth on Schedule III hereto, that: (a) Immediately prior to the transfer and assignment of the Equipment Loan to the IssuerSeller, the applicable Originator Purchaser had good and insurable fee title to, and was the sole owner and holder of, the Equipment Loan, free and clear of any and all liens, encumbrances and other interests on, in or to the Equipment Loan. Such transfer and assignment from the applicable Originator Seller to the Issuer Purchaser of the Equipment Loan by collateral assignment and by individual allonges of the related Equipment Loan notes Notes and assignments Assignments of the related security agreements Security Agreements in blank validly assigns all of the applicable OriginatorSeller’s right, title and ownership of the Equipment Loan to the Issuer Purchaser (and, with respect to the related security agreementSecurity Agreement, to the Collateral Agent) free and clear of any pledge, lien, encumbrance or security interest. (b) The applicable Originator Seller has full right and authority to sell, contribute, assign and transfer the Equipment Loan to the IssuerPurchaser. The entire agreement with the applicable Originator Seller (whether originated by such Originator Seller or a different originator) is contained in the Loan Documents and there are no warranties, agreements or options regarding such Equipment Loan or the related secured equipment not set forth therein. Other than the Loan Documents, there are no agreements between any predecessor in interest in the Equipment Loan and the Borrower. (c) The information pertaining to the Equipment Loan set forth in the equipment loan schedule Equipment Loan Schedule attached to the related Purchase and Sale Agreement Agreements (the “Equipment Loan Schedule”) was true and correct in all material respects as of the related Transfer Date. The Equipment Loan was originated or acquired in accordance with, and fully complies with, the related underwriting guidelines Underwriting Guidelines in all material respects. The related Loan File contains all of the documents and instruments required to be contained therein. (d) [Reserved]. (e) [Reserved]. (f) The applicable Originator Seller has not waived any material default, breach, violation or event of acceleration existing under the related security agreement Security Agreement or Equipment Loan noteNote. (g) [Reserved]The Borrower has not waived any material default, breach, violation or event of acceleration by the Tenant existing under the Lease. (h) There is no valid offset, defense or counterclaim to the payment or performance obligations of the Equipment Loan. (i) The secured equipment securing any Equipment Loan is free and clear of any damage that would materially and adversely affect its value as security for the Equipment Loan. (j) The Equipment Loan complied with all applicable usury laws in effect at its date of origination. (k) The proceeds of the Equipment Loan have been fully disbursed and there is no requirement for future advances thereunder. All costs, fees and expenses incurred in making, closing and recording the Equipment Loan, including, but not limited to, security agreement Security Agreement recording taxes and recording and filing fees relating to the origination of such Equipment Loan, have been paid. Any and all requirements as to completion of any on-site or off-site improvement by the Borrower and as to disbursements of any escrow funds therefor that were to have been complied with have been complied with. (l) The Borrower under the related Equipment Loan noteNote, security agreement Security Agreement and all other Loan Documents had the power, authority and legal capacity to enter into, execute and deliver the same, and, as applicable, such Equipment Loan noteNote, security agreement Security Agreement and Loan Documents have been duly authorized, properly executed and delivered by the parties thereto, and each is the legal, valid and binding obligation of the maker thereof (subject to any non-non recourse provisions contained in any of the foregoing agreements and any applicable state anti-anti deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (m) [Reserved]. (n) [Reserved]. (o) The Equipment Loan is not cross-collateralized with any other Equipment Loan that is not included in the Collateral Pool. (p) The terms of the related security agreementSecurity Agreement, Equipment Loan note Note, and other Loan Documents have not been impaired, waived, altered, modified, satisfied, canceled or subordinated in any material respect, except by written instruments that are part of the Loan File, recorded or filed in the applicable public office if necessary to maintain the priority of the lien of the related security agreementSecurity Agreement, delivered to the Issuer Purchaser or its designee. (q) There are no delinquent taxes or other similar outstanding lienable charges affecting the secured equipment which are or may become a lien of priority equal to or higher than the lien of the related security agreementSecurity Agreement. For purposes of this representation and warranty, personal property taxes and assessments shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon. (r) [Reserved]. (s) Each Equipment Loan is a whole loan and not a participation interest. (t) [Reserved]. (u) All escrow deposits relating to the Equipment Loan that are required to be deposited with the applicable Originator related Seller or its agent have been so deposited. (v) [Reserved]. (w) [Reserved]. (i) There exists no material default, breach or event of acceleration under the Equipment Loan or any of the Loan Documents or any related the Lease, (ii) there exists no event (other than payments due but not yet delinquent) that, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such a material default, breach or event of acceleration and (iii) no payment on any Equipment Loan is, or has previously been during any time owned by the applicable Originator Seller or the IssuerPurchaser, 30 or more days delinquent and (iv) no payment on any Lease is or has previously been 30 or more days delinquent; provided, however, that this representation and warranty does not cover any default, breach or event of acceleration that specifically pertains to any matter otherwise covered or addressed by any other representation and warranty made by the applicable Originator Seller with respect to the Equipment Loans. (y) [Reserved]. (z) The Equipment Loan contains no equity participation by or shared appreciation rights in the lender or beneficiary under the related security agreementSecurity Agreement, and does not provide for any contingent or additional interest in the form of participation in the cash flow of the secured equipment securing the Equipment Loan, or for negative amortization. (aa) No holder of the Equipment Loan has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the secured equipment securing the Equipment Loan, directly or indirectly, for the payment of any amount required by the Equipment LoanLoan (other than amounts paid by the Tenant as specifically provided under the related Lease). (bb) To the applicable OriginatorSeller’s knowledge, based on due diligence customarily performed in the origination or acquisition of comparable equipment loans Equipment Loans by such OriginatorSeller, as of the date of origination or acquisition of the Equipment LoanLoans, the related Borrower was Borrowers, were in compliance with all applicable laws relating to the ownership and operation of the Equipment securing the Equipment Loan as they were then operated and was were in possession of all material licenses, permits and authorizations required by applicable laws for the ownership and operation of such Equipment as they were operated. With respect to Equipment that are operated as franchised properties, and except with respect to Equipment Loans for which the related Tenant is the franchisor, the Tenant of such secured equipment has entered into a legal, valid, and binding franchise agreement and such lessee operator has represented in the applicable lease documents that, as of the date of origination or acquisition of the Equipment Loan, there were no defaults under the franchise agreement by such Tenant. (cc) The origination, servicing and collection practices the applicable Originator Sellers used with respect to the Equipment Loan since such OriginatorSeller’s origination or acquisition thereof, have complied with applicable law in all material respects and are consistent and in accordance with the terms of the related Loan Documents and in accordance with the applicable servicing standard and customary industry standards. (dd) The related security agreement Security Agreement or Equipment Loan noteNote, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in paragraph (l) above) such as to render the rights and remedies of the holders thereof adequate for the practical realization against the secured equipment securing the Equipment Loan of the principal benefits of the security intended to be provided thereby, including the right of foreclosure under the laws of the state in which the secured equipment securing the Equipment Loan is located [governing foreclosures of security agreements Security Agreements and deeds of trust under power of sale]. (ee) [Reserved]. (ff) There are no actions, suits, legal, arbitration or administrative proceedings or investigations by or before any court or governmental authority or, to the best of the applicable OriginatorSeller’s knowledge, pending against or affecting the Borrower Borrower, the secured equipment securing the Equipment Loan that, if determined adversely to such Borrower or Borrower, secured equipment securing the Equipment Loan, would materially and adversely affect the value of the secured equipment securing the Equipment Loan or the ability of the Borrower to pay principal, interest or any other amounts due under the Equipment Loan or the related Lease, as applicable. (gg) [Reserved]. (hh) [Reserved]. (ii) The related security agreement Security Agreement does not permit the secured equipment securing the Equipment Loan to be encumbered by any lien junior to or of equal priority with the lien of such security agreement the Security Agreement (excluding any lien relating to another Equipment Loan that is cross collateralized with the Equipment Loan) without the prior written consent of the holder thereof. (jj) The Borrower is not a debtor in any state or federal bankruptcy or insolvency proceeding. (kk) As of the date of origination or acquisition of the each Equipment Loan by the applicable OriginatorSeller, the Borrower, if each Borrower which is not a natural person was duly organized and validly existing under the laws of the state of its jurisdiction. (ll) [Reserved]. (mm) [Reserved]. (nn) [Reserved]. (oo) Any secured equipment is located within one of the 50 United States or the District of Columbia. (pp) [Reserved]. (qq) The applicable Originator Seller does not have knowledge of any circumstance or condition with respect to the such Equipment Loan, the secured equipment securing the Equipment Loan Loan, the Lease or the Borrower’s or the Tenant’s credit standing that could reasonably be expected to cause the Issuer Purchaser to regard such Equipment Loan as unacceptable security, cause such Equipment Loan or Lease to become delinquent or have a material adverse effect on the value or marketability of such Equipment Loan. (rr) [Reserved]. (ss) [Reserved]. (tt) With respect to any Equipment Loan Loans originated after the Series Closing Date and with respect to any Qualified Substitute Mortgage Loan Loans purchased or substituted by the Issuer Purchaser from a third party, the each Equipment Loan and the related securedsecured equipment securing the Equipment Loan shall be originated pursuant to the Underwriting Guidelines (subject to any material modifications approved by the Insurer) Seller Form Documents or in accordance with a Borrower’s, Tenant’s or a different form of document that is otherwise approved by an Seller on a case by case basis in a manner that provides for Seller to receive the substantive benefits intended to be realized under the material terms of Seller Form Documents.

Equipment Loans. With respect to each Equipment Loan (as identified in Schedule III-A), the applicable Originator Issuer hereby represents and warrants, and the Issuers hereby represent and warrant warrants with respect to any Equipment Loan pledged by it prior to the Series Closing Date or purchased or substituted by such Issuer from a third party (subject to Section 2.05 of the Property Management Agreement), as of the date herein below specified or, if no such date is specified, as of the Series Closing Date, except as set forth on Schedule III hereto, that: (a) Immediately prior to the transfer and assignment of the Equipment Loan to the such Issuer, the applicable Originator had good and insurable fee title to, and was the sole owner and holder of, the Equipment Loan, free and clear of any and all liens, encumbrances and other interests on, in or to the Equipment Loan. Such transfer and assignment from the applicable Originator to the such Issuer of the Equipment Loan by collateral assignment and by individual allonges of the related Equipment Loan notes and assignments of the related security agreements in blank validly assigns all of the applicable Originator’s right, title and ownership of the Equipment Loan to the such Issuer (and, with respect to the related security agreement, to the Collateral Agent) free and clear of any pledge, lien, encumbrance or security interest. (b) . The applicable Originator has full right and authority to sell, contribute, assign and transfer the Equipment Loan to the such Issuer. The entire agreement with the applicable Originator (whether originated by such Originator or a different originator) is contained in the Loan Documents and there are no warranties, agreements or options regarding such Equipment Loan or the related secured equipment not set forth therein. Other than the Loan Documents, there are no agreements between any predecessor in interest in the Equipment Loan and the Borrower. (c) The information pertaining to the Equipment Loan set forth in the equipment loan schedule attached to the related Purchase and Sale Agreement was true and correct in all material respects as of the related Transfer Date. The Equipment Loan was originated or acquired in accordance with, and fully complies with, the related underwriting guidelines in all material respects. The related Loan File contains all of the documents and instruments required to be contained therein. (d) [Reserved]. (e) [Reserved]. (f) The applicable Originator has not waived any material default, breach, violation or event of acceleration existing under the related security agreement or Equipment Loan note. (g) [Reserved]. (h) There is no valid offset, defense or counterclaim to the payment or performance obligations of the Equipment Loan. (i) The secured equipment securing any Equipment Loan is free and clear of any damage that would materially and adversely affect its value as security for the Equipment Loan. (j) The Equipment Loan complied with all applicable usury laws in effect at its date of origination. (k) The proceeds of the Equipment Loan have been fully disbursed and there is no requirement for future advances thereunder. All costs, fees and expenses incurred in making, closing and recording the Equipment Loan, including, but not limited to, security agreement recording taxes and recording and filing fees relating to the origination of such Equipment Loan, have been paid. Any and all requirements as to completion of any on-site or off-site improvement by the Borrower and as to disbursements of any escrow funds therefor that were to have been complied with have been complied with. (l) The Borrower under the related Equipment Loan note, security agreement and all other Loan Documents had the power, authority and legal capacity to enter into, execute and deliver the same, and, as applicable, such Equipment Loan note, security agreement and Loan Documents have been duly authorized, properly executed and delivered by the parties thereto, and each is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (m) [Reserved]. (n) [Reserved]. (o) The Equipment Loan is not cross-collateralized with any other Equipment Loan that is not included in the Collateral Pool. (p) The terms of the related security agreement, Equipment Loan note and other Loan Documents have not been impaired, waived, altered, modified, satisfied, canceled or subordinated in any material respect, except by written instruments that are part of the Loan File, recorded or filed in the applicable public office if necessary to maintain the priority of the lien of the related security agreement, delivered to the Issuer or its designee. (q) There are no delinquent taxes or other similar outstanding lienable charges affecting the secured equipment which are or may become a lien of priority equal to or higher than the lien of the related security agreement. For purposes of this representation and warranty, personal property taxes and assessments shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon. (r) [Reserved]. (s) Each Equipment Loan is a whole loan and not a participation interest. (t) [Reserved]. (u) All escrow deposits relating to the Equipment Loan that are required to be deposited with the applicable Originator or its agent have been so deposited. (v) [Reserved]. (w) [Reserved] (i) There exists no material default, breach or event of acceleration under the Equipment Loan or any of the Loan Documents or any related Lease, (ii) there exists no event (other than payments due but not yet delinquent) that, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such a material default, breach or event of acceleration and (iii) no payment on any Equipment Loan is, or has previously been during any time owned by the applicable Originator or the Issuer, 30 or more days delinquent; provided, however, that this representation and warranty does not cover any default, breach or event of acceleration that specifically pertains to any matter otherwise covered or addressed by any other representation and warranty made by the applicable Originator with respect to the Equipment Loans. (y) [Reserved]. (z) The Equipment Loan contains no equity participation by or shared appreciation rights in the lender or beneficiary under the related security agreement, and does not provide for any contingent or additional interest in the form of participation in the cash flow of the secured equipment securing the Equipment Loan, or for negative amortization. (aa) No holder of the Equipment Loan has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the secured equipment securing the Equipment Loan, directly or indirectly, for the payment of any amount required by the Equipment Loan. (bb) To the applicable Originator’s knowledge, based on due diligence customarily performed in the origination or acquisition of comparable equipment loans by such Originator, as of the date of origination or acquisition of the Equipment Loan, the related Borrower was in compliance with all applicable laws relating to the ownership and operation of the Equipment securing the Equipment Loan as then operated and was in possession of all material licenses, permits and authorizations required by applicable laws for the ownership and operation of such Equipment as operated. (cc) The origination, servicing and collection practices the applicable Originator used with respect to the Equipment Loan since such Originator’s origination or acquisition thereof, have complied with applicable law in all material respects and are consistent and in accordance with the terms of the related Loan Documents and in accordance with the applicable servicing standard and customary industry standards. (dd) The related security agreement or Equipment Loan note, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in paragraph (l) above) such as to render the rights and remedies of the holders thereof adequate for the practical realization against the secured equipment securing the Equipment Loan of the principal benefits of the security intended to be provided thereby, including the right of foreclosure under the laws of the state in which the secured equipment securing the Equipment Loan is located [governing foreclosures of security agreements and deeds of trust under power of sale]. (ee) [Reserved]. (ff) There are no actions, suits, legal, arbitration or administrative proceedings or investigations by or before any court or governmental authority or, to the best of the applicable Originator’s knowledge, pending against or affecting the Borrower the secured equipment securing the Equipment Loan that, if determined adversely to such Borrower or secured equipment securing the Equipment Loan, would materially and adversely affect the value of the secured equipment securing the Equipment Loan or the ability of the Borrower to pay principal, interest or any other amounts due under the Equipment Loan or the related Lease, as applicable. (gg) [Reserved]. (hh) [Reserved]. (ii) The related security agreement does not permit the secured equipment securing the Equipment Loan to be encumbered by any lien junior to or of equal priority with the lien of such security agreement (excluding any lien relating to another Equipment Loan that is cross collateralized with the Equipment Loan) without the prior written consent of the holder thereof. (jj) The Borrower is not a debtor in any state or federal bankruptcy or insolvency proceeding. (kk) As of the date of origination or acquisition of the Equipment Loan by the applicable Originator, the Borrower, if not a natural person was duly organized and validly existing under the laws of the state of its jurisdiction. (ll) [Reserved]. (mm) [Reserved]. (nn) [Reserved]. (oo) Any secured equipment is located within one of the 50 United States or the District of Columbia. (pp) [Reserved]. (qq) The applicable Originator does not have knowledge of any circumstance or condition with respect to the Equipment Loan, the secured equipment securing the Equipment Loan or the Borrower’s credit standing that could reasonably be expected to cause the Issuer to regard such Equipment Loan as unacceptable security, cause such Equipment Loan to become delinquent or have a material adverse effect on the value or marketability of such Equipment Loan. (rr) [Reserved]. (ss) [Reserved]. (tt) With respect to any Equipment Loan originated after the Series Closing Date and with respect to any Qualified Substitute Mortgage Loan purchased or substituted by the Issuer from a third party, the Equipment Loan and the related secured