Common use of Individual Business Loans Clause in Contracts

Individual Business Loans. The Seller hereby represents and warrants to the Trustee, and the Certificateholders, with respect to each Initial Business Loan as of the Closing Date, and with respect to each Subsequent Business Loan, as of the related Subsequent Transfer Date: (a) The information with respect to each Business Loan set forth in the Business Loan Schedule is true and correct; (b) All of the original or certified documentation set forth in Section 2.04 (including all material documents related thereto) has been or will be delivered to the Trustee on the Closing Date or as otherwise provided in Section 2.04; (c) Each Mortgaged Property is improved by a Commercial Property or a Residential Property and does not constitute other than real property under state law; (d) Each Business Loan has been originated by the Seller and each Business Loan is being serviced by the Servicer; (e) Each Business Loan is an SBA 504 Loan or a Section 7(a) Companion Loan and is secured by one or more items of Collateral; (f) Each Business Note will, with respect to principal payments, adjust quarterly and provide for a schedule of Monthly Payments which are, if timely paid, sufficient to fully amortize the principal balance of such Business Note on its maturity date; (g) With respect to those Business Loans secured by a Mortgaged Property, each Mortgage is a valid and subsisting lien of record on the Mortgaged Property subject only to any applicable Prior Liens on such Mortgaged Property and subject in all cases to such exceptions that are generally acceptable to banking institutions in connection with their regular commercial lending activities, and such other exceptions to which similar properties are commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by such Mortgage; (h) Immediately prior to the transfer and assignment herein contemplated, the Seller held good and indefeasible title to, and was the sole owner of, each Business Loan conveyed by the Seller subject to no liens, charges, mortgages, encumbrances or rights of others except as set forth in Section 3.02(g) or other liens which will be released simultaneously with such transfer and assignment; and immediately upon the transfer and assignment herein contemplated, the Trustee will hold good and indefeasible title, to, and be the sole owner of, each Business Loan subject to no liens, charges, mortgages, encumbrances or rights of others except as set forth in Section 3.02(g), or other liens which will be released simultaneously with such transfer and assignment; (i) As of the Cut-Off Date (or, with respect to any Subsequent Business Loan, as of the related Subsequent Cut-Off Date) no Business Loan is 59 or more days delinquent in payment; (j) To the best of the Seller's knowledge, there is no delinquent tax or assessment lien on any Mortgaged Property, and each Mortgaged Property is free of material damage and is in good repair; (k) The Business Loan is not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Business Note or any related Mortgage, or the exercise of any right thereunder, render either the Business Note or any related Mortgage unenforceable in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (l) Each Business Loan at the time it was made complied and, as of the Closing Date, complies in all material respects with applicable state and federal laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure and recording laws and, if applicable, the SBA Rules and Regulations; (m) The Business Loans were originated by the Seller in accordance with the underwriting criteria set forth in the Registration Statement; (n) The Seller requires that the improvements upon each Mortgaged Property are covered by a valid and existing hazard insurance policy with a generally acceptable carrier that provides for fire and extended coverage representing coverage described in Section 5.07; (o) The Seller requires that if a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, a flood insurance policy is in effect with respect to such Mortgaged Property with a generally acceptable carrier in an amount representing coverage described in Section 5.07; (p) Each Business Note, any related Mortgage and any other agreement pursuant to which Collateral is pledged to a Seller is the legal, valid and binding obligation of the maker thereof and is enforceable in accordance with its terms, except only as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law), none of which will prevent the ultimate realization of the security provided by the Collateral or other agreement, and all parties to each Business Loan had full legal capacity to execute all Business Loan documents and convey the estate therein purported to be conveyed; (q) The Servicer has caused and will cause to be performed any and all acts reasonably required to be performed to preserve the rights and remedies of the Trustee in any insurance policies applicable to the Business Loans including, without limitation, in each case, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Trustee or the Seller, respectively; (r) Each original Mortgage was recorded, and all subsequent assignments of the original Mortgage have been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Seller (or, subject to Section 2.04 hereof, are in the process of being recorded); (s) Each Business Loan conforms, and all such Business Loans in the aggregate conform, to the description thereof set forth in the Registration Statement; (t) The terms of the Business Note and the related Mortgage or other security agreement pursuant to which Collateral was pledged have not been impaired, altered or modified in any respect, except by a written instrument which has been recorded, if necessary, to protect the interest of the Certificateholders and which has been delivered to the Trustee; (u) There are no material defaults in complying with the terms of any applicable Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable; (v) There is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property, nor is such a proceeding currently occurring, and such property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of the Mortgaged Property as security for the Business Loan or the use for which the premises were intended; (w) Each Mortgaged Property which is the primary collateral for the related Business Loan was, at the time of origination of such Business Loan, and to the best of the Seller's knowledge, is, as of the Cut-off Date, free of contamination from toxic substances or hazardous wastes or is subject to ongoing environmental rehabilitation; (x) The proceeds of the Business Loan have been fully disbursed, and there is no obligation on the part of the Seller to make future advances thereunder. Any and all requirements as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing or recording the Business Loans were paid; (y) There is no obligation on the part of the Seller or any other party (except for any guarantor of a Business Loan) to make Monthly Payments in addition to those made by the Obligor; (z) No statement, report or other document signed by the Seller constituting a part of the Business File contains any untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading; (aa) With respect to each Mortgage constituting a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or will become payable by the Certificateholders to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Obligor; (bb) No Business Loan has a shared appreciation feature, or other contingent interest feature; (cc) With respect to each Business Loan secured by a Mortgaged Property and that is not a first mortgage loan, either (i) no consent for the Business Loan is required by the holder of any related Prior Lien or (ii) such consent has been obtained; (dd) Each Business Loan was originated to a business located in the State identified in the Business Loan Schedule; (ee) All parties which have had any interest in the Business Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein any Mortgaged Property is located, and (2)(A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state; (ff) Any related Mortgage contains customary and enforceable provisions which render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure. There is no homestead or other exemption available to the Mortgagor which would materially interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage; (gg) There is no default, breach, violation or event of acceleration existing under the Business Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration; and neither the Servicer nor the Seller have waived any default, breach, violation or event of acceleration; (hh) All parties to the Business Note and any related Mortgage or other document pursuant to which Collateral was pledged had legal capacity to execute the Business Note and any such Mortgage or other document and each Business Note and Mortgage or other document have been duly and properly executed by such parties; (ii) The Business Loan was not selected for inclusion under this Agreement from the Seller's portfolio of comparable loans on any basis which would have a material adverse affect on a Certificateholder; and (jj) All amounts received after the Cut-Off Date (or, with respect to the Subsequent Business Loans, after the related Subsequent Cut-Off Date) with respect to the Business Loans have been, to the extent required by this Agreement, deposited into the Principal and Interest Account and are, as of the Closing Date (or, with respect to the Subsequent Business Loans, as of the related Subsequent Closing Date) in the Principal and Interest Account.

Individual Business Loans. The Seller hereby represents and warrants to the Trustee, and the Certificateholders, with respect to each Initial Business Loan as of the Closing Date, and with respect to each Subsequent Business Loan, as of the related Subsequent Transfer Date: (a) The information with respect to each Business Loan set forth in the Business Loan Schedule is true and correct; (b) All of the original or certified documentation set forth in Section 2.04 (including all material documents related thereto) has been or will be delivered to the Trustee on the Closing Date or as otherwise provided in Section 2.04; (c) Each Mortgaged Property is improved by a Commercial Property or a Residential Property and does not constitute other than real property under state law; (d) Each Business Loan has been originated by the Seller and each Business Loan is being serviced by the Servicer; (e) Each Business Loan is an SBA 504 Loan or Loan, a Section 7(a) Companion Loan or a CCL Loan and is secured by one or more items of Collateral; (f) Each Business Note will, with respect to principal payments, adjust quarterly and provide for a schedule of Monthly Payments which are, if timely paid, sufficient to fully amortize the principal balance of such Business Note on its maturity date; (g) With respect to those Business Loans secured by a Mortgaged Property, each Mortgage is a valid and subsisting lien of record on the Mortgaged Property subject only to any applicable Prior Liens on such Mortgaged Property and subject in all cases to such exceptions that are generally acceptable to banking institutions in connection with their regular commercial lending activities, and such other exceptions to which similar properties are commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by such Mortgage; (h) Immediately prior to the transfer and assignment herein contemplated, the Seller held good and indefeasible title to, and was the sole owner of, each Business Loan conveyed by the Seller subject to no liens, charges, mortgages, encumbrances or rights of others except as set forth in Section 3.02(g) or other liens which will be released simultaneously with such transfer and assignment; and immediately upon the transfer and assignment herein contemplated, the Trustee will hold good and indefeasible title, to, and be the sole owner of, each Business Loan subject to no liens, charges, mortgages, encumbrances or rights of others except as set forth in Section 3.02(g), or other liens which will be released simultaneously with such transfer and assignment; (i) As of the Cut-Off Date (or, with respect to any Subsequent Business Loan, as of the related Subsequent Cut-Off Date) no Business Loan is 59 or more days delinquent in payment and as of the Closing Date, no more than 20% of the Business Loans will be delinquent in payment; (j) To the best of the Seller's knowledge, there is no delinquent tax or assessment lien on any Mortgaged Property, and each Mortgaged Property is free of material damage and is in good repair; (k) The Business Loan is not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Business Note or any related Mortgage, or the exercise of any right thereunder, render either the Business Note or any related Mortgage unenforceable in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (l) Each Business Loan at the time it was made complied and, as of the Closing Date, complies in all material respects with applicable state and federal laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure and recording laws and, if applicable, the SBA Rules and Regulations; (m) The Business Loans were originated by the Seller in accordance with the underwriting criteria set forth in the Registration Statement; (n) The Seller requires that the improvements upon each Mortgaged Property are covered by a valid and existing hazard insurance policy with a generally acceptable carrier that provides for fire and extended coverage representing coverage described in Section 5.07; (o) The Seller requires that if a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, a flood insurance policy is in effect with respect to such Mortgaged Property with a generally acceptable carrier in an amount representing coverage described in Section 5.07; (p) Each Business Note, any related Mortgage and any other agreement pursuant to which Collateral is pledged to a Seller is the legal, valid and binding obligation of the maker thereof and is enforceable in accordance with its terms, except only as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law), none of which will prevent the ultimate realization of the security provided by the Collateral or other agreement, and all parties to each Business Loan had full legal capacity to execute all Business Loan documents and convey the estate therein purported to be conveyed; (q) The Servicer has caused and will cause to be performed any and all acts reasonably required to be performed to preserve the rights and remedies of the Trustee in any insurance policies applicable to the Business Loans including, without limitation, in each case, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Trustee or the Seller, respectively; (r) Each original Mortgage was recorded, and all subsequent assignments of the original Mortgage have been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Seller (or, subject to Section 2.04 hereof, are in the process of being recorded); (s) Each Business Loan conforms, and all such Business Loans in the aggregate conform, to the description thereof set forth in the Registration Statement; (t) The terms of the Business Note and the related Mortgage or other security agreement pursuant to which Collateral was pledged have not been impaired, altered or modified in any respect, except by a written instrument which has been recorded, if necessary, to protect the interest of the Certificateholders and which has been delivered to the Trustee; (u) There are no material defaults in complying with the terms of any applicable Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable; (v) There is no proceeding pending or or, to the best of the Seller's knowledge, threatened for the total or partial condemnation of any Mortgaged Property, nor is such a proceeding currently occurring, and such property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of the Mortgaged Property as security for the Business Loan or the use for which the premises were intended; (w) Each Mortgaged Property which is the primary collateral for the related Business Loan was, at the time of origination of such Business Loan, and to the best of the Seller's knowledge, is, as of the Cut-off Date, free of contamination from toxic substances or hazardous wastes or is subject to ongoing environmental rehabilitation; (x) The proceeds of the Business Loan have been fully disbursed, and there is no obligation on the part of the Seller to make future advances thereunder. Any and all requirements as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing or recording the Business Loans were paid; (y) There is no obligation on the part of the Seller or any other party (except for any guarantor of a Business Loan) to make Monthly Payments in addition to those made by the Obligor; (z) No statement, report or other document signed by the Seller constituting a part of the Business File contains any untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading; (aa) With respect to each Mortgage constituting a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or will become payable by the Certificateholders to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Obligor; (bb) No Business Loan has a shared appreciation feature, or other contingent interest feature; (cc) With respect to each Business Loan secured by a Mortgaged Property and that is not a first mortgage loan, either (i) no consent for the Business Loan is required by the holder of any related Prior Lien or (ii) such consent has been obtained; (dd) Each Business Loan was originated to a business located in the State identified in the Business Loan Schedule; (ee) All parties which have had any interest in the Business Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein any Mortgaged Property is located, and (2)(A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state; (ff) Any related Mortgage contains customary and enforceable provisions which render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure. There is no homestead or other exemption available to the Mortgagor which would materially interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage; (gg) There is no default, breach, violation or event of acceleration existing under the Business Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration; and neither the Servicer nor the Seller have waived any default, breach, violation or event of acceleration; (hh) All parties to the Business Note and any related Mortgage or other document pursuant to which Collateral was pledged had legal capacity to execute the Business Note and any such Mortgage or other document and each Business Note and Mortgage or other document have been duly and properly executed by such parties; (ii) The Business Loan was not selected for inclusion under this Agreement from the Seller's portfolio of comparable loans on any basis which would have a material adverse affect on a Certificateholder; and (jj) All amounts received after the Cut-Off Date (or, with respect to the Subsequent Business Loans, after the related Subsequent Cut-Off Date) with respect to the Business Loans have been, to the extent required by this Agreement, deposited into the Principal and Interest Account and are, as of the Closing Date (or, with respect to the Subsequent Business Loans, as of the related Subsequent Closing Date) in the Principal and Interest Account.

Individual Business Loans. The Seller hereby represents and warrants to the Trustee, Indenture Trustee and the CertificateholdersNoteholders, with respect to each Initial Business Loan as of the Closing Date, and with respect to each Subsequent Business Loan, as of the related Subsequent Transfer Date: (a) The information with respect to each Business Loan set forth in the Business Loan Schedule is true and correct; (b) All of the original or certified documentation set forth in Section 2.04 (including all material documents related thereto) has been or will be delivered to the Indenture Trustee on the Closing Date or as otherwise provided in Section 2.04; (c) Each Mortgaged Property serving as the primary collateral is improved by a Commercial Property or a Residential Property and does not constitute other than real property under state law; (d) Each Initial Business Loan has been was (and each Subsequent Business Loan will be) originated and underwritten or purchased and reunderwritten by the Seller, in its capacity as Seller and each Business Loan is being serviced by the Seller, in its capacity as Servicer; (e) Each Business Loan is an SBA 504 Loan or a Section 7(a) Companion Loan and is secured by one or more items of Collateral[Intentionally Omitted]; (f) Approximately 33.22% of the Initial Business Loans (by Principal Balance) bear fixed rates of interest and approximately 50.02%, 3.03%, 1.73%, 11.86% and 0.13% of the Business Loans (by Principal Balance) bear interest that adjusts monthly based on the Prime Rate, annually based on One-Year CMT, every three years based on Three-Year CMT, every five years based on Five-Year CMT, and every ten years based on Ten-Year CMT, respectively. Each Business Note will, with respect to principal payments, adjust quarterly and provide for a schedule of Monthly Payments which are, if timely paid, sufficient to fully amortize the principal balance of such Business Note Loan on its respective maturity date; (g) With respect to those Business Loans secured by a Mortgaged Property, each Mortgage is a valid and subsisting lien of record on the Mortgaged Property subject only to any applicable Prior Liens on such Mortgaged Property and subject in all cases to such exceptions that are generally acceptable to banking institutions in connection with their regular commercial lending activities, and such other exceptions to which similar properties are commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by such Mortgage; (h) Immediately prior to the transfer and assignment herein contemplated, the Seller held good and indefeasible title to, and was the sole owner of, each Business Loan conveyed by the Seller subject to no liens, charges, mortgages, encumbrances or rights of others except as set forth in Section 3.02(g) or other liens which will be released simultaneously with such transfer and assignment; and immediately upon the transfer and assignment herein contemplated, the Trustee Trust will hold good and indefeasible title, to, and be the sole owner of, each Business Loan subject to no liens, charges, mortgages, encumbrances or rights of others except as set forth in Section 3.02(g), or other liens which will be released simultaneously with such transfer and assignment; (i) As of the Cut-Off Date (or, with respect to any Subsequent Business Loan, as of the related Subsequent Cut-Off Date) ), no Business Loan is 59 or more than 30 days delinquent in payment; (j) To the best of the Seller's knowledge, there is no delinquent tax or assessment lien on any Mortgaged PropertyProperty which is the primary Collateral for the related Business Loan, and each Mortgaged Property is free of material damage and is in good repair; (k) The No Business Loan is not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Business Note or any related Mortgage, or the exercise of any right thereunder, render either the Business Note or any related Mortgage unenforceable in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (l) Each Business Loan at the time it was made complied andcomplied, and as of the Closing DateDate complies, complies in all material respects with applicable state and federal laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure and recording laws and, if applicable, the SBA Rules and Regulationslaws; (m) The Each Initial Business Loans were Loan was (and each Subsequent Business Loan will be) originated and underwritten or purchased and reunderwritten by the Seller in accordance with the underwriting criteria set forth in the Registration StatementPrivate Placement Memorandum; (n) The Seller requires that the improvements upon each Mortgaged Property are covered by a valid and existing hazard insurance policy with a generally acceptable carrier that provides for fire and extended coverage representing coverage described in Section 5.074.07; (o) The Seller requires that if a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, a flood insurance policy is in effect with respect to such Mortgaged Property with a generally acceptable carrier in an amount representing coverage described in Section 5.074.07; (p) Each Business Note, any related Mortgage and any other agreement pursuant to which Collateral is pledged to a the Seller is the legal, valid and binding obligation of the maker thereof and is enforceable in accordance with its terms, except only as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law), none of which will prevent the ultimate realization of the security provided by the Collateral or other agreement, and all parties to each Business Loan had full legal capacity to execute all Business Loan documents and convey the estate therein purported to be conveyed; (q) The Servicer Seller has caused and will cause to be performed any and all acts reasonably required to be performed to preserve the rights and remedies of the Indenture Trustee and the Owner Trustee in any insurance policies applicable to the Business Loans including, without limitation, in each case, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Indenture Trustee or the Seller, respectively; (r) Each original Mortgage was recorded, and all subsequent assignments of the original Mortgage have been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Seller (or, subject to Section 2.04 hereof, are in the process of being recorded); (s) Each Business Loan conforms, and all such Business Loans in the aggregate conform, to the description thereof set forth in the Registration StatementPrivate Placement Memorandum; (t) The terms of the Business Note and the related Mortgage or other security agreement pursuant to which Collateral was pledged have not been impaired, altered or modified in any respect, except by a written instrument which has been recorded, if necessary, to protect the interest of the Noteholders and the Certificateholders and which has been delivered to the Indenture Trustee; (u) There are no material defaults in complying with the terms of any applicable Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable; (v) There is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property, nor is such a proceeding currently occurring, and such property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of the Mortgaged Property as security for the Business Loan or the use for which the premises were intended; (w) Each Mortgaged Property which is the primary collateral for the related Business Loan wasunderwent, at the time of origination of such Business Loan, the standard environmental studies and to the best of the Seller's knowledge, is, as of the Cut-off Date, such studies revealed that such Mortgaged Property was free of contamination from toxic substances or hazardous wastes requiring action under applicable laws or is subject to ongoing environmental rehabilitationrehabilitation satisfactory to the Seller; (x) The proceeds of the Business Loan have been fully disbursed, and there is no obligation on the part of the Seller to make future advances thereunder. Any and all requirements as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing or recording the Business Loans were paid; (y) There is no obligation on the part of the Seller or any other party (except for any guarantor of a Business Loan) to make Monthly Payments (except for Monthly Advances) in addition to those made by the Obligor; (z) No statement, report or other document signed by the Seller constituting a part of the Business File contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein not misleadingmisleading in light of the circumstances under which they were made; (aa) With respect to each Mortgage constituting a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or will become payable by the Noteholders and/or the Certificateholders to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Obligor; (bb) No Business Loan has a shared appreciation feature, or other contingent interest feature; (cc) With respect to each Business Loan secured by a Mortgaged Property or other Collateral and that is not a first mortgage loanpriority lien, either (i) no consent for the Business Loan is required by the holder of any related Prior Lien or (ii) such consent has been obtained; (dd) Each Business Loan was originated to a business located in the State identified in the Business Loan Schedule; (ee) All parties which have had any interest in the Business Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein any Mortgaged Property is located, and (2)(A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state; (ff) Any related Mortgage contains customary and enforceable provisions which render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure. There is no homestead or other exemption available to the Mortgagor which would materially interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage; (gg) There is no default, breach, violation or event of acceleration existing under the Business Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration; and neither the Seller, in its capacity as either Servicer nor the Seller have or Seller, has not waived any default, breach, violation or event of acceleration; (hh) All parties to the Business Note and any related Mortgage or other document pursuant to which Collateral was pledged had legal capacity to execute the Business Note and any such Mortgage or other document and each Business Note and Mortgage or other document have been duly and properly executed by such parties; (ii) The Business Loan was not selected for inclusion under this Agreement from the Seller's portfolio of comparable business loans on any basis which would have a material adverse affect on a Noteholder or Certificateholder; and; (jj) All amounts received on or after the Cut-Off Date (or, with respect to the Subsequent Business Loans, on or after the related Subsequent Cut-Off Date) with respect to the Business Loans have been, to the extent required by this Agreement, deposited into the Principal and Interest Account and are, as of the Closing Date (or, or with respect to the Subsequent Business Loans, as of the related Subsequent Closing Date) ), in the Principal and Interest Account; (kk) With respect to those Business Loans secured by Collateral other than a Mortgaged Property, the related Business Note, security agreements, if any, and UCC-1 filed with respect to such Collateral creates a valid and subsisting lien of record on such Collateral subject only to any Prior Liens, if any, on such Collateral and subject in all cases to such exceptions that are generally acceptable to lending institutions in connection with their regular commercial lending activities, and such other exceptions to which similar Collateral is commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by such Business Note, security agreement and UCC-1; (ll) As of the Closing Date, less than 50% of the Business Loans, by Principal Balance, are (and after the Funding Period less than 50% of Initial Business Loans and Subsequent Business Loans will be) "real estate mortgages (or interests therein)" within the meaning of Section 7701(i)(A)(i) of the Code and Treasury regulations Section 301.7701-1(d); and (mm) The Seller has no knowledge that at the time of the sale of the Business Loans, the obligations thereunder would not be paid in full.

Individual Business Loans. The Seller hereby represents and warrants to the Trustee, Indenture Trustee and the CertificateholdersNoteholders, with respect to each Initial Business Loan as of the Closing Date, and with respect to each Subsequent Business Loan, as of the related Subsequent Transfer Date: (a) The information with respect to each Business Loan set forth in the Business Loan Schedule is true and correct; (b) All of the original or certified documentation set forth in Section 2.04 (including all material documents related thereto) has been or will be delivered to the Indenture Trustee on the Closing Date or as otherwise provided in Section 2.04; (c) Each Mortgaged Property serving as the primary collateral is improved by a Commercial Property or a Residential Property and does not constitute other than real property under state law; (d) Each Initial Business Loan has been was (and each Subsequent Business Loan will be) originated and underwritten by the Seller, in its capacity as Seller and each Business Loan is being serviced by the Seller, in its capacity as Servicer; (e) Each Business Loan is an SBA 504 Loan or a Section 7(a) Companion Loan and is secured by one or more items of Collateral[Intentionally Omitted]; (f) Each Approximately 27.06% of the Initial Business Loans (by Principal Balance) bear fixed rates of interest and approximately 54.00%, .46%, 11.48% and 7.00% of the Business Loans (by Principal Balance) bear interest that adjusts monthly based on the Prime Rate, annually based on One-Year CMT, every five years based on Five-Year CMT, and every ten years based on Ten-Year CMT, respectively. Except for up to approximately 9.7% of the Business Loans (by Principal Balance) that are Balloon Loans, each Business Note will, with respect to principal payments, adjust quarterly and provide for a schedule of Monthly Payments which are, if timely paid, sufficient to fully amortize the principal balance of such Business Note Loan on its respective maturity date; (g) With respect to those Business Loans secured by a Mortgaged Property, each Mortgage is a valid and subsisting lien of record on the Mortgaged Property subject only to any applicable Prior Liens on such Mortgaged Property and subject in all cases to such exceptions that are generally acceptable to banking institutions in connection with their regular commercial lending activities, and such other exceptions to which similar properties are commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by such Mortgage; (h) Immediately prior to the transfer and assignment herein contemplated, the Seller held good and indefeasible title to, and was the sole owner of, each Business Loan conveyed by the Seller subject to no liens, charges, mortgages, encumbrances or rights of others except as set forth in Section 3.02(g) or other liens which will be released simultaneously with such transfer and assignment; and immediately upon the transfer and assignment herein contemplated, the Trustee Trust will hold good and indefeasible title, to, and be the sole owner of, each Business Loan subject to no liens, charges, mortgages, encumbrances or rights of others except as set forth in Section 3.02(g), or other liens which will be released simultaneously with such transfer and assignment; (i) As of the Cut-Off Date (or, with respect to any Subsequent Business Loan, as of the related Subsequent Cut-Off Date) ), no Business Loan is 59 or more than 30 days delinquent in payment; (j) To the best of the Seller's knowledge, there is no delinquent tax or assessment lien on any Mortgaged PropertyProperty which is the primary Collateral for the related Business Loan, and each Mortgaged Property is free of material damage and is in good repair; (k) The No Business Loan is not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Business Note or any related Mortgage, or the exercise of any right thereunder, render either the Business Note or any related Mortgage unenforceable in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (l) Each Business Loan at the time it was made complied andcomplied, and as of the Closing DateDate complies, complies in all material respects with applicable state and federal laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure and recording laws and, if applicable, the SBA Rules and Regulationslaws; (m) The Each Initial Business Loans were Loan was (and each Subsequent Business Loan will be) originated and underwritten or purchased and reunderwritten by the Seller Business in accordance with the underwriting criteria set forth in the Registration StatementPrivate Placement Memorandum; (n) The Seller requires that the improvements upon each Mortgaged Property are covered by a valid and existing hazard insurance policy with a generally acceptable carrier that provides for fire and extended coverage representing coverage described in Section 5.074.07; (o) The Seller requires that if a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, a flood insurance policy is in effect with respect to such Mortgaged Property with a generally acceptable carrier in an amount representing coverage described in Section 5.074.07; (p) Each Business Note, any related Mortgage and any other agreement pursuant to which Collateral is pledged to a the Seller is the legal, valid and binding obligation of the maker thereof and is enforceable in accordance with its terms, except only as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law), none of which will prevent the ultimate realization of the security provided by the Collateral or other agreement, and all parties to each Business Loan had full legal capacity to execute all Business Loan documents and convey the estate therein purported to be conveyed; (q) The Servicer Seller has caused and will cause to be performed any and all acts reasonably required to be performed to preserve the rights and remedies of the Indenture Trustee and the Owner Trustee in any insurance policies applicable to the Business Loans including, without limitation, in each case, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Indenture Trustee or the Seller, respectively; (r) Each original Mortgage was recorded, and all subsequent assignments of the original Mortgage have been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Seller (or, subject to Section 2.04 hereof, are in the process of being recorded); (s) Each Business Loan conforms, and all such Business Loans in the aggregate conform, to the description thereof set forth in the Registration StatementPrivate Placement Memorandum; (t) The terms of the Business Note and the related Mortgage or other security agreement pursuant to which Collateral was pledged have not been impaired, altered or modified in any respect, except by a written instrument which has been recorded, if necessary, to protect the interest of the Noteholders and the Certificateholders and which has been delivered to the Indenture Trustee; (u) There are no material defaults in complying with the terms of any applicable Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable; (v) There is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property, nor is such a proceeding currently occurring, and such property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of the Mortgaged Property as security for the Business Loan or the use for which the premises were intended; (w) Each Mortgaged Property which is the primary collateral for the related Business Loan wasunderwent, at the time of origination of such Business Loan, the standard environmental studies and to the best of the Seller's knowledge, is, as of the Cut-off Date, such studies revealed that such Mortgaged Property was free of contamination from toxic substances or hazardous wastes requiring action under applicable laws or is subject to ongoing environmental rehabilitationrehabilitation satisfactory to the Seller; (x) The proceeds of the Business Loan have been fully disbursed, and there is no obligation on the part of the Seller to make future advances thereunder. Any and all requirements as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing or recording the Business Loans were paid; (y) There is no obligation on the part of the Seller or any other party (except for any guarantor of a Business Loan) to make Monthly Payments (except for Monthly Advances) in addition to those made by the Obligor; (z) No statement, report or other document signed by the Seller constituting a part of the Business File contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein not misleadingmisleading in light of the circumstances under which they were made; (aa) With respect to each Mortgage constituting a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or will become payable by the Noteholders and/or the Certificateholders to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Obligor; (bb) No Business Loan has a shared appreciation feature, or other contingent interest feature; (cc) With respect to each Business Loan secured by a Mortgaged Property or other Collateral and that is not a first mortgage loanpriority lien, either (i) no consent for the Business Loan is required by the holder of any related Prior Lien or (ii) such consent has been obtained; (dd) Each Business Loan was originated to a business located in the State identified in the Business Loan Schedule; (ee) All parties which have had any interest in the Business Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein any Mortgaged Property is located, and (2)(A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state; (ff) Any related Mortgage contains customary and enforceable provisions which render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure. There is no homestead or other exemption available to the Mortgagor which would materially interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage; (gg) There is no default, breach, violation or event of acceleration existing under the Business Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration; and neither the Seller, in its capacity as either Servicer nor the Seller have or Seller, has not waived any default, breach, violation or event of acceleration; (hh) All parties to the Business Note and any related Mortgage or other document pursuant to which Collateral was pledged had legal capacity to execute the Business Note and any such Mortgage or other document and each Business Note and Mortgage or other document have been duly and properly executed by such parties; (ii) The Business Loan was not selected for inclusion under this Agreement from the Seller's portfolio of comparable business loans on any basis which would have a material adverse affect on a Noteholder or Certificateholder; and; (jj) All amounts received on or after the Cut-Off Date (or, with respect to the Subsequent Business Loans, on or after the related Subsequent Cut-Off Date) with respect to the Business Loans have been, to the extent required by this Agreement, deposited into the Principal and Interest Account and are, as of the Closing Date (or, or with respect to the Subsequent Business Loans, as of the related Subsequent Closing Date) ), in the Principal and Interest Account; (kk) With respect to those Business Loans secured by Collateral other than a Mortgaged Property, the related Business Note, security agreements, if any, and UCC-1 filed with respect to such Collateral creates a valid and subsisting lien of record on such Collateral subject only to any Prior Liens, if any, on such Collateral and subject in all cases to such exceptions that are generally acceptable to lending institutions in connection with their regular commercial lending activities, and such other exceptions to which similar Collateral is commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by such Business Note, security agreement and UCC-1; and (ll) As of the Closing Date, less than 50% of the Business Loans, by Principal Balance, are (and after the Funding Period less than 50% of Initial Business Loans and Subsequent Business Loans will be) "real estate mortgages (or interests therein)" within the meaning of Section 7701(i)(A)(i) of the Code and Treasury regulations Section 301.7701-1(d).