SBA Form 1506_Servicing Agent Agreement - Attachment 3.pdf

SBA Form 1506 (11-22) Page 1 of 7

Servicing Agent Agreement OMB Approval No: 3245-0193 Expiration Date: 11/30/2025

Instructions:

The Servicing Agent Agreement (“Agreement”) is executed by the borrower (and Operating Company, if applicable), certified development company and the central servicing agent (CSA) in order to comply with Small Business Administration (SBA) regulations at 13 CFR 120.954(a). This information is collected by SBA and is primarily used to certify the use of loan proceeds, appoint a servicing agent, and acknowledge the imposition of various fees. This agreement is available to the public in electronic form on SBA’s website at http://www.sba.gov/aboutsba/sbaprograms/elending.

Completed Agreement must be submitted to the CSA at address below.

Check if Debt Refinancing Loan With Expansion Check if Debt Refinancing Loan Without Expansion

SBA Office Name SBA Loan Number

SBA Loan Name

Borrower Name(s)

Borrower Mailing Address

Operating Company Name (if different from Borrower)

Operating Company Mailing Address

DBA of Borrower or Operating Company (if applicable)

Certified Development Company (CDC) CDC No.

Statement Name (Name to appear on CSA reports to CDC)

Central Servicing Agent (“CSA”) Mailing Address Guidehouse LLP c/o Computershare Trust Company, N.A.

Corporate Trust Services-SBA 504 Program Team 9062 Old Annapolis Road Columbia, MD 21045-1951

This Agreement is based on the following facts:

1. The CDC is providing financial assistance to the Borrower evidenced by Borrower’s Note and secured by collateral.

2. The CDC has issued a Debenture to fund the financial assistance.

3. SBA has guaranteed the Debenture.

4. The CDC has assigned the collateral, Note and other loan documents to SBA.

http://www.sba.gov/aboutsba/sbaprograms/elending

SBA Form 1506 (11-22) Page 2 of 7

5. The Debenture has been pooled with other Debentures, and Certificates have been issued representing ownership of all or part of this pool to investors who have purchased an interest in the pool.

6. SBA has appointed a Trustee to issue Certificates, receive funds from the CSA and distribute funds to the investors.

7. SBA requires the CDC to appoint a CSA to receive and distribute the Debenture funds and perform other services described in this Agreement and in the current Master Servicing Agent Agreement (“MSAA”).

8. SBA has appointed Guidehouse LLP (Guidehouse) as the CSA under the MSAA. Guidehouse has subcontracted with Computershare Trust Company, N.A. to perform, on Guidehouse’s behalf, the functions required by this Agreement.

AGREEMENTS

1. APPOINTMENT OF SERVICING AGENT

a. The CDC appoints Guidehouse as its agent to:

(1) Receive the proceeds from the sale of the Debenture, net of selling expenses, and, after distributing the proceeds as described in this Agreement, disburse the remaining funds to the Borrower.

(2) Receive monthly payments from the Borrower, credit the payments within one business day of receipt, and retain the payments in a Master Reserve Account (“MRA”) until a semi-annual Debenture payment is due.

(3) Make semi-annual Debenture payments to the Trustee.

b. The Borrower consents to the appointment of Guidehouse as CSA.

c. If SBA names a successor CSA under a new MSAA, the successor will have the duties and rights of Guidehouse under this Agreement. The Borrower and the CDC agree to accept the successor CSA.

2. THE PROJECT

a. Use of Project Proceeds Dollar Amount

(1) Purchase Land $

(2) Purchase Land and Building $

(3) Construction/Remodeling (new building L/H imp., etc.) $

(4) Purchase/Install Equipment (includes furniture, if any) $

(5) Purchase/Install Fixtures $

(6) Debt Refinancing $

(7) Professional Fees (appraiser, architect, legal, etc.) $

(8) Other Expenses (eligible business expenses related to debt refinancing without expansion, construction contingencies, interim interest)

(9) Total Project Costs (Not including 504-related fees) $

b. Sources of Funds Dollar Amount

% Project Cost

Maturity Interest Rate

Lien Position

(1) Net Debenture %

(2) Third Party

Lender*

(3) Other Financing % % (Specify):

SBA Form 1506 (11-22)

(4) Borrower Contribution

(5) Total Project Financing

100.00%

*Third Party Lender fee is N/A, attached, to be withheld, or submitted under separate cover.

c. Use of Proceeds Certification. The Borrower and CDC certify that the Use of Project Proceeds and Sources of Funds for the project described above are accurate.

3. DEBENTURE & NOTE TERMS

Date of SBA approval:

A. Debenture B. Note (or Lease)

a. Principal Amount* $ $

b. Date

c. Interest Rate ** % %**

d. Maturity Date*

e. Payment Amount $ (Semi-annual) $ (Monthly)***

f. Payment Dates Semi-Annual The first of each month beginning

*Item in Column A must be identical to item in Column B **The Note Rate is the interest rate charged on the Debenture, adjusted to reflect monthly amortization.

***Servicing fees are added to monthly principal and interest payments to arrive at Borrower’s total monthly payment.

4. PAYMENT

a. Borrower agrees to:

(1) Authorize CSA to debit Borrower’s monthly payment from Borrower’s account on the first business day of each month by Automatic Clearing House (ACH) or Federal Fund wire transfer if ACH is not available, or as approved by CSA in writing.

(2) Pay all fees and closing costs owned by Borrower as described in this Agreement.

b. If timely payment is not received, the CDC agrees to collect and send the delinquent payments it collects from the Borrower to the CSA.

5. UNDERWRITERS’ FEE

The offering of the Certificates to Investors through one or more Underwriter has been arranged.

The Underwriters’ fee for this service is ( %) percentage of the total Debenture proceeds stated in Section 6.

(For calculation of Underwriters’ fee, see Section B.1 of the 504 Authorization.)

SBA Form 1506 (11-22) Page 4 of 7

6. DISBURSEMENT AUTHORIZATION

(Complete all information: enter ‘N/A’ if not applicable.) Dollar Amount Please round to the nearest dollar Total Debenture Amount $

a. The Underwriters’ fee withheld prior to CSA receipt of funds $

b. Amount received by CSA $

c. The CSA will disburse the following:

(1) Net Debenture Proceeds (by wire transfer) $

(2) Fees and Closing Costs (sum of (a) through (d) below) $

(a) SBA Guaranty Fee ( times Net Debenture Proceeds) $

(b) Funding Fee (0.0025 times Net Debenture Proceeds) $

(c) CDC Processing Fee ( times Net Debenture Proceeds) $

(d) CDC Closing Costs and Fees $

(3) Balance, if any, to the Borrower $

(4) Total CSA Disbursement (Sum of (1), (2) and (3)) $

7. WIRE TRANSFER INSTRUCTIONS

a. Recipient Bank for Wire of Net Debenture Proceeds

Name of Recipient Bank City and State

Account Name Account Number

Routing Symbol & Transaction Code (must be 9 digits)

Attention of:

b. Correspondent Bank (Complete the following only if recipient bank is not a FED wire member)

Correspondent Bank Name City and State

Account Name Account Number

Routing Symbol & Transaction Code (must be 9 digits)

Attention of:

c. Recipient Bank for Wired Funds for Business Expenses in the Amount of

Name of Recipient Bank City and State

Account Name Account Number

Routing Symbol & Transaction Code (must be 9 digits)

Attention of:

SBA Form 1506 (11-22) Page 5 of 7

8. SERVICING FEES

In addition to principal and interest, the Borrower’s total monthly payment including the following servicing fees:

a. CSA Fee: CSA receives one-tenth of one percent (1/10 of 1%) per year on the outstanding balance of the Note as determined at five (5) year intervals at the beginning of each interval.

b. CDC Servicing Fee: CDC receives of percent ( of

%) per year on the outstanding balance of the Note as determined at five (5) year intervals at the beginning of each interval.

c. Ongoing SBA Guarantee Fee: SBA receives of percent ( of

%) per year on the outstanding balance of the Note as determined at five (5) year intervals at the beginning of each interval.

9. LATE PAYMENT FEE

Under the Note, if a payment is accepted after the fifteenth of the month, the Borrower must pay a late payment fee. Borrower pays any late payment fee to the CSA. CSA will remit the fee to either the CDC or SBA at the direction of SBA as compensation for additional collection efforts.

10. PREPAYMENT

The Borrower may prepay the Note in full. Partial prepayment is not allowed. Borrower must pay the sum of:

a. All principal and interest payments, servicing-agent fees, and SBA guarantee fees up to and including the date of the next semi-annual debenture payment date;

b. All CDC servicing fees that accrue before Borrower prepays;

c. All late fees incurred before Borrower prepays;

d. All expenses incurred by CDC for which Borrower is responsible;

e. The balance owing on the Note as of the next semi-annual debenture payment date; and

f. Any prepayment premium required under the Note and Debenture

To prepay, Borrower must give the CDC at least 45 days prior written notice. The prepayment must take place on the third Thursday of the month. If the third Thursday of the month is not a business day, the payment must be made on the next business day.

11. COMPLETION OF DOCUMENTS

The Borrower and CDC authorize SBA or its designee, and the CSA, to complete any terms of the Note, Debenture, Servicing Agent Agreement, and any other loan documents which are unknown at the time of execution as soon as such terms become known.

12. ACCEPTANCE OF MSAA

By executing this Agreement, CDC and Borrower each agree to accept the terms of the MSAA.

13. WITHHOLDING OR TRANSFER OF CDC FEES

CDC acknowledges and agrees that in the event of an SBA enforcement action against CDC pursuant to 13 CFR § 120.1500 or if SBA elects to take over servicing of this loan this loan pursuant to 13 CFR § 120.535(d), CSA will follow SBA’s instructions regarding the withholding and/or transfer of CDC fees under this Agreement or otherwise. CDC also acknowledges and agrees that if this loan is transferred pursuant to 13 CFR § 120.1500(e)(1) or 13 CFR § 120.535(d), CDC shall have no further rights to any fees under this Agreement or otherwise.

14. INDEMNIFICATION

The CSA and CDC will indemnify each other and hold each other harmless from any and all suits, liabilities, damages, claims, losses, costs and expenses (including attorneys’ fees) incurred in connection with this Agreement.

SIGNATURES

Signed this day of , .

(Certified Development Company Name) (Borrower Names(s))

By:

Attest:

(Operating Company – if not the Borrower)

ACCEPTANCE BY CSA

Guidehouse accepts appointment as the CSA on this day of , .

Guidehouse, LLP

By:

PLEASE NOTE: The estimated burden for completing this form, including gathering and compiling information, is 1 hour. You are not required to respond to any collection of information unless it displays a currently valid OMB approval number. Comments on the estimated burden should be sent to the U.S. Small Business Administration, Director, RMD, 409 3rd Street, S.W., Washington D.C. 20416, and Desk Officer for the Small Business Administration, Office of Management and Budget, New Executive Office Building, Room 10202, Washington, D.C. 20503. OMB Approval (3245-0193).