INTERESTS IN THE SBA LOANS AND FORECLOSED
PROPERTIES IN CONNECTION WITH SUCH TERMINATION. ANY EXERCISE OF SUCH RIGHT TO
PURCHASE SHALL BE FOR THE SOLE AND EXCLUSIVE BENEFIT OF ONE OR MORE OF THE
SELLERS AND SELLERS SHALL HAVE NO OBLIGATION TO PURCHASER WITH RESPECT TO ANY
SUCH TERMINATION OR PURCHASE; PROVIDED THAT UPON THE EXERCISE OF SUCH RIGHT TO
PURCHASE, SELLERS SHALL CAUSE THE SBA LOANS AND FORECLOSED PROPERTIES ACQUIRED
IN CONNECTION WITH SUCH PURCHASE TO CONTINUE TO BE SERVICED BY BLX PURSUANT TO
THE SUBSERVICER AGREEMENT OR, WITH THE PRIOR WRITTEN CONSENT OF THE SBA, BY
ANOTHER LOAN SERVICER QUALIFIED TO SERVICE LOANS GUARANTEED BY THE SBA. IN
ADDITION, PURCHASER AGREES THAT IT SHALL NOT EXERCISE ANY RIGHT OF SERVICER
UNDER SECTION 11.01 OF THE POOLING AND SERVICING AGREEMENTS AND PURCHASER SHALL
COOPERATE FULLY WITH SELLERS WITH RESPECT TO ANY EXERCISE OF THE RIGHTS OF
SERVICER UNDER SECTION 11.01 OF THE POOLING AND SERVICING AGREEMENTS.
SECTION 1.3
DELIVERY OF THE TRANSFERRED ASSETS. THE SBLC LICENSE,
THE LOAN SERVICING RIGHTS AND THE LOAN ASSETS ARE REFERRED TO HEREIN AS THE
"TRANSFERRED ASSETS."
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, ON
THE CLOSING DATE, SELLERS SHALL EXECUTE AND DELIVER TO PURCHASER, AT NO
ADDITIONAL COST TO PURCHASER, THE FOLLOWING INSTRUMENTS OF TRANSFER AND
ASSIGNMENT OF THE TRANSFERRED ASSETS (COLLECTIVELY, THE "TRANSFER AND ASSIGNMENT
DOCUMENTS"), EACH OF WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO
PURCHASER:
(A) AN ASSIGNMENT OF SBLC LICENSE (THE "LICENSE ASSIGNMENT"); (B) AN
ASSIGNMENT AGREEMENT AND TRANSFER OF LOAN SERVICING RIGHTS (THE "LOAN SERVICING
ASSIGNMENT"), (C) AN ASSIGNMENT OF ASBA'S RIGHTS, DUTIES AND OBLIGATIONS UNDER
THE LENDERS SERVICE PROVIDER AGREEMENT, DATED AS OF OCTOBER 30, 2002 BETWEEN
BUSINESS LOAN CENTER, INC. ("BLX"), ASBA, FOR ITSELF AND AS SUCCESSOR IN
INTEREST BY MERGER TO AMRESCO INDEPENDENCE FUNDING, INC. (THE "SUBSERVICER
AGREEMENT"), (D) AN ASSIGNMENT OF LOAN ASSETS (THE "LOAN ASSETS ASSIGNMENT") AND
(E) A BILL OF SALE, POWER(S) OF ATTORNEY, NOTE ALLONGES OR OTHER SUCH ADDITIONAL
DOCUMENTS AS MAY BE REQUIRED TO LEGALLY TRANSFER AND ASSIGN THE LOAN ASSETS.
SELLERS WILL ALSO DELIVER TO PURCHASER ANY PHYSICAL DOCUMENT REPRESENTING THE
SBLC LICENSE.
SECTION 1.4
PURCHASE PRICE FOR TRANSFERRED ASSETS. SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH THEREIN, ON THE CLOSING DATE, AS THE PURCHASE
PRICE (THE "PURCHASE PRICE") FOR THE TRANSFERRED ASSETS, PURCHASER SHALL (A) PAY
$240,000 IN CASH TO SELLERS BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS,
(B) ISSUE TO ASBA A SECURED NOTE IN THE FORM ATTACHED HERETO HAS EXHIBIT 1.4
(THE "SECURED NOTE") IN AN INITIAL PRINCIPAL AMOUNT EQUAL TO THE STATED AMOUNT,
WHICH SECURED NOTE WILL BE SECURED BY THE TRANSFERRED ASSETS (OTHER THAN THE
SBLC LICENSE) PURSUANT TO THE TERMS OF THE SECURITY AGREEMENT AND (C) EXECUTE
AND DELIVER TO SELLERS THE SECURITY AGREEMENT (AS DEFINED BELOW). PAYMENT OF THE
CASH PORTION OF THE PURCHASE PRICE SHALL BE MADE BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS TO AN ACCOUNT OR ACCOUNTS DESIGNATED IN WRITING BY THE SELLERS.
SECTION 1.5