Common use of REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. The Parent and the Company jointly and severally represent and warrant to Buyer and Global, jointly and severally with respect to matters relating to the Company (but not with respect to a member of Parent individually), and each Seller represents and warrants severally but not jointly with respect to matters relating to such Seller individually in Sections 3.1 and 3.9(a), (d) and (e), that subject to the specific qualifications and limitations set forth herein, including, without limitation, the qualifications and limitations set forth in the disclosure schedules delivered by the Parent to Buyer and Global on the date hereof (the “Disclosure Schedules”), the statements contained in this Article III are correct and complete as of the date hereof and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III), except to the extent that such representations and warranties are expressly made as of another specified date, and as to such representation, the same shall be true as of such date and except with respect to factors, circumstances or events, including execution of contracts or other agreements, first arising or, in the case of representations given to the Company’s Knowledge, such Knowledge being obtained in good faith after the date hereof; provided that such factors, circumstances or events do not constitute a breach of any of the Sellers’ or Company’s covenants pursuant to Article V of this Agreement except as would not have a Material Adverse Effect. The Disclosure Schedules may be updated one or more times prior to the Closing Date and the delivery of such updated Disclosure Schedules shall be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such variance or inaccuracy and neither Buyer nor Global shall have any claim (whether for indemnification or otherwise) against the Company or the Sellers for any such variance or inaccuracy; provided that any such updated Disclosure Schedules containing any change that would result in any Material Adverse Effect shall not cure any misrepresentation or breach of warranty of the Company and Sellers under this Article III. The inclusion of any item on any Disclosure Schedule shall not constitute an admission that such item is material or that a violation, right of termination, default, liability or other obligation of any kind exists with respect to such item, but rather is intended only to qualify certain representations and warranties in this Agreement and to set forth other information required by this Agreement. The headings with respect to each item are included for convenience only, and are not a part of the responses to requirements or a qualification of the representations and warranties set forth in this Agreement. Capitalized terms used in the Disclosure Schedules but not otherwise defined shall have the meanings assigned to them in this Agreement. Nothing in the Disclosure Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein, unless the Disclosure Schedules identify the exception with reasonable particularity or the disclosure manifestly states an exception to a warranty or representation, as the context requires. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless (i) the representation or warranty had to do with the existence of the document or other item itself or (ii) the representation and warranty refers to a specific violation or exception contained in the document or other item itself, which violation or exception to a representation or warranty would be reasonably obvious to a reasonable purchaser upon review of the document or item). Notwithstanding the foregoing, if a disclosure on one schedule would be reasonably obvious to a reasonable purchaser to apply to the disclosure under another schedule, then such disclosure shall be sufficient for such other schedule (for example, if the Sellers specifically disclose on Schedule 3.12(b) an uncollectable Account Receivable that has not been reserved for on the Financial Statements, such disclosure shall be sufficient for a disclosure under Schedule 3.11(b)). The Disclosure Schedules will be arranged in Schedules corresponding to the lettered and numbered paragraphs contained in this Article III.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. (a) The Parent Company and the Company jointly and severally Sellers represent and warrant to Buyer and Global, jointly and severally with respect to matters relating to the Company (but not with respect to a member of Parent individually), and each Seller represents and warrants severally but not jointly with respect to matters relating to such Seller individually in Sections 3.1 and 3.9(a), (d) and (e), that subject to the specific qualifications and limitations set forth herein, including, without limitation, the qualifications and limitations set forth in the disclosure schedules delivered by the Parent to Buyer and Global on the date hereof (the “Disclosure Schedules”), the statements contained in this Article III are correct and complete Underwriter as of the date hereof and will be correct and complete and, if the Pricing Agreement is executed on a date other than the date hereof, as of the Closing date of the Pricing Agreement (such latter date being hereinafter referred to as the "Representation Date") as follows: (i) The Sellers have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-32775) including a prospectus, and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "1933 Act"), and such registration statement, as amended, has become effective. Such registration statement, as amended, and the prospectus relating to the sale of the Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus supplement (the "Prospectus Supplement") filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") and any information incorporated therein by reference) are respectively referred to herein as the "Registration Statement" and the "Prospectus." The conditions of Rule 415 under the 1933 Act have been satisfied with respect to the Company and the Registration Statement. (ii) At the time the Registration Statement became effective and at the Representation Date, the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the Representation Date (as though made then and as though unless the Closing Date were substituted for the date of this Agreement throughout this Article III), except term "Prospectus" refers to a prospectus which has been provided to the extent Underwriter by the Company for use in connection with the offering of the Certificates which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective, in which case at the time it is first provided to the Underwriter for such use) and at Closing Time referred to in Section 2 hereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such the representations and warranties are in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by the Underwriter expressly made as of another specified datefor use in the Registration Statement or Prospectus; and provided further, and that neither the Company nor the Sellers make any representations or warranties as to such representationany information in any Computational Materials (as defined below) provided by the Underwriter to the Company pursuant to Section 10. The conditions to the use by the Company of a registration statement on Form S-3 under the 1933 Act, as set forth in the same shall be true as of such date and except General Instructions to Form S-3, have been satisfied with respect to factorsthe Registration Statement and the Prospectus. (iii) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, circumstances except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or eventsotherwise, including execution or in the earnings, business affairs or business prospects of contracts the Sellers and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, which would have a material adverse effect on the ability of any Seller to perform its obligations under the Basic Documents (as defined below) to which it is a party and (B) there have been no transactions entered into by the Sellers or any of their subsidiaries, other agreementsthan those in the ordinary course of business, first arising orwhich would have a material adverse effect on the ability of any Seller to perform its obligations under this Agreement, the Pricing Agreement, the Pooling and Servicing Agreement and, in the case of representations given TMSIC and MSNY, the Multi-Party Agreement (this Agreement, the Pricing Agreement, the Pooling and Servicing Agreement, and the Multi-Party Agreement being herein referred to, collectively, as the "Basic Documents"). (iv) Each of the Sellers has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation with all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Basic Documents to which it is a party; and each of the Sellers is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on, (A) the Seller's ability to perform its obligations under the Basic Documents to which it is a party, or (B) the business, properties, financial position, operations or results of operations of the Seller. (v) Any person who signed this Agreement on behalf of any Seller, was, as of the time of such signing and delivery, and is now duly elected or appointed, qualified and acting, and the Agreement, as so executed, is duly and validly authorized, executed, and constitutes the valid, legal and binding agreement of the Company and each Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. (vi) Each Basic Document has been duly and validly authorized by each Seller that is a party thereto and, when executed and delivered by each Seller and duly and validly authorized, executed and delivered by the other parties thereto, will constitute, the valid and binding agreement of each such Seller, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law; and such Basic Documents conform in all material respects to the Company’s Knowledgestatements relating thereto contained in the Prospectus. (vii) The Certificates have been duly and validly authorized by the Servicer and, when executed and delivered by the Servicer and authenticated by the Trustee as specified in the Pooling and Servicing Agreement and delivered to the Underwriter pursuant to this Agreement, the Certificates will be duly and validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement; and the Certificates conform in all material respects to all statements relating thereto contained in the Prospectus. (viii) Neither the issuance or delivery of the Certificates, nor the consummation of any other of the transactions herein contemplated or in any other Basic Document, nor the execution and delivery by each Seller of the Basic Documents to which it is a party, nor the fulfillment of the terms of the Certificates or each such Knowledge being obtained Basic Document will result in good faith after the date hereof; provided that such factorsbreach of any term or provision of the charter or by-laws of any Seller, circumstances and no Seller is in breach or events do not violation of or in default (nor has an event occurred which with notice or lapse of time or both would constitute a default) under the terms of (A) any material obligation, agreement, covenant or condition contained in any material contract, indenture, loan agreement, note, lease or other material instrument to which such Seller is a party or by which it may be bound, or to which any of the property or assets of such Seller is subject, or (B) any law, decree, order, rule or regulation applicable to such Seller or the SBA Loans of any court or supervisory, regulatory, administrative or governmental agency, body or authority, or arbitrator having jurisdiction over such Seller or their properties or the SBA Loans, the default in or the breach or violation of which would have a material adverse effect on such Seller or the ability of such Seller to perform its obligations under the Basic Documents to which it is a party; and neither the issuance or delivery of the Certificates, nor the consummation of any other of the transactions herein contemplated, nor the fulfillment of the terms of the Certificates or the Basic Documents will result in such a breach, violation or default which would have such a material adverse effect. (ix) Except as described in the Prospectus, there is no action, suit or proceeding against or investigation of any Seller, now pending, or, to the knowledge of any Seller, threatened against any Seller, before any court, governmental agency or body (A) which is required to be disclosed in the Prospectus (other than as disclosed therein) or (B) (1) asserting the invalidity of any Basic Document or the Certificates, (2) seeking to prevent the issuance of the Certificates or the consummation of any of the Sellers’ transactions contemplated by the Basic Documents, (3) which would materially and adversely affect the performance by any Seller of its obligations under the Basic Documents to which it is a party, or Company’s covenants pursuant the validity or enforceability of any Basic Document or the Certificates or (4) seeking to Article V adversely affect the federal income tax attributes of this Agreement the Certificates described in the Prospectus; all pending legal or governmental proceedings to which any Seller is a party or of which any of its property or assets is the subject which are not described in the Prospectus, including ordinary routine litigation incidental to the business, are, considered in the aggregate, not material to such Seller's ability to perform its obligations under the Basic Documents to which it is a party. (x) Each Seller possesses such licenses, certificates, authorities or permits issued by the appropriate state or federal regulatory agencies or governmental bodies necessary to conduct the businesses now conducted by it (except as where the failure to possess any such license, certificate, authority or permit would not have a Material Adverse Effect. The Disclosure Schedules materially and adversely affect the holders of the Certificates) and no Seller has received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would materially and adversely affect the ability of such Seller to perform its obligations under the Basic Documents. (xi) No authorization, approval or consent of any court or governmental authority or agency is necessary in connection with the issuance or sale of the Certificates hereunder, except such as may be updated one required under the 1933 Act or more times the 1933 Act Regulations or state securities laws. (xii) At the time of execution and delivery of the Pooling and Servicing Agreement by the Company, the Sellers and the Trustee, the Trustee will have acquired good title on behalf of the Trust Fund to the Unguaranteed Interests, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and, upon delivery to the Underwriter of the Certificates, the Underwriter will have good and marketable title to the Certificates free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. (xiii) The transfer of the Unguaranteed Interests to the Trust Fund at Closing Time will be treated by the Sellers for financial accounting and reporting purposes as a sale of assets and not as a pledge of assets to secure debt. (xiv) Any taxes, fees and other governmental charges that are assessed and due in connection with the execution, delivery and issuance of the Basic Documents and the Certificates which have become due or will become due on or prior to Closing Time shall have been paid at or prior to Closing Time. (xv) The Trust Fund is not required to be registered as an "investment company" under the Closing Date Investment Company Act of 1940 (the "1940 Act"). (b) Any certificate signed by any officer of either Seller and delivered to the delivery of such updated Disclosure Schedules Underwriter or counsel for the Underwriter shall be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such variance or inaccuracy and neither Buyer nor Global shall have any claim (whether for indemnification or otherwise) against the Company or the Sellers for any such variance or inaccuracy; provided that any such updated Disclosure Schedules containing any change that would result in any Material Adverse Effect shall not cure any misrepresentation or breach of warranty of the Company and Sellers under this Article III. The inclusion of any item on any Disclosure Schedule shall not constitute an admission that such item is material or that a violation, right of termination, default, liability or other obligation of any kind exists with respect to such item, but rather is intended only to qualify certain representations and warranties in this Agreement and to set forth other information required by this Agreement. The headings with respect to each item are included for convenience only, and are not a part of the responses to requirements or a qualification of the representations and warranties set forth in this Agreement. Capitalized terms used in the Disclosure Schedules but not otherwise defined shall have the meanings assigned to them in this Agreement. Nothing in the Disclosure Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein, unless the Disclosure Schedules identify the exception with reasonable particularity or the disclosure manifestly states an exception to a warranty or representation, as the context requires. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless (i) the representation or warranty had to do with the existence of the document or other item itself or (ii) the representation and warranty refers to a specific violation or exception contained in the document or other item itself, which violation or exception to a representation or warranty would be reasonably obvious to a reasonable purchaser upon review of the document or item). Notwithstanding the foregoing, if a disclosure on one schedule would be reasonably obvious to a reasonable purchaser to apply by such Seller as to the disclosure under another schedule, then such disclosure shall be sufficient for such other schedule (for example, if the Sellers specifically disclose on Schedule 3.12(b) an uncollectable Account Receivable that has not been reserved for on the Financial Statements, such disclosure shall be sufficient for a disclosure under Schedule 3.11(b)). The Disclosure Schedules will be arranged in Schedules corresponding to the lettered and numbered paragraphs contained in this Article IIImatters covered thereby.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. (a) The Parent Company and the Company jointly and severally Sellers represent and warrant to Buyer and Global, jointly and severally with respect to matters relating to the Company (but not with respect to a member of Parent individually), and each Seller represents and warrants severally but not jointly with respect to matters relating to such Seller individually in Sections 3.1 and 3.9(a), (d) and (e), that subject to the specific qualifications and limitations set forth herein, including, without limitation, the qualifications and limitations set forth in the disclosure schedules delivered by the Parent to Buyer and Global on the date hereof (the “Disclosure Schedules”), the statements contained in this Article III are correct and complete Underwriter as of the date hereof and will be correct and complete and, if the Pricing Agreement is executed on a date other than the date hereof, as of the Closing date of the Pricing Agreement (such latter date being hereinafter referred to as the "Representation Date") as follows: (i) The Sellers have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 33-98734) including a prospectus, and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "1933 Act"), and such registration statement, as amended, has become effective. Such registration statement, as amended, and the prospectus relating to the sale of the Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus supplement (the "Prospectus Supplement") filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") and any information incorporated therein by reference) are respectively referred to herein as the "Registration Statement" and the "Prospectus." The conditions of Rule 415 under the 1933 Act have been satisfied with respect to the Company and the Registration Statement. (ii) At the time the Registration Statement became effective and at the Representation Date, the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the Representation Date (as though made then and as though unless the Closing Date were substituted for the date of this Agreement throughout this Article III), except term "Prospectus" refers to a prospectus which has been provided to the extent Underwriter by the Company for use in connection with the offering of the Certificates which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective, in which case at the time it is first provided to the Underwriter for such use) and at Closing Time referred to in Section 2 hereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such the representations and warranties are in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by the Underwriter expressly made as of another specified datefor use in the Registration Statement or Prospectus; and provided further, and that neither the Company nor the Sellers make any representations or warranties as to such representationany information in any Computational Materials (as defined below) provided by the Underwriter to the Company pursuant to Section 10. The conditions to the use by the Company of a registration statement on Form S-3 under the 1933 Act, as set forth in the same shall be true as of such date and except General Instructions to Form S-3, have been satisfied with respect to factorsthe Registration Statement and the Prospectus. (iii) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, circumstances except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or eventsotherwise, including execution or in the earnings, business affairs or business prospects of contracts the Sellers and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, which would have a material adverse effect on the ability of any Seller to perform its obligations under the Basic Documents (as defined below) to which it is a party and (B) there have been no transactions entered into by the Sellers or any of their subsidiaries, other agreementsthan those in the ordinary course of business, first arising orwhich would have a material adverse effect on the ability of any Seller to perform its obligations under this Agreement, the Pricing Agreement, the Pooling and Servicing Agreement and, in the case of representations given TMSIC and MSNY, the Multi-Party Agreement (this Agreement, the Pricing Agreement, the Pooling and Servicing Agreement, and the Multi-Party Agreement being herein referred to, collectively, as the "Basic Documents"). (iv) Each of the Sellers has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation with all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Basic Documents to which it is a party; and each of the Sellers is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on, (A) the Seller's ability to perform its obligations under the Basic Documents to which it is a party, or (B) the business, properties, financial position, operations or results of operations of the Seller. (v) Any person who signed this Agreement on behalf of any Seller, was, as of the time of such signing and delivery, and is now duly elected or appointed, qualified and acting, and the Agreement, as so executed, is duly and validly authorized, executed, and constitutes the valid, legal and binding agreement of the Company and each Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. (vi) Each Basic Document has been duly and validly authorized by each Seller that is a party thereto and, when executed and delivered by each Seller and duly and validly authorized, executed and delivered by the other parties thereto, will constitute, the valid and binding agreement of each such Seller, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law; and such Basic Documents conform in all material respects to the Company’s Knowledgestatements relating thereto contained in the Prospectus. (vii) The Certificates have been duly and validly authorized by the Servicer and, when executed and delivered by the Servicer and authenticated by the Trustee as specified in the Pooling and Servicing Agreement and delivered to the Underwriter pursuant to this Agreement, the Certificates will be duly and validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement; and the Certificates conform in all material respects to all statements relating thereto contained in the Prospectus. (viii) Neither the issuance or delivery of the Certificates, nor the consummation of any other of the transactions herein contemplated or in any other Basic Document, nor the execution and delivery by each Seller of the Basic Documents to which it is a party, nor the fulfillment of the terms of the Certificates or each such Knowledge being obtained Basic Document will result in good faith after the date hereof; provided that such factorsbreach of any term or provision of the charter or by-laws of any Seller, circumstances and no Seller is in breach or events do not violation of or in default (nor has an event occurred which with notice or lapse of time or both would constitute a default) under the terms of (A) any material obligation, agreement, covenant or condition contained in any material contract, indenture, loan agreement, note, lease or other material instrument to which such Seller is a party or by which it may be bound, or to which any of the property or assets of such Seller is subject, or (B) any law, decree, order, rule or regulation applicable to such Seller or the SBA Loans of any court or supervisory, regulatory, administrative or governmental agency, body or authority, or arbitrator having jurisdiction over such Seller or their properties or the SBA Loans, the default in or the breach or violation of which would have a material adverse effect on such Seller or the ability of such Seller to perform its obligations under the Basic Documents to which it is a party; and neither the issuance or delivery of the Certificates, nor the consummation of any other of the transactions herein contemplated, nor the fulfillment of the terms of the Certificates or the Basic Documents will result in such a breach, violation or default which would have such a material adverse effect. (ix) Except as described in the Prospectus, there is no action, suit or proceeding against or investigation of any Seller, now pending, or, to the knowledge of any Seller, threatened against any Seller, before any court, governmental agency or body (A) which is required to be disclosed in the Prospectus (other than as disclosed therein) or (B) (1) asserting the invalidity of any Basic Document or the Certificates, (2) seeking to prevent the issuance of the Certificates or the consummation of any of the Sellers’ transactions contemplated by the Basic Documents, (3) which would materially and adversely affect the performance by any Seller of its obligations under the Basic Documents to which it is a party, or Company’s covenants pursuant the validity or enforceability of any Basic Document or the Certificates or (4) seeking to Article V adversely affect the federal income tax attributes of this Agreement the Certificates described in the Prospectus; all pending legal or governmental proceedings to which any Seller is a party or of which any of its property or assets is the subject which are not described in the Prospectus, including ordinary routine litigation incidental to the business, are, considered in the aggregate, not material to such Seller's ability to perform its obligations under the Basic Documents to which it is a party. (x) Each Seller possesses such licenses, certificates, authorities or permits issued by the appropriate state or federal regulatory agencies or governmental bodies necessary to conduct the businesses now conducted by it (except as where the failure to possess any such license, certificate, authority or permit would not have a Material Adverse Effect. The Disclosure Schedules materially and adversely affect the holders of the Certificates) and no Seller has received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would materially and adversely affect the ability of such Seller to perform its obligations under the Basic Documents. (xi) No authorization, approval or consent of any court or governmental authority or agency is necessary in connection with the issuance or sale of the Certificates hereunder, except such as may be updated one required under the 1933 Act or more times the 1933 Act Regulations or state securities laws. (xii) At the time of execution and delivery of the Pooling and Servicing Agreement by the Company, the Sellers and the Trustee, the Trustee will have acquired good title on behalf of the Trust Fund to the Unguaranteed Interests, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and, upon delivery to the Underwriter of the Certificates, the Underwriter will have good and marketable title to the Certificates free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. (xiii) The transfer of the Unguaranteed Interests to the Trust Fund at Closing Time will be treated by the Sellers for financial accounting and reporting purposes as a sale of assets and not as a pledge of assets to secure debt. (xiv) Any taxes, fees and other governmental charges that are assessed and due in connection with the execution, delivery and issuance of the Basic Documents and the Certificates which have become due or will become due on or prior to Closing Time shall have been paid at or prior to Closing Time. (xv) The Trust Fund is not required to be registered as an "investment company" under the Closing Date Investment Company Act of 1940 (the "1940 Act"). (b) Any certificate signed by any officer of either Seller and delivered to the delivery of such updated Disclosure Schedules Underwriter or counsel for the Underwriter shall be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such variance or inaccuracy and neither Buyer nor Global shall have any claim (whether for indemnification or otherwise) against the Company or the Sellers for any such variance or inaccuracy; provided that any such updated Disclosure Schedules containing any change that would result in any Material Adverse Effect shall not cure any misrepresentation or breach of warranty of the Company and Sellers under this Article III. The inclusion of any item on any Disclosure Schedule shall not constitute an admission that such item is material or that a violation, right of termination, default, liability or other obligation of any kind exists with respect to such item, but rather is intended only to qualify certain representations and warranties in this Agreement and to set forth other information required by this Agreement. The headings with respect to each item are included for convenience only, and are not a part of the responses to requirements or a qualification of the representations and warranties set forth in this Agreement. Capitalized terms used in the Disclosure Schedules but not otherwise defined shall have the meanings assigned to them in this Agreement. Nothing in the Disclosure Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein, unless the Disclosure Schedules identify the exception with reasonable particularity or the disclosure manifestly states an exception to a warranty or representation, as the context requires. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless (i) the representation or warranty had to do with the existence of the document or other item itself or (ii) the representation and warranty refers to a specific violation or exception contained in the document or other item itself, which violation or exception to a representation or warranty would be reasonably obvious to a reasonable purchaser upon review of the document or item). Notwithstanding the foregoing, if a disclosure on one schedule would be reasonably obvious to a reasonable purchaser to apply by such Seller as to the disclosure under another schedule, then such disclosure shall be sufficient for such other schedule (for example, if the Sellers specifically disclose on Schedule 3.12(b) an uncollectable Account Receivable that has not been reserved for on the Financial Statements, such disclosure shall be sufficient for a disclosure under Schedule 3.11(b)). The Disclosure Schedules will be arranged in Schedules corresponding to the lettered and numbered paragraphs contained in this Article IIImatters covered thereby.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. (a) The Parent Company and the Company jointly and severally Sellers represent and warrant to Buyer and Global, jointly and severally with respect to matters relating to each of the Company (but not with respect to a member of Parent individually), and each Seller represents and warrants severally but not jointly with respect to matters relating to such Seller individually in Sections 3.1 and 3.9(a), (d) and (e), that subject to the specific qualifications and limitations set forth herein, including, without limitation, the qualifications and limitations set forth in the disclosure schedules delivered by the Parent to Buyer and Global on the date hereof (the “Disclosure Schedules”), the statements contained in this Article III are correct and complete Underwriters as of the date hereof and will be correct and complete and, if the Pricing Agreement is executed on a date other than the date hereof, as of the Closing date of the Pricing Agreement (such latter date being hereinafter referred to as the "Representation Date") as follows: (i) The Sellers have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-60771) including a prospectus, and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "1933 Act"), and such registration statement, as amended, has become effective. Such registration statement, as amended, and the prospectus relating to the sale of the Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus supplement (the "Prospectus Supplement") filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") and any information incorporated therein by reference) are respectively referred to herein as the "Registration Statement" and the "Prospectus." The conditions of Rule 415 under the 1933 Act have been satisfied with respect to the Company and the Registration Statement. (ii) At the time the Registration Statement became effective and at the Representation Date, the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the Representation Date (as though made then and as though unless the Closing Date were substituted for the date of this Agreement throughout this Article III), except term "Prospectus" refers to a prospectus which has been provided to the extent Representative, as representative of the Underwriters, by the Company for use in connection with the offering of the Offered Certificates which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective, in which case at the time it is first provided to the Underwriters for such use) and at Closing Time referred to in Section 2 hereof, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such the representations and warranties are in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representative expressly made as of another specified datefor use in the Registration Statement or Prospectus; and provided further, and that neither the Company nor the Sellers make any representations or warranties as to such representationany information in any Computational Materials (as defined below) provided by any Underwriter to the Company pursuant to Section 10. The conditions to the use by the Company of a registration statement on Form S-3 under the 1933 Act, as set forth in the same shall be true as of such date and except General Instructions to Form S-3, have been satisfied with respect to factorsthe Registration Statement and the Prospectus. (iii) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, circumstances except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or eventsotherwise, including execution or in the earnings, business affairs or business prospects of contracts the Sellers and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, which would have a material adverse effect on the ability of any Seller to perform its obligations under the Basic Documents (as defined below) to which it is a party and (B) there have been no transactions entered into by the Sellers or any of their subsidiaries, other agreementsthan those in the ordinary course of business, first arising orwhich would have a material adverse effect on the ability of any Seller to perform its obligations under this Agreement, the Pricing Agreement, the Pooling and Servicing Agreement and, in the case of representations given TMSIC and MSNY, the Multi-Party Agreement (this Agreement, the Pricing Agreement, the Pooling and Servicing Agreement, and the Multi-Party Agreement being herein referred to, collectively, as the "Basic Documents"). (iv) Each of the Sellers has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation with all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Basic Documents to which it is a party; and each of the Sellers is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on, (A) the Seller's ability to perform its obligations under the Basic Documents to which it is a party, or (B) the business, properties, financial position, operations or results of operations of the Seller. (v) Any person who signed this Agreement on behalf of any Seller, was, as of the time of such signing and delivery, and is now duly elected or appointed, qualified and acting, and the Agreement, as so executed, is duly and validly authorized, executed, and constitutes the valid, legal and binding agreement of the Company and each Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. (vi) Each Basic Document has been duly and validly authorized by each Seller that is a party thereto and, when executed and delivered by each Seller and duly and validly authorized, executed and delivered by the other parties thereto, will constitute, the valid and binding agreement of each such Seller, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law; and such Basic Documents conform in all material respects to the Company’s Knowledgestatements relating thereto contained in the Prospectus. (vii) The Certificates have been duly and validly authorized by the Servicer and, when executed and delivered by the Servicer and authenticated by the Trustee as specified in the Pooling and Servicing Agreement, the Offered Certificates have been delivered to the Underwriters pursuant to this Agreement, the Certificates will be duly and validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement; and the Offered Certificates conform in all material respects to all statements relating thereto contained in the Prospectus. (viii) Neither the issuance or delivery of the Certificates, nor the consummation of any other of the transactions herein contemplated or in any other Basic Document, nor the execution and delivery by each Seller of the Basic Documents to which it is a party, nor the fulfillment of the terms of the Certificates or each such Knowledge being obtained Basic Document will result in good faith after the date hereof; provided that such factorsbreach of any term or provision of the charter or By-Laws of any Seller, circumstances and no Seller is in breach or events do not violation of or in default (nor has an event occurred which with notice or lapse of time or both would constitute a default) under the terms of (A) any material obligation, agreement, covenant or condition contained in any material contract, indenture, loan agreement, note, lease or other material instrument to which such Seller is a party or by which it may be bound, or to which any of the property or assets of such Seller is subject, or (B) any law, decree, order, rule or regulation applicable to such Seller or the SBA Loans of any court or supervisory, regulatory, administrative or governmental agency, body or authority, or arbitrator having jurisdiction over such Seller or their properties or the SBA Loans, the default in or the breach or violation of which would have a material adverse effect on such Seller or the ability of such Seller to perform its obligations under the Basic Documents to which it is a party; and neither the issuance or delivery of the Certificates, nor the consummation of any other of the transactions herein contemplated, nor the fulfillment of the terms of the Certificates or the Basic Documents will result in such a breach, violation or default which would have such a material adverse effect. (ix) Except as described in the Prospectus, there is no action, suit or proceeding against or investigation of any Seller, now pending, or, to the knowledge of any Seller, threatened against any Seller, before any court, governmental agency or body (A) which is required to be disclosed in the Prospectus (other than as disclosed therein) or (B) (1) asserting the invalidity of any Basic Document or the Certificates, (2) seeking to prevent the issuance of the Certificates or the consummation of any of the Sellers’ transactions contemplated by the Basic Documents, (3) which would materially and adversely affect the performance by any Seller of its obligations under the Basic Documents to which it is a party, or Company’s covenants pursuant the validity or enforceability of any Basic Document or the Certificates or (4) seeking to Article V adversely affect the federal income tax attributes of this Agreement the Certificates described in the Prospectus; all pending legal or governmental proceedings to which any Seller is a party or of which any of its property or assets is the subject which are not described in the Prospectus, including ordinary routine litigation incidental to the business, are, considered in the aggregate, not material to such Seller's ability to perform its obligations under the Basic Documents to which it is a party. (x) Each Seller possesses such licenses, certificates, authorities or permits issued by the appropriate state or federal regulatory agencies or governmental bodies necessary to conduct the businesses now conducted by it (except as where the failure to possess any such license, certificate, authority or permit would not have a Material Adverse Effect. The Disclosure Schedules materially and adversely affect the holders of the Offered Certificates) and no Seller has received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would materially and adversely affect the ability of such Seller to perform its obligations under the Basic Documents. (xi) No authorization, approval or consent of any court or governmental authority or agency is necessary in connection with the issuance or sale of the Offered Certificates hereunder, except such as may be updated one required under the 1933 Act or more times the 1933 Act Regulations or state securities laws. (xii) At the time of execution and delivery of the Pooling and Servicing Agreement by the Company, the Sellers and the Trustee, the Trustee will have acquired good title on behalf of the Trust Fund to the Unguaranteed Interests, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and, upon delivery to the Underwriters of the Offered Certificates, the Underwriters will have good and marketable title to the Offered Certificates free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. (xiii) The transfer of the Unguaranteed Interests to the Trust Fund at Closing Time will be treated by the Sellers for financial accounting and reporting purposes as a sale of assets and not as a pledge of assets to secure debt. (xiv) Any taxes, fees and other governmental charges that are assessed and due in connection with the execution, delivery and issuance of the Basic Documents and the Certificates which have become due or will become due on or prior to Closing Time shall have been paid at or prior to Closing Time. (xv) The Trust Fund is not required to be registered as an "investment company" under the Closing Date Investment Company Act of 1940 (the "1940 Act"). (b) Any certificate signed by any officer of either Seller and delivered to the delivery Representative, as representative of such updated Disclosure Schedules the Underwriters, or counsel for the Underwriters shall be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such variance or inaccuracy and neither Buyer nor Global shall have any claim (whether for indemnification or otherwise) against the Company or the Sellers for any such variance or inaccuracy; provided that any such updated Disclosure Schedules containing any change that would result in any Material Adverse Effect shall not cure any misrepresentation or breach of warranty of the Company and Sellers under this Article III. The inclusion of any item on any Disclosure Schedule shall not constitute an admission that such item is material or that a violation, right of termination, default, liability or other obligation of any kind exists with respect to such item, but rather is intended only to qualify certain representations and warranties in this Agreement and to set forth other information required by this Agreement. The headings with respect to each item are included for convenience only, and are not a part of the responses to requirements or a qualification of the representations and warranties set forth in this Agreement. Capitalized terms used in the Disclosure Schedules but not otherwise defined shall have the meanings assigned to them in this Agreement. Nothing in the Disclosure Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein, unless the Disclosure Schedules identify the exception with reasonable particularity or the disclosure manifestly states an exception to a warranty or representation, as the context requires. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless (i) the representation or warranty had to do with the existence of the document or other item itself or (ii) the representation and warranty refers to a specific violation or exception contained in the document or other item itself, which violation or exception to a representation or warranty would be reasonably obvious to a reasonable purchaser upon review of the document or item). Notwithstanding the foregoing, if a disclosure on one schedule would be reasonably obvious to a reasonable purchaser to apply by such Seller as to the disclosure under another schedule, then such disclosure shall be sufficient for such other schedule (for example, if the Sellers specifically disclose on Schedule 3.12(b) an uncollectable Account Receivable that has not been reserved for on the Financial Statements, such disclosure shall be sufficient for a disclosure under Schedule 3.11(b)). The Disclosure Schedules will be arranged in Schedules corresponding to the lettered and numbered paragraphs contained in this Article IIImatters covered thereby.