Common use of The Loans and Notes Clause in Contracts

The Loans and Notes. With respect to each Loan and the corresponding Note, except as set forth in §3(q) of the Disclosure Schedule: (i) Section 1.2 of the Disclosure Schedule contains a list of the Loans, by Obligor, SBA Guaranteed Portion, Non-guaranteed Portion, loan loss reserves and outstanding principal balance as of the date hereof and indicates whether and to what extent any payment (or part thereof) on any Loan is more than 30 days past due or whether any Loan is otherwise in default. (ii) (A) Each Note, the other Loan Documents and the Servicing Fees are not subject to any right of rescission, set-off, abatement, diminution, or counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, abatement, diminution, or reasonable counterclaim or defense has been asserted with respect thereto, and (B) neither the operation of the terms of the Note and the other Loan Documents, nor the exercise of any right thereunder, will render them unenforceable, in whole or in part. (iii) No Note is subject to any participation, subordination or intercreditor agreement other than the interests of SBA and the Holders. (A) Each Loan has an outstanding principal amount as at July 29, 2005 equal to the amount set forth in §1.2 of the Disclosure Schedule, and no Loan has been prepaid fully or partially; (B) all payments required to be made for such Loan under the terms of the Note have been made; and (C) Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the Obligor, for the payment of any amount required by the Loan. (v) All interest, fees and all other charges payable with respect to such Note conform with all applicable laws, rules, regulations and ordinances; and to the best of Seller’s and Medallion’s Knowledge, there are no delinquent taxes, ground rents, water charges, sewer rents, assessments or other outstanding charges affecting the related Mortgaged Property. (vi) To the Knowledge of Seller and Medallion, no Obligor with respect to such Note or any other Loan Document has (A) filed, or consented by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (B) made an assignment for the benefit of its creditors, (C) consented to the appointment of a custodian, receiver, trustee, liquidator or other officer with similar power over itself or of any substantial part of its property, (D) been adjudicated insolvent, or (E) taken action for the purpose of authorizing any of the foregoing. (vii) Neither Seller nor any other Person acting for or on behalf of or at the instigation of Seller has (A) made any modification, agreement or waiver, or reached any understanding with the Obligor on any Note for any variation or modification of the interest rate, amortization schedule, principal amount thereof, or of any other term or condition of the Loan or any Loan Document with respect thereto, or (B) made any advance, extension or other accommodation to such Obligor for purposes of changing or beneficially affecting the delinquency status of such Note or which otherwise materially impairs or adversely affects such Note or any other Loan Document or could result in the SBA not being obligated to pay any part of the SBA Guaranteed Portion of such Note under the applicable SBA Guaranty. (viii) The SBA Guaranteed Portion of such Note to the extent set forth in §1.2 of the Disclosure Schedule has been sold by Seller in a Secondary Market Transaction pursuant to a Loan Assignment Agreement and the interest rate due to each Holder with respect to each such Note is fully set forth in such schedule and in such Loan Assignment Agreement. (ix) Each Loan evidenced by such Note has been made for business purposes and not for personal, family or household purposes, and, to the Knowledge of Seller and Medallion, has not been made (A) with respect to SBA 7(a) Loans, for purposes involving gambling or adult entertainment or any other purpose not permitted for a loan under the SBA’s 7(a) program, or (B) to an Obligor whose principal activity includes the distribution or underground storage of petroleum or other environmentally sensitive products. (x) The Loans have been documented, closed, disbursed, serviced and administered in compliance in all material respects with the SBA Rules and Regulations and other applicable laws, rules, regulations, guidelines, and operating procedures. (xi) The payment of each Note for a SBA 7(a) Loan has been guaranteed by the SBA in the amount of the SBA Guaranteed Portion applicable to the SBA 7(a) Loan evidenced by such Note. The SBA 7 (a) Loans have been documented, closed, disbursed, serviced and administered in such a manner that the SBA would be obligated to fully honor the applicable SBA Guaranty and pay the Guaranteed Percentage of such Loans under such SBA Guaranty and there exists no basis nor is there alleged to be any basis known to Seller or Medallion for the SBA to terminate or refuse to fully honor any SBA Guaranty. (xii) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, foreign entity qualification or disclosure laws applicable to the Seller with respect to each Loan have been complied with. (xiii) The proceeds of each Loan have been fully disbursed and there is no obligation or requirement for future advances thereunder by Seller or the Holder of the Loan, and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. (xiv) The Notes and the other Loan Documents have not been assigned or pledged, or, if previously assigned or pledged, have been released from any such pledge and reassigned to Seller. (xv) Except as disclosed to Buyer and accepted by Buyer in writing, there is no default, breach, violation or event of acceleration existing under the Note or the related Loan Documents and to the best of Seller’s and Medallion’s Knowledge, no event which, with the passage of time or the giving of notice, or both, would constitute a default, breach, violation or event of acceleration; and Seller has not waived any default, breach, violation or event of acceleration. (xvi) The Loan was originated or acquired by Seller and the monthly payments on each Note are due and payable on the day of the month specified in the File. (xvii) Neither the Seller nor Medallion has Knowledge of any circumstance or condition with respect to any Loan, the Collateral or use thereof, the Obligor, the Obligor’s credit standing or the documentation in the related File that can reasonably be expected to cause the Loan to become delinquent, or adversely affect the value or marketability of the Loan. (xviii) With respect to each Loan, each scheduled monthly payment by Obligor results in a principal reduction of the indebtedness evidenced by the Note and payment in full of the interest accrued in accordance with the term of the Note, and the Note provides that the payment may be adjusted from time to time to amortize the remaining principal balance in equal monthly payments over the remaining term of the Note. (xix) There is no pending or, to Seller’s and Medallion’s Knowledge, threatened litigation with respect to any Loan which would adversely affect the rights of the Buyer to enforce such Loan or otherwise obtain the benefits contemplated with respect to each Loan purchased.

The Loans and Notes. With respect to each Loan and the corresponding Note, except as set forth in §3(q) of the Disclosure Schedule: (i) Section 1.2 of the Disclosure Schedule contains a list of the Loans, by Obligor, SBA Guaranteed Portion, Non-guaranteed Portion, loan loss reserves and outstanding principal balance as of the date hereof and indicates whether and to what extent any payment (or part thereof) on any Loan is more than 30 days past due or whether any Loan is otherwise in default. (ii) (A) Each Note, the other Loan Documents and the Servicing Fees are not subject to any right of rescission, set-off, abatement, diminution, or counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, abatement, diminution, or reasonable counterclaim or defense has been asserted with respect thereto, and (B) neither the operation of the terms of the Note and the other Loan Documents, nor the exercise of any right thereunder, will render them unenforceable, in whole or in part. (iii) No Note is subject to any participation, subordination or intercreditor agreement other than the interests of SBA and the Holders. (A) Each Loan has an outstanding principal amount as at July 29February 16, 2005 equal to the amount set forth in §1.2 of the Disclosure Schedule, and no Loan has been prepaid fully or partially; (B) all payments required to be made for such Loan under the terms of the Note have been made; and (C) Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the Obligor, for the payment of any amount required by the Loan. (v) All interest, fees and all other charges payable with respect to such Note conform with all applicable laws, rules, regulations and ordinances; and to the best of Seller’s and Medallion’s Knowledge, there are no delinquent taxes, ground rents, water charges, sewer rents, assessments or other outstanding charges affecting the related Mortgaged Property. (vi) To the Knowledge of Seller and Medallion, no Obligor with respect to such Note or any other Loan Document has (A) filed, or consented by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (B) made an assignment for the benefit of its creditors, (C) consented to the appointment of a custodian, receiver, trustee, liquidator or other officer with similar power over itself or of any substantial part of its property, (D) been adjudicated insolvent, or (E) taken action for the purpose of authorizing any of the foregoing. (vii) Neither Seller nor any other Person acting for or on behalf of or at the instigation of Seller has (A) made any modification, agreement or waiver, or reached any understanding with the Obligor on any Note for any variation or modification of the interest rate, amortization schedule, principal amount thereof, or of any other term or condition of the Loan or any Loan Document with respect thereto, or (B) made any advance, extension or other accommodation to such Obligor for purposes of changing or beneficially affecting the delinquency status of such Note or which otherwise materially impairs or adversely affects such Note or any other Loan Document or could result in the SBA not being obligated to pay any part of the SBA Guaranteed Portion of such Note under the applicable SBA Guaranty. (viii) The SBA Guaranteed Portion of such Note to the extent set forth in §1.2 of the Disclosure Schedule has been sold by Seller in a Secondary Market Transaction pursuant to a Loan Assignment Agreement and the interest rate due to each Holder with respect to each such Note is fully set forth in such schedule and in such Loan Assignment Agreement. (ix) Each Loan evidenced by such Note has been made for business purposes and not for personal, family or household purposes, and, to the Knowledge of Seller and Medallion, has not been made (A) with respect to SBA 7(a) Loans, for purposes involving gambling or adult entertainment or any other purpose not permitted for a loan under the SBA’s 7(a) program, or (B) to an Obligor whose principal activity includes the distribution or underground storage of petroleum or other environmentally sensitive products. (x) The Loans have been documented, closed, disbursed, serviced and administered in compliance in all material respects with the SBA Rules and Regulations and other applicable laws, rules, regulations, guidelines, and operating procedures. (xi) The payment of each Note for a SBA 7(a) Loan has been guaranteed by the SBA in the amount of the SBA Guaranteed Portion applicable to the SBA 7(a) Loan evidenced by such Note. The SBA 7 (a) Loans have been documented, closed, disbursed, serviced and administered in such a manner that the SBA would be obligated to fully honor the applicable SBA Guaranty and pay the Guaranteed Percentage of such Loans under such SBA Guaranty and there exists no basis nor is there alleged to be any basis known to Seller or Medallion for the SBA to terminate or refuse to fully honor any SBA Guaranty. (xii) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, foreign entity qualification or disclosure laws applicable to the Seller with respect to each Loan have been complied with. (xiii) The proceeds of each Loan have been fully disbursed and there is no obligation or requirement for future advances thereunder by Seller or the Holder of the Loan, and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. (xiv) The Notes and the other Loan Documents have not been assigned or pledged, or, if previously assigned or pledged, have been released from any such pledge and reassigned to Seller. (xv) Except as disclosed to Buyer and accepted by Buyer in writing, there is no default, breach, violation or event of acceleration existing under the Note or the related Loan Documents and to the best of Seller’s and Medallion’s Knowledge, no event which, with the passage of time or the giving of notice, or both, would constitute a default, breach, violation or event of acceleration; and Seller has not waived any default, breach, violation or event of acceleration. (xvi) The Loan was originated or acquired by Seller and the monthly payments on each Note are due and payable on the day of the month specified in the File. (xvii) Neither the Seller nor Medallion has Knowledge of any circumstance or condition with respect to any Loan, the Collateral or use thereof, the Obligor, the Obligor’s credit standing or the documentation in the related File that can reasonably be expected to cause the Loan to become delinquent, or adversely affect the value or marketability of the Loan. (xviii) With respect to each Loan, each scheduled monthly payment by Obligor results in a principal reduction of the indebtedness evidenced by the Note and payment in full of the interest accrued in accordance with the term of the Note, and the Note provides that the payment may be adjusted from time to time to amortize the remaining principal balance in equal monthly payments over the remaining term of the Note. (xix) There is no pending or, to Seller’s and Medallion’s Knowledge, threatened litigation with respect to any Loan which would adversely affect the rights of the Buyer to enforce such Loan or otherwise obtain the benefits contemplated with respect to each Loan purchased.