ON TERMS AND CONDITIONS SATISFACTORY TO SELLER.
NOTWITHSTANDING THE FOREGOING, (I) IN THE EVENT THAT PURCHASER RECEIVES WRITTEN
NOTICE FROM THE SBA OF THE REJECTION OF ITS APPLICATION FOR APPROVAL AS AN SBA
LENDER OR (II) PURCHASER'S APPLICATION TO BECOME AN SBA LENDER HAS NOT BEEN
APPROVED OR REJECTED BY SEPTEMBER 30, 2006, AND IN EACH CASE OF SUBCLAUSES
(I) AND (II) SUCH REJECTION OR FAILURE TO OBTAIN APPROVAL IS NOT DUE DIRECTLY OR
INDIRECTLY TO FIRSTCITY BLC'S OR ITS OFFICERS' FAILURE TO MEET THE CONDITIONS
SET FORTH IN THE CODE OF FEDERAL REGULATIONS, TITLE 13, SECTION 120-140 OR
FIRSTCITY BLC'S FAILURE TO COOPERATE WITH THE SBA OR DILIGENTLY PURSUE SBA
APPROVAL, SUBJECT TO SECTION 8.1 (TERMINATION OF AGREEMENT), SELLERS JOINTLY
COVENANT AND AGREE TO PAY TO FIRSTCITY BLC AN AMOUNT (THE "PRE-OPERATIONAL
PERIOD TERMINATION PAYMENT") EQUAL TO FIFTY PERCENT (50%) OF THE PURCHASER'S
ACTUAL OPERATING EXPENSES
THAT ARE INCURRED IN ACCORDANCE WITH THE PURCHASER
PRE-OPERATIONAL BUDGET ATTACHED HERETO AS EXHIBIT 4.1 DURING THE PERIOD FROM THE
EFFECTIVE DATE AND ENDING ON THE EARLIER OF THE DATE THAT PURCHASER RECEIVES
WRITTEN NOTICE FROM THE SBA OF THE REJECTION OF ITS APPLICATION AS AN SBA
LENDER, OR SEPTEMBER 30, 2006. ALL AMOUNTS OUTSTANDING UNDER THE WORKING CAPITAL
LOANS WILL BE REPAID ON THE CLOSING DATE FROM THE PROCEEDS OF THE EQUITY
CONTRIBUTIONS UNDER SECTION 4.14 OF THIS AGREEMENT.
SECTION 4.2
CONDUCT OF BUSINESS PENDING THE CLOSING. SELLERS
COVENANT AND AGREE THAT, FROM THE EFFECTIVE DATE THROUGH THE CLOSING DATE EACH
SELLER WILL (A) CONDUCT ITS BUSINESS IN THE ORDINARY COURSE AND CONSISTENT WITH
PAST PRACTICES, (B) SERVICE THE LOANS CONSISTENT WITH PAST PRACTICES AND
PROCEDURES AND (C) NOT ENGAGE IN ANY PRACTICE, TAKE ANY ACTION, FAIL TO TAKE ANY
ACTION OR ENTER INTO ANY CONTRACT OR TRANSACTION WHICH WOULD CAUSE ANY
REPRESENTATION OR WARRANTY
ASSET PURCHASE AGREEMENT - PAGE 7
OF SELLERS TO BE MATERIALLY UNTRUE OR RESULT IN A MATERIAL BREACH OF ANY
COVENANT MADE BY SELLER IN THIS AGREEMENT.
SECTION 4.3
ACCESS TO INFORMATION. DURING THE PERIOD FROM THE DATE
HEREOF TO THE CLOSING DATE, SELLERS SHALL AFFORD THE OFFICERS, EMPLOYEES, AND
AUTHORIZED REPRESENTATIVES OF PURCHASER FULL AND COMPLETE ACCESS, AT REASONABLE
TIMES DURING NORMAL BUSINESS HOURS, TO THE OFFICERS, EMPLOYEES, AGENTS, BOOKS
AND RECORDS OF SELLERS (TO THE EXTENT THEY RELATE TO THE TRANSFERRED ASSETS OR
THE SECURITIZED LOANS), AND SHALL FURNISH TO PURCHASER SUCH FINANCIAL, OPERATING
DATA, CORRESPONDENCE WITH OR INFORMATION MAINTAINED BY GOVERNMENTAL AUTHORITIES,
AND ANY OTHER INFORMATION RELATING TO THE TRANSFERRED ASSETS AND THE SECURITIZED
LOANS (INCLUDING SERVICER REPORTS AND OTHER INFORMATION SUPPLIED BY BLX) AS
PURCHASER MAY REASONABLY REQUEST. TO THE EXTENT ANY SUCH BOOKS, RECORDS, DATA,
CORRESPONDENCE OR INFORMATION ARE NOT IN SELLERS' PHYSICAL POSSESSION AND
CONTROL, SELLERS SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN AND PROVIDE
SUCH INFORMATION. SELLERS WILL FURNISH ALL INFORMATION CONCERNING SELLERS, THE
TRANSFERRED ASSETS AND THE SECURITIZED LOANS REASONABLY REQUIRED FOR INCLUSION
IN ANY APPLICATION OR STATEMENT TO BE MADE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY