Common use of Purchase and Substitution of Defective SBA Loans Clause in Contracts

Purchase and Substitution of Defective SBA Loans. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive delivery of the Certificates to the Certificateholders. Upon discovery by the Servicer, any Subservicer or the Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of the SBA Loans or the interest of the Certificateholders or the SBA therein or which materially and adversely affects the interests of the Certificateholders and the SBA in the related SBA Loan in the case of a representation and warranty relating to a particular SBA Loan (notwithstanding that such representation and warranty was made to the Sellers' best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the appropriate Seller shall (a) promptly cure such breach in all material respects, (b) purchase the Unguaranteed Interest of such SBA Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, an amount and in the manner specified in Section 2.05(b), or (c) if within two years of the Closing Date, remove such SBA Loan from the Trust Fund (in which case it shall become a Deleted SBA Loan) and substitute one or more Qualified Substitute SBA Loans. Any such substitution shall be accompanied by payment by the appropriate Seller of the Substitution Adjustment, if any. As to any Deleted SBA Loan for which the appropriate Seller substitutes a Qualified Substitute SBA Loan or Loans, the Servicer shall effect such substitution by delivering to the Trustee and the FTA a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and shall also deliver to the Trustee and the FTA, as applicable, the documents constituting the Trustee's Document File for such Qualified Substitute SBA Loan or Loans.

Purchase and Substitution of Defective SBA Loans. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive delivery of the Certificates to the Certificateholders. Upon discovery by the Servicer, any Subservicer or the Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of the SBA Loans or the interest of the Certificateholders or the SBA therein or which materially and adversely affects the interests of the Certificateholders and the SBA in the related SBA Loan in the case of a representation and warranty relating to a particular SBA Loan (notwithstanding that such representation and warranty was made to the Sellers' Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the appropriate Seller shall (a) promptly cure such breach in all material respects, (b) purchase the Unguaranteed Interest of such SBA Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, an amount and in the manner specified in Section 2.05(b), or (c) if within two years of the Closing Date, remove such SBA Loan from the Trust Fund (in which case it shall become a Deleted SBA Loan) and substitute one or more Qualified Substitute SBA Loans. Any such substitution shall be accompanied by payment by the appropriate Seller of the Substitution Adjustment, if any. As to any Deleted SBA Loan for which the appropriate Seller substitutes a Qualified Substitute SBA Loan or Loans, the Servicer shall effect such substitution by delivering to the Trustee and the FTA a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and shall also deliver to the Trustee and the FTA, as applicable, the documents constituting the Trustee's Document File for such Qualified Substitute SBA Loan or Loans.

Purchase and Substitution of Defective SBA Loans. It is understood and agreed that the representations and warranties set forth in Sections 3.01 3.01, 3.02 and 3.02 3.04 shall survive delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. Upon discovery by the Servicer, any Subservicer Subservicer, a Responsible Officer of the Owner Trustee or the Indenture Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of the SBA Loans or the interest of the Noteholders, the Certificateholders or the SBA therein or which materially and adversely affects the interests of the Noteholders, the Certificateholders and or the SBA in the related SBA Loan in the case of a representation and warranty relating to a particular SBA Loan (notwithstanding that such representation and warranty was made to the Sellers' Company's best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the appropriate Seller Company shall (a) promptly cure such breach in all material respects, (b) purchase the Unguaranteed Interest of in such SBA Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, an amount and in the manner specified in Section 2.05(b), or (c) if within two years of the Closing Date, remove such SBA Loan from the Trust Fund (in which case it shall become a Deleted SBA Loan) and substitute one or more Qualified Substitute SBA Loans. Any such substitution shall be accompanied by payment by the appropriate Seller Company of the Substitution Adjustment, if any. As to any Deleted SBA Loan for which the appropriate Seller Company substitutes a Qualified Substitute SBA Loan or Loans, the Servicer shall effect such substitution by delivering to the Indenture Trustee and the FTA a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, 20 27 and shall also deliver to the Trustee and the FTA, as applicableIndenture Trustee, the documents constituting the Indenture Trustee's Document File for such Qualified Substitute SBA Loan or Loans.

Purchase and Substitution of Defective SBA Loans. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive delivery of the Certificates to the Certificateholders. Upon discovery by the Servicer, any Subservicer or the Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of the SBA Loans or the interest of the Certificateholders or the SBA therein or which materially and adversely affects the interests of the Certificateholders and the SBA in the related SBA Loan in the case of a representation and warranty relating to a particular SBA Loan (notwithstanding that such representation and warranty was made to the Sellers' Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the appropriate Seller shall (a) promptly cure such breach in all material respects, (b) purchase the Unguaranteed Interest of such SBA Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, an amount and in the manner specified in Section 2.05(b), or (c) if within two years of the Closing Date, remove such SBA Loan from the Trust Fund (in which case it shall become a Deleted SBA Loan) and substitute one or more Qualified Substitute SBA Loans. Any such substitution shall be accompanied by payment by the appropriate Seller of the Substitution Adjustment, if any. As to any Deleted SBA Loan for which the appropriate Seller substitutes a Qualified Substitute SBA Loan or Loans, the Servicer shall effect such substitution by delivering to the Trustee and the FTA a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and shall also deliver to the Trustee and the FTA, as applicable, the documents constituting the Trustee's Document File for such Qualified Substitute SBA Loan or Loans.. The Servicer shall deposit in the Principal and Interest Account the Unguaranteed Percentage of all payments of principal received in connection with such Qualified Substitute SBA Loan or Loans after the date of such substitution together with all interest (net of the portion thereof required to be paid to the related Registered Holder, the FTA's Fee, the Premium Protection Fee and the Servicing Fee allocable to such Qualified Substitute SBA Loan or Loans and the Additional Fee with respect to each Additional Fee SBA Loan). Monthly Payments received with respect to Qualified Substitute SBA Loans on or before the date of substitution will be retained by the Seller. The Trust Fund will own all payments received with respect to the Unguaranteed Interest on the Deleted SBA Loan on or before the date of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted

Purchase and Substitution of Defective SBA Loans. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive delivery of the Certificates to the Certificateholders. Upon discovery by the Servicer, any Subservicer or the Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of the SBA Loans or the interest of the Certificateholders or the SBA therein or which materially and adversely affects the interests of the Certificateholders and the SBA in the related SBA Loan in the case of a representation and warranty relating to a particular SBA Loan (notwithstanding that such representation and warranty was made to the Sellers' Bank's best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the appropriate Bank, in its capacity as Seller shall (a) promptly cure such breach in all material respects, (b) purchase the Unguaranteed Interest of such SBA Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, an amount and in the manner specified in Section 2.05(b), or (c) if within two years of the Closing Date, remove such SBA Loan from the Trust Fund (in which case it shall become a Deleted SBA Loan) and substitute one or more Qualified Substitute SBA Loans. Any such substitution shall be accompanied by payment by the appropriate Seller of the Substitution Adjustment, if any. As to any Deleted SBA Loan for which the appropriate Seller substitutes a Qualified Substitute SBA Loan or Loans, the Servicer shall effect such substitution by delivering to the Trustee and the FTA a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and shall also deliver to the Trustee and the FTA, as applicable, the documents constituting the Trustee's Document File for such Qualified Substitute SBA Loan or Loans.

Purchase and Substitution of Defective SBA Loans. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive delivery of the Certificates to the Certificateholders. Upon discovery by the Servicer, any Subservicer or the Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of the SBA Loans or the interest of the Certificateholders or the SBA therein or which materially and adversely affects the interests of the Certificateholders and the SBA in the related SBA Loan in the case of a representation and warranty relating to a particular SBA Loan (notwithstanding that such representation and warranty was made to the Sellers' Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the appropriate Seller shall (a) promptly cure such breach in all material respects, (b) purchase the Unguaranteed Interest of such SBA Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, an amount and in the manner specified in Section 2.05(b), or (c) if within two years of the Closing Date, remove such SBA Loan from the Trust Fund (in which case it shall become a Deleted SBA Loan) and substitute one or more Qualified Substitute SBA Loans. Any such substitution shall be accompanied by payment by the appropriate Seller of the Substitution Adjustment, if any. As to any Deleted SBA Loan for which the appropriate Seller substitutes a Qualified Substitute SBA Loan or Loans, the Servicer shall effect such substitution by delivering to the Trustee and the FTA a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and shall also deliver to the Trustee and the FTA, as applicable, the documents constituting the Trustee's Document File for such Qualified Substitute SBA Loan or Loans.. The Servicer shall deposit in the Principal and Interest Account the Unguaranteed Percentage of all payments of principal received in connection with such Qualified Substitute SBA Loan or Loans after the date of such substitution together with all interest (net of the portion thereof required to be paid to the related Registered Holder, the FTA's Fee, the Premium Protection Fee and the Servicing Fee allocable to such Qualified Substitute SBA Loan or Loans and the Additional Fee with respect to each Additional Fee SBA Loan). Monthly Payments received with respect to Qualified Substitute SBA Loans on or before the date of substitution will be retained by the Seller. The Trust Fund will own all payments received with respect to the Unguaranteed Interest on the Deleted SBA Loan on or before the date of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such

Purchase and Substitution of Defective SBA Loans. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. Upon discovery by the Servicer, any Subservicer Subservicer, a Responsible Officer of the Owner Trustee or the Indenture Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of the SBA Loans or the interest of the Certificateholders or Noteholders, the Certificateholders, the SBA or any Hedge Counterparty therein or which materially and adversely affects the interests of the Certificateholders and Noteholders, the Certificateholders, the SBA or any Hedge Counterparty in the related SBA Loan in the case of a representation and warranty relating to a particular SBA Loan (notwithstanding that such representation and warranty was made to the Sellers' Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the appropriate Seller shall (a) promptly cure such breach in all material respects, (b) purchase the Unguaranteed Interest of in such SBA Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, an amount and in the manner specified in Section 2.05(b), or (c) if within two years of the Closing Date, remove such SBA Loan from the Trust Fund (in which case it shall become a Deleted SBA Loan) and substitute one or more Qualified Substitute SBA Loans. Any such substitution shall be accompanied by payment by the appropriate Seller of the Substitution Adjustment, if any. As to any Deleted SBA Loan for which the appropriate Seller substitutes a Qualified Substitute SBA Loan or Loans, the Servicer shall effect such substitution by delivering to the Indenture Trustee and the FTA a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and shall also deliver to the Trustee and the FTA, as applicableIndenture Trustee, the documents constituting the Indenture Trustee's Document File for such Qualified Substitute SBA Loan or Loans.. The Servicer shall deposit in the Principal and Interest Account the Unguaranteed Percentage of all payments of principal received in connection with such Qualified Substitute SBA Loan or Loans after the date of such substitution together with all interest (net of the portion thereof required to be paid to the related Registered Holder, the FTA's Fee, the Required

Purchase and Substitution of Defective SBA Loans. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. Upon discovery by the Servicer, any Subservicer Subservicer, a Responsible Officer of the Owner Trustee or the Indenture Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of the SBA Loans or the interest of the Certificateholders or Noteholders, the Certificateholders, the SBA or any Hedge Counterparty therein or which materially and adversely affects the interests of the Certificateholders and Noteholders, the Certificateholders, the SBA or any Hedge Counterparty in the related SBA Loan in the case of a representation and warranty relating to a particular SBA Loan (notwithstanding that such representation and warranty was made to the Sellers' Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the appropriate Seller shall (a) promptly cure such breach in all material respects, (b) purchase the Unguaranteed Interest of in such SBA Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, an amount and in the manner specified in Section 2.05(b), or (c) if within two years of the Closing Date, remove such SBA Loan from the Trust Fund (in which case it shall become a Deleted SBA Loan) and substitute one or more Qualified Substitute SBA Loans. Any such substitution shall be accompanied by payment by the appropriate Seller of the Substitution Adjustment, if any. As to any Deleted SBA Loan for which the appropriate Seller substitutes a Qualified Substitute SBA Loan or Loans, the Servicer shall effect such substitution by delivering to the Indenture Trustee and the FTA a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and shall also deliver to the Trustee and the FTA, as applicableIndenture Trustee, the documents constituting the Indenture Trustee's Document File for such Qualified Substitute SBA Loan or Loans.

Purchase and Substitution of Defective SBA Loans. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive delivery of the Certificates to the Certificateholders. Upon discovery by the Servicer, any Subservicer or the Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of the SBA Loans or the interest of the Certificateholders or the SBA therein or which materially and adversely affects the interests of the Certificateholders and the SBA in the related SBA Loan in the case of a representation and warranty relating to a particular SBA Loan (notwithstanding that such representation and warranty was made to the Sellers' Bank's best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the appropriate Bank, in its capacity as Seller shall (a) promptly cure such breach in all material respects, (b) purchase the Unguaranteed Interest of such SBA Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, an amount and in the manner specified in Section 2.05(b), or (c) if within two years of the Closing Date, remove such SBA Loan from the Trust Fund (in which case it shall become a Deleted SBA Loan) and substitute one or more Qualified Substitute SBA Loans. Any such substitution shall be accompanied by payment by the appropriate Seller of the Substitution Adjustment, if any. As to any Deleted SBA Loan for which the appropriate Seller substitutes a Qualified Substitute SBA Loan or Loans, the Servicer shall effect such substitution by delivering to the Trustee and the FTA a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and shall also deliver to the Trustee and the FTA, as applicable, the documents constituting the Trustee's Document File for such Qualified Substitute SBA Loan or Loans.the

Purchase and Substitution of Defective SBA Loans. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive delivery of the Notes to the Noteholders and the Certificates to the Certificateholders. Upon discovery by the Servicer, any Subservicer Subservicer, a Responsible Officer of the Owner Trustee or the Indenture Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of the SBA Loans or the interest of the Certificateholders or Noteholders, the Certificateholders, the SBA or any Hedge Counterparty therein or which materially and adversely affects the interests of the Certificateholders and Noteholders, the Certificateholders, the SBA or any Hedge Counterparty in the related SBA Loan in the case of a representation and warranty relating to a particular SBA Loan (notwithstanding that such representation and warranty was made to the Sellers' Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the appropriate Seller shall (a) promptly cure such breach in all material respects, (b) purchase the Unguaranteed Interest of in such SBA Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, an amount and in the manner specified in Section 2.05(b), or (c) if within two years of the Closing Date, remove such SBA Loan from the Trust Fund (in which case it shall become a Deleted SBA Loan) and substitute one or more Qualified Substitute SBA Loans. Any such substitution shall be accompanied by payment by the appropriate Seller of the Substitution Adjustment, if any. As to any Deleted SBA Loan for which the appropriate Seller substitutes a Qualified Substitute SBA Loan or Loans, the Servicer shall effect such substitution by delivering to the Indenture Trustee and the FTA a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and shall also deliver to the Trustee and the FTA, as applicableIndenture Trustee, the documents constituting the Indenture Trustee's Document File for such Qualified Substitute SBA Loan or Loans.. The Servicer shall deposit in the Principal and Interest Account the Unguaranteed Percentage of all payments of principal received in connection with such Qualified Substitute SBA Loan or Loans after the date of such substitution together with all interest (net of the portion thereof required to be paid to the related Registered Holder, the FTA's Fee, the Premium

Purchase and Substitution of Defective SBA Loans. It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive delivery of the Certificates to the Certificateholders. Upon discovery by the Servicer, any Subservicer or the Trustee of a breach of any of such representations and warranties which materially and adversely affects the value of the SBA Loans or the interest of the Certificateholders or the SBA therein or which materially and adversely affects the interests of the Certificateholders and the SBA in the related SBA Loan in the case of a representation and warranty relating to a particular SBA Loan (notwithstanding that such representation and warranty was made to the Sellers' best knowledge), the party discovering such breach shall give prompt written notice to the others. Within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the appropriate Seller shall (a) promptly cure such breach in all material respects, (b) purchase the Unguaranteed Interest of such SBA Loan by depositing in the Principal and Interest Account, on the next succeeding Determination Date, an amount and in the manner specified in Section 2.05(b), or (c) if within two years of the Closing Date, remove such SBA Loan from the Trust Fund (in which case it shall become a Deleted SBA Loan) and substitute one or more Qualified Substitute SBA Loans. Any such substitution shall be accompanied by payment by the appropriate Seller of the Substitution Adjustment, if any. As to any Deleted SBA Loan for which the appropriate Seller substitutes a Qualified Substitute SBA Loan or Loans, the Servicer shall effect such substitution by delivering to the Trustee and the FTA Agent of the SBA a certification in the form attached hereto as Exhibit I, executed by a Servicing Officer, and shall also deliver to the Trustee and the FTAAgent of the SBA, as applicable, the documents constituting the Trustee's Document File for such Qualified Substitute SBA Loan or Loans.