SECURITIZATION NOTE RECEIVABLE AND THAT BORROWER HAS DETERMINED MUST BE
TRANSFERRED TO THE TRUSTEE OR HOLDERS OF THE CERTIFICATES ISSUED PURSUANT TO A
SECURITIZATION TRANSACTION, (III) THE AMOUNT, IF ANY, OF SUCH DEPOSIT THAT
RELATES TO A PARTICIPATED NOTE RECEIVABLE AND THAT BORROWER HAS DETERMINED IS
PAYABLE TO THE PURCHASER OF SUCH PARTICIPATED NOTE RECEIVABLE, (IV) THE AMOUNT,
IF ANY, OF SUCH DEPOSIT THAT RELATES TO A SBA OWNED NOTE RECEIVABLE AND THAT
BORROWER HAS DETERMINED IS PAYABLE TO SBA (ANY SUCH AMOUNT DESCRIBED IN CLAUSES
(I), (II), (III), OR (IV) ABOVE BEING THE "ALLOCATED PAYMENT PORTION"), AND
(V) THE AMOUNT OF SUCH DEPOSIT THAT RELATES TO BORROWER'S RETAINED INTEREST IN A
NOTE RECEIVABLE AND THAT BORROWER HAS DETERMINED IS PAYABLE TO BORROWER.
THE
PORTION PAYABLE TO BORROWER OF EACH AMOUNT ORIGINALLY DEPOSITED IN THE SERVICER
ACCOUNT AND CONSTITUTING A BORROWER ALLOCATED PAYMENT SHALL BE HELD BY BORROWER
FOR THE BENEFIT OF LENDER, AND BORROWER SHALL, OR SHALL CAUSE SERVICER TO, CAUSE
ANY SUCH PORTION TO BE TRANSFERRED TO THE COLLECTION ACCOUNT WITHIN ONE BUSINESS
DAY AFTER RECEIPT OF CLEARED FUNDS.
(D)
APPLICATION OF BORROWER ALLOCATED PAYMENTS.
SUBJECT TO SECTION
2.13(B), ALL BORROWER ALLOCATED PAYMENTS SHALL BE APPLIED TO THE OUTSTANDING
OBLIGATIONS IN THE ORDER IN WHICH THEY ARE DEPOSITED IN THE COLLECTION ACCOUNT.
PRIOR TO DEPOSIT INTO THE COLLECTION ACCOUNT OR THE SERVICER ACCOUNT IN THE
MANNER REQUIRED BY THIS AGREEMENT, BORROWER SHALL NOT COMMINGLE ANY BORROWER
ALLOCATED PAYMENTS WITH ANY OF ITS OTHER FUNDS OR PROPERTY, BUT SHALL HOLD THEM
SEPARATE AND APART THEREFROM IN TRUST AND FOR THE ACCOUNT OF, AND AS THE
PROPERTY OF, LENDER.
SUBJECT TO THE PROVISIONS OF SECTION 2.14 HEREOF AND THE
MULTI-PARTY AGREEMENT, LENDER MAY REVOKE THE COLLECTION RIGHTS OF BORROWER BY
EITHER GIVING NOTICE OF ITS ASSIGNMENT OF, AND LIEN ON, THE COLLATERAL TO THE
TERM LOAN DEBTORS OR GIVING NOTICE OF SUCH REVOCATION TO BORROWER.
(E)
BORROWER AS SERVICER.
BORROWER SHALL, OR SHALL CAUSE SERVICER TO,
AT BORROWER'S OWN EXPENSE SERVICE ALL OF THE NOTES RECEIVABLE, INCLUDING (I) THE
BILLING, POSTING
25
AND MAINTAINING OF COMPLETE RECORDS APPLICABLE THERETO, AND (II) SUBJECT TO
APPLICABLE SBA RULES AND REGULATIONS, THE TAKING OF SUCH ACTION WITH RESPECT
THERETO AS BORROWER MAY DEEM ADVISABLE.
BORROWER AGREES TO PAY TO LENDER ANY
AND ALL REASONABLE FEES, COSTS AND EXPENSES INCURRED IN CONNECTION WITH OPENING
AND MAINTAINING THE COLLECTION ACCOUNT, THE SERVICER ACCOUNT, AND ANY OTHER
COLLECTION ARRANGEMENT DESCRIBED ABOVE.
2.14
COLLECTIONS; LENDER'S RIGHT TO NOTIFY ACCOUNT DEBTORS.
SUBJECT TO
THE MULTI-PARTY AGREEMENT, OBTAINING THE SBA'S PRIOR WRITTEN CONSENT AND
APPLICABLE SBA RULES AND REGULATIONS, AND THE RIGHTS OF PURCHASERS OF THE
SERVICED ASBA ASSETS, THE SOLD NOTES RECEIVABLE, THE SECURITIZATION NOTES
RECEIVABLE AND THE PARTICIPATED NOTES RECEIVABLE, AND THE RIGHTS OF ASBA AND
OTHER THIRD PARTIES WITH RESPECT TO THE SERVICED ASBA ASSETS, BORROWER HEREBY:
(A)
AUTHORIZES LENDER, NOW AND AT ANY TIME OR TIMES HEREAFTER, WHETHER
OR NOT A DEFAULT OR AN EVENT OF DEFAULT HAS OCCURRED, TO OPEN BORROWER'S MAIL
AND