Form SBA Form 1506 SBA Form 1506 Servicing Agent Agreement

Servicing Agent Agreement

OMB Approval No: 3245-0193
Expiration Date: XX/XX/20XX

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
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
SBA Office Name

Check if Debt Refinancing Loan Without Expansion
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 Wells Fargo Bank, 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. The Small Business Administration (“SBA”) has guaranteed the Debenture.
4. The CDC has assigned the Note, collateral and other loan documents.

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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 Wells Fargo, 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, N.A. 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 semiannual 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
(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 with/without expansion, construction
contingencies, interim interest)
(9)
Total Project Costs (Not including 504-related fees)
b. Sources of Funds

Dollar
Amount

(1) Net Debenture
(2)
Third Party
Lender*
(3) Other Financing
(Specify):
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% Project
Cost
%
%
%

Dollar Amount
$
$
$
$
$
$
$
$

$

Maturity

Interest
Rate

Lien
Position

%
%
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(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
a.
b.
c.
d.
e.
f.

Principal Amount*
Date
Interest Rate **
Maturity Date*
Payment Amount
Payment Dates

B. Note (or Lease)

$

$
%

$

(Semi-annual)
Semi-Annual

%**
$
(Monthly)***
The first of each month
beginning ________________

*Item in Column A must be identifical 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.)

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6. DISBURSEMENT AUTHORIZATION
(Complete all information: enter ‘N/A’ if not applicable.)

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.

Dollar Amount
Please round to the
nearest dollar
$
$
$
$
$
$
$
$
$
$
$

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:

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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 received __________ 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
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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)

_______________________________________
_______________________________________
_______________________________________

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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).

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