IN THE FORM CURRENTLY USED BY BLX FOR SUCH REPORTS.
(E)
IN ACCORDANCE WITH THE SBA RULES AND REGULATIONS, PURCHASER SHALL
MAINTAIN AT ALL TIMES A MINIMUM TANGIBLE NET WORTH OF AT LEAST $1,000,000.
SECTION 4.8
BANK ACCOUNTS. PRIOR TO THE CLOSING DATE, PURCHASER WILL
OPEN VARIOUS BANK ACCOUNTS TO FACILITATE ITS PERFORMANCE OF CERTAIN DUTIES AS
SERVICER FOR THE SERVICED ASSETS AND TO COMPLY WITH THE POOLING AND SERVICING
AGREEMENTS; PROVIDED THAT THE WITHDRAWAL OF FUNDS FROM SUCH ACCOUNTS SHALL BE
SUBJECT TO RESTRICTIONS AND CONDITIONS SATISFACTORY TO SELLERS. TO FACILITATE AN
ORDERLY TRANSFER OF SERVICING RESPONSIBILITIES, THE INITIAL SET OF BANK ACCOUNTS
SHALL REFLECT, AT A MINIMUM, ACCOUNTS SERVING THE PURPOSES OF THE ACCOUNTS
LISTED ON SCHEDULE 4.8. ON THE CLOSING DATE, FOR ALL BANK ACCOUNTS LISTED ON
SCHEDULE 4.8, SELLERS SHALL TRANSFER OR CAUSE TO BE TRANSFERRED ALL AVAILABLE
FUNDS FROM SUCH BANK ACCOUNTS TO THE CORRESPONDING ACCOUNT OF PURCHASER. IF ANY
OF SUCH FUNDS BELONG TO ANY SELLER IN ITS CAPACITY OTHER THAN AS SERVICER UNDER
THE POOLING AND SERVICING AGREEMENTS, THEN PURCHASER SHALL PROMPTLY REMIT SUCH
FUNDS TO SELLERS IN ACCORDANCE WITH THE REQUIREMENTS OF THE DOCUMENTS OR
AGREEMENTS UNDER WHICH SELLERS' RIGHTS TO SUCH FUNDS ARISES. NOTWITHSTANDING THE
ESTABLISHMENT OF SUCH ACCOUNTS BY PURCHASER AND THE TRANSFER OF AVAILABLE FUNDS
TO SUCH ACCOUNTS OF PURCHASER, ALL INTEREST ACCRUED ON ANY FUNDS DEPOSITED IN
SUCH ACCOUNTS OF PURCHASER SHALL BE FOR THE BENEFIT OF SELLER AND SHALL BE
PROMPTLY TRANSFERRED TO THE AGENT RESERVE ACCOUNT OR SUCH OTHER ACCOUNT AS
SELLER MAY FROM TIME TO TIME SPECIFY.
SECTION 4.9
SERVICER EXPENSES AND AGENT RESERVE ACCOUNT. SINCE
SELLERS WILL RETAIN AN UNLIMITED FINANCIAL INTEREST IN THE LOAN ASSETS AND AN
UNLIMITED FINANCIAL INTEREST IN THE SECURITIZED LOANS, THE PARTIES AGREE TO THE
FOLLOWING PROVISIONS, WHICH SHALL BE INDEPENDENT OF AND IN ADDITION TO THE
PROVISIONS OF ARTICLE 6.
(A)
SELLERS JOINTLY AND SEVERALLY AGREE TO PAY OR REIMBURSE PURCHASER,
TO THE EXTENT NOT OTHERWISE PAID BY BLX OR FROM THE PROCEEDS OF COLLATERAL, FOR
ALL SERVICER EXPENSES INCURRED IN CONNECTION WITH THE SERVICED ASSETS. AT OR
PRIOR TO THE CLOSING, SELLERS SHALL DEPOSIT INTO A SEPARATE DEPOSIT ACCOUNT HELD
IN THE NAME OF SELLERS (THE "AGENT RESERVE ACCOUNT"), A CASH AMOUNT TO BE USED
BY BLX FOR THE PURPOSES SET FORTH IN THIS SECTION 4.9. SELLERS JOINTLY AND
SEVERALLY AGREE TO MAKE ADDITIONAL DEPOSITS DURING THE PERIOD BEGINNING ON THE
CLOSING DATE AND CONTINUING WHILE ANY LOAN REMAINS OUTSTANDING AND AS REQUIRED
TO MAINTAIN A MINIMUM BALANCE AT ALL TIMES IN THE AGENT RESERVE ACCOUNT EQUAL TO
THE SUM OF (I) AND (II) BELOW:
(I)
A MINIMUM FLOOR OF $50,000; PLUS
(II)
THE FULL AMOUNT OF ANY PAYMENT DUE TO THE SBA WITHIN 30 DAYS
RELATING TO PURCHASER'S RECEIPT OF BINDING AND FINAL (AFTER APPEAL, IF
APPLICABLE) WRITTEN NOTICE FROM THE SBA OF A GUARANTEE DENIAL OR REPAIR WITH
RESPECT TO ANY LOAN THAT WAS NOT CAUSED BY ACTS TAKEN BY PURCHASER AFTER THE
CLOSING DATE.