TO BE
DONE, ALL THINGS NECESSARY, PROPER OR ADVISABLE UNDER APPLICABLE LAWS TO
CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING,
USING ITS REASONABLE BEST EFFORTS TO OBTAIN ALL PERMITS, CONSENTS, APPROVALS,
AUTHORIZATIONS, QUALIFICATIONS AND ORDERS OF GOVERNMENTAL AUTHORITIES AND OTHER
PERSONS AS ARE NECESSARY OR DESIRABLE FOR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND TO FULFILL THE CONDITIONS TO THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 4.7
SERVICING OF LOANS; MAINTENANCE OF MINIMUM NET WORTH.
(A)
PURCHASER ACKNOWLEDGES THE FINANCIAL INTEREST SELLERS WILL RETAIN
IN THE SERVICED ASSETS AND THE LOAN CERTIFICATES AFTER THE CLOSING.
NOTWITHSTANDING THE ASSIGNMENT BY SELLERS OF THE LOAN SERVICING RIGHTS TO
PURCHASER, BLX (OR ANOTHER LOAN SERVICER APPROVED BY THE SBA AND SELLERS) SHALL
SERVICE THE SERVICED ASSETS AFTER THE CLOSING DATE TO PRESERVE THE ECONOMIC
VALUE OF THE SERVICED ASSETS AFTER THE CLOSING DATE AND SELLERS SHALL RETAIN ALL
RIGHTS AND INTERESTS OF "LENDER" UNDER AND AS DEFINED IN THE SUBSERVICER
AGREEMENT WITH RESPECT TO SECTION 2.02(O) OF THE SUBSERVICER AGREEMENT.
PURCHASER AND SELLERS EACH ACKNOWLEDGE THAT BLX, AS SUBSERVICER, MAY EXERCISE
ALL UNILATERAL SERVICING ACTIONS PERMITTED UNDER THE SUBSERVICER AGREEMENT IN
ACCORDANCE WITH SBA RULES AND REGULATIONS.
(B)
PURCHASER SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE
BLX TO PREPARE AND TRANSMIT TO SELLERS A MONTHLY STATEMENT OF THE COLLECTION
ACCOUNT, WHICH STATEMENT SHALL BE FORWARDED TO SELLERS NO LATER THAN THE FIFTH
BUSINESS DAY AFTER THE BEGINNING OF EACH MONTH.
(C)
PURCHASER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE BLX
TO PROVIDE TO SELLERS SUCH INFORMATION, AND TO PERFORM SUCH CALCULATIONS, AS
SELLERS MAY REASONABLY REQUEST IN CONNECTION WITH SELLERS' PREPARATION, FILING
AND DELIVERY OF ANY DOCUMENTS, REPORTS, FILINGS, INSTRUMENTS, CERTIFICATES AND
OPINIONS PURSUANT TO STATE AND FEDERAL TAX LAWS IN CONNECTION WITH THE SERVICED
ASSETS; PROVIDED, HOWEVER, THAT SELLERS SHALL REMAIN OBLIGATED WITH RESPECT TO
ALL TAXES RELATING TO THE LOANS FOR WHICH IT IS LIABLE UNDER APPLICABLE LAW.
(D)
PURCHASER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE BLX
TO PREPARE AND FILE, AT SELLER'S EXPENSE, ALL REPORTS RELATING TO THE LOANS THAT
ARE REQUIRED TO BE FILED UNDER THE SUBSERVICER AGREEMENT OR APPLICABLE LAW
(INCLUDING THE USAP REPORT REQUIRED FROM THE AUDITORS OF BLX), EXCEPT WITH
RESPECT TO TAX MATTERS, WHICH ARE GOVERNED BY SECTION 4.7(C), AND PURCHASER
SHALL PROVIDE A COPY OF ALL SUCH REPORTS TO SELLERS PROMPTLY AFTER RECEIPT OF
SUCH REPORTS FROM BLX. SELLERS SHALL PROMPTLY FORWARD TO PURCHASER ANY NOTICES
THEY MAY RECEIVE FROM ANY GOVERNMENTAL AUTHORITY WITH RESPECT TO THE SERVICED
ASSETS OR SUCH REPORTING OBLIGATIONS. PURCHASER SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO CAUSE BLX TO PREPARE AND DELIVER TO THE SELLERS AND ALL
OTHER PERSONS ENTITLED TO RECEIVE SUCH REPORTS UNDER THE SBA RULES AND
REGULATION, ANY EXISTING MULTI-PARTY AGREEMENT OR ANY POOLING AND SERVICING
AGREEMENT,
ASSET PURCHASE AGREEMENT - PAGE 9
INCLUDING, ON A MONTHLY BASIS ALL REPORTS VIA ELECTRONIC FILE CURRENTLY PROVIDED
TO SELLERS BY BLX, EACH IN ACCORDANCE WITH SCHEDULE 4.7(D) ATTACHED HERETO AND
OTHERWISE SUBSTANTIALLY