SBA FORM 2402 For U.S. Small Business Administration Pool Certificate

OMB No. 3245-----

OMB EXP. DATE: -----

FORM OF DETACHED ASSIGNMENT

FOR U.S. SMALL BUSINESS ADMINISTRATION

POOL CERTIFICATE FOR THE FIRST LIEN POSITION 504 LOAN POOLS (FMLP)

(To Be Effective, This Assignment Must Be Delivered To The Central Servicing Agent With The Described Registered Certificate)

I am the owner, or the duly authorized representative of the owner, of the Certificate described below, and when I purchased such Certificate I was not the Borrower, Lender, an Associate of the Lender, or an Affiliate of the Lender or the small business borrower (as defined in Title 13. Code of Federal Regulations, Part 120).

FOR VALUE RECEIVED, the undersigned assigns and transfers to:

______________________________________________________________________________________

Type or print name, address (including zip code)

______________________________________________________________________________________

and taxpayer identifying number of assignee

the following described registered Certificate and all rights there under, effective as provided in First Lien Position 504 Loan Pool Guarantee Agreement, of which the undersigned is the Registered Holder or the duly authorized representative of the Registered Holder:

Certificate Number: _________________________________________________________________

Date:___________________ _________________________________________________________

Signature by or on behalf of Registered Holder

I CERTIFY that the above-named person(s) as described, whose identity (or the identity of each of whom) is well known or proved to me, personally appeared before me this __________day of ________________, 20 _____ at _______________________________________ and signed the above assignment.

City and State

If the signatory is signing on behalf of Registered Holder, I am satisfied that such signatory is properly acting in such capacity.

Signature Guaranteed By: ______________________________________________________

Signature and title of certifying officer

______________________________________________________

Name

(SEAL) ______________________________________________________

Address

Officers authorized to certify assignments include officers and employees of banks and trust companies incorporated in the United States, its territories or possessions, or the Commonwealth of Puerto Rico, and Federal Savings and Loan Associations, who have been authorized to (i) generally bind their respective institutions by their acts, (ii) unqualifiedly guarantee signatures to assignments of securities, or (iii) expressly certify assignments of securities.

REQUIRED DISCLOSURE INFORMATION MUST BE COMPLETED FOR TRANSFER.

TRANSFER INSTRUCTIONS

IT IS THE RESPONSIBILITY OF THE ASSIGNEE TO PRESENT THE CERTIFICATE FOR TRANSFER.

This certificate must be presented for transfer and registration into the Assignee's name at the office of the Central Servicing Agent, Colson Services Corporation, 2 Hanson Place, 7th Floor, Brooklyn, NY 11217, or may be mailed to Colson Services Corporation, P.O. Box 54, Church Street Station, New York, NY 10274. The newly issued Certificate is available at the offices of the CSA after two (2) business days, or may be mailed according to Assignee's instructions. Certificates will be registered exactly as Assignee's name appears hereon. The CSA may charge a transfer fee, at the time of presentation. Record date on the books of the CSA is the last business day of the month. CSA's sole responsibility is to pay the Registered Holder as of the Record Date. No claims for payments will be recognized other than the failure to pay Registered Holder. All other claims for payments, accrued interest, etc., must be presented to the Assignor.

SECONDARY MARKET MANDATORY DISCLOSURE INFORMATION

POOL CERTIFICATES

Price. (Net of transfer fee and accrued interest. Otherwise include all money and any items of value exchanged) $_________________ As a percentage of par _____________%

Investment Characteristics. The seller must provide the following additional information to the buyer prior to the sale:

(a) SBA guarantees timely payment of principal and interest on pool certificates.

(b) SBA does not guarantee premiums.

(c) The pool or parts thereof may be prepaid prior to scheduled maturity.

This form is required to obtain a benefit.

PLEASE NOTE: The estimated burden for completing this form is 1 ½ hours per response. You are not required to respond to any collection of information unless it displays a currently valid OMB approval number. Comments on the burden should be sent to U.S. Small Business Administration, Chief, AIB, 409 3rd St., 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 (3245-0212.

PLEASE DO NOT SEND COMPLETED FORMS OR OTHER REQUESTED INFORMATION TO THESE ADDRESSES.

SBA Form 2402

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