CHANGES IN LOAN ASSETS. PURCHASER ACKNOWLEDGES THAT
AFTER THE DATE HEREOF, AND PRIOR TO THE CLOSING DATE, THE AGGREGATE VALUE OF THE
LOAN ASSETS MAY CHANGE AS A RESULT OF, AMONG OTHER THINGS, PAYMENTS RECEIVED ON
THE LOAN ASSETS AND THAT, SUBJECT TO SBA
ASSET PURCHASE AGREEMENT - PAGE 2
APPROVAL, SELLER MAY SELL OR MAKE OTHER DISPOSITIONS OF SOME OR ALL OF THE LOAN
ASSETS IDENTIFIED THEREIN, TO ONE OR MORE PERSONS OTHER THAN PURCHASER.
PURCHASER ACKNOWLEDGES THAT AFTER THE EFFECTIVE DATE AND AFTER THE CLOSING DATE,
BLX SHALL CONTINUE TO SERVICE THE TRANSFERRED LOANS AND INITIALLY COLLECT
CERTAIN FEES PURSUANT TO THE SUBSERVICER AGREEMENT AND SHALL CONTINUE TO
RECEIVE, ACCEPT AND PROCESS PAYMENTS ON THE LOAN ASSETS IN ACCORDANCE WITH THE
SUBSERVICING AGREEMENT. AT ANY TIME AFTER THE CLOSING DATE, THE PURCHASER SHALL,
AT SELLER'S REQUEST AND SUBJECT TO SBA APPROVAL, SELL ANY LOAN ASSET SPECIFIED
BY SELLER ON SUCH TERMS AND CONDITIONS AND TO SUCH PERSONS AS SELLER MAY SPECIFY
FROM TIME TO TIME AND AT ANY TIME; PROVIDED THAT PURCHASER IS INDEMNIFIED BY
SELLER PURSUANT TO AN INDEMNITY SUBSTANTIALLY IDENTICAL THE INDEMNITY SET FORTH
IN SECTION 6.2.
SECTION 1.6
NO ASSUMPTION OF LIABILITIES. PURCHASER IS PURCHASING
ONLY THE TRANSFERRED ASSETS FROM SELLERS AND THE TRANSFERRED ASSETS ARE TO BE
CONVEYED TO PURCHASER FREE AND CLEAR OF ALL LIENS. PURCHASER ASSUMES (I) THE
OBLIGATION TO SERVICE THE SERVICED ASSETS AFTER THE CLOSING DATE SUBJECT TO AND
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SUBSERVICER AGREEMENT AND SBA
RULES AND REGULATIONS, AS APPLICABLE AND (II) ANY OTHER OBLIGATION EXPRESSLY
ASSUMED BY PURCHASER IN ANY CLOSING AGREEMENT TO WHICH IT IS A PARTY.
SECTION 1.7
SECURITY AGREEMENT. TO SECURE THE OBLIGATIONS OF
PURCHASER TO ASBA UNDER THE SECURED NOTE, ON THE CLOSING DATE, PURCHASER SHALL
EXECUTE AND DELIVER TO ASBA A SECURITY AGREEMENT IN THE FORM ATTACHED HERETO AS
EXHIBIT 1.7(A) (THE "SECURITY AGREEMENT") AND EXECUTE AND DELIVER AND OTHERWISE
PERFORM ALL OTHER ACTIONS REQUIRED TO BE DONE ON THE CLOSING DATE PURSUANT TO
THE SECURITY AGREEMENT.
SECTION 1.8
CLOSING. THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT (THE "CLOSING") SHALL TAKE PLACE AT THE OFFICES OF FULBRIGHT &
JAWORSKI L.L.P., 2200 ROSS AVENUE, SUITE 2800, DALLAS, TEXAS
75201, OR SUCH
OTHER PLACE AS SELLERS AND PURCHASER MAY MUTUALLY AGREE, AT 9:00 AM, DALLAS,
TEXAS TIME, ON OR BEFORE SEPTEMBER 30, 2006, OR ON AN EARLIER DATE BY MUTUAL
AGREEMENT OF PURCHASER AND SELLERS, BUT, IN ANY EVENT, NOT LATER THAN TEN
BUSINESS DAYS AFTER THE SATISFACTION OF EACH OF THE CONDITIONS SET FORTH IN
ARTICLE 5 (THE "CLOSING DATE").
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SELLERS
To induce Purchaser to enter into and perform this Agreement, Sellers jointly
and severally represent and warrant to Purchaser as follows on the date hereof
and on the Closing Date.
SECTION 2.1
ORGANIZATION AND QUALIFICATION OF SELLERS. EACH SELLER
IS A CORPORATION (OR LIMITED LIABILITY COMPANY, AS APPLICABLE) DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF