Lender Certification for Refinanced Loan

When the loan being refinanced is Same Institution Debt, the Third Part Lender (who, in this case, is also the Lender of the debt being refinanced) must execute SBA Form 2416.

INSTRUCTIONS: Fill in all blanks in the Certification. This Certification is to be completed by the Lender holding the debt to be refinanced (Lender). This form is to be completed contemporaneously with the funding of the Interim Loan.

Interim Lender has agreed to make a loan (Interim Loan) to Borrower and Co-Borrower, if any (Borrower) for the purpose of refinancing the debt owed to Lender. CDC has agreed to make a loan (the 504 Loan) to Borrower for purposes of repaying the Interim Loan as described in the “Authorization for Debenture Guarantee (SBA 504 Loan),” as amended (the Authorization). The 504 Loan will be funded by a debenture issued by CDC and guaranteed by the U.S. Small Business Administration (SBA). One of the conditions for the 504 Loan is that Lender executes this Lender Certification with regard to the loan to be refinanced (Refinanced Loan). Lender acknowledges that the Interim Lender will rely upon this loan in making the Interim Loan, that CDC will rely upon this Lender Certification in making the 504 Loan and that SBA will rely upon this Lender Certification in guaranteeing the debenture.

Lender certifies, to the best of its knowledge, information and belief, that:

1. The current principal balance of the Refinanced Loan is $

2. Lender has no knowledge of any unremedied substantial adverse change in the condition of Borrower and Operating Company (if any) since the date of loan application to Interim Lender. Borrower is current on its payments to Lender and not otherwise in default on the Interim Loan. Lender also has no knowledge of a default by the Borrower and has no knowledge or information that indicates a default by the Borrower is likely.

3. Upon receipt, Lender will apply the proceeds of the Interim Loan to its debt and will record or cause to be recorded releases of any recorded lien instruments (including without limitation mortgages, deeds of trust, deeds to secure debt, trust indentures, UCC financing statements) in favor of Lender and securing the Refinanced Loan; will provide CDC and the Interim Lender with recorded copies of these releases; and will cancel, mark as paid, or release the note evidencing the Refinanced Loan, any guarantees, and all other documents securing the Interim Loan.

4. Lender has disclosed to Interim Lender and CDC all material information known to Lender and necessary to ensure that this Lender Certification for Refinanced Loan is not misleading.

5. The person signing below is authorized to sign this Certification on behalf of Lender. [CDC may add additional certifications/agreements here.]

LENDER

By:

Title: