SUBSIDIARY OR A PORTFOLIO ENTITY-50% OF A NOTE FROM ITS 100% OWNED REO
AFFILIATE EVIDENCING THE DEFERRED PURCHASE PRICE OF A MORTGAGE NOTE SOLD TO SUCH
REO AFFILIATE BY SUCH SUBSIDIARY OR PORTFOLIO ENTITY-50% OR A PORTION OF THE
PURCHASE PRICE FOR THE REAL PROPERTY IN THE EVENT THAT THE REO AFFILIATE
ACQUIRES THE REAL PROPERTY AT A FORECLOSURE SALE OR OTHERWISE BY PURCHASE FROM
THE SUBSIDIARY OR PORTFOLIO ENTITY-50%; (IV) THE ACCEPTING BY AN REO AFFILIATE,
A LATIN AMERICAN ACQUISITION ENTITY OR A EUROPEAN ACQUISITION ENTITY OF A NOTE
FROM THE TRANSFEREE OF REAL PROPERTY SOLD BY SUCH REO AFFILIATE, LATIN AMERICAN
ACQUISITION ENTITY OR EUROPEAN ACQUISITION ENTITY (AS THE CASE MAY BE) IN THE
ORDINARY COURSE OF BUSINESS EVIDENCING A PORTION OF THE DEFERRED PURCHASE PRICE
OF SUCH PROPERTY; (V) IN THE CASE OF FC SERVICING AND ASDM, SHORT TERM SERVICER
ADVANCES IN THE ORDINARY COURSE OF BUSINESS WITH RESPECT TO PORTFOLIOS WHICH
THEY ARE SERVICING IN AGGREGATE PRINCIPAL AMOUNT AT ANY ONE TIME OUTSTANDING NOT
IN EXCESS OF $5,000,000, ON A COMBINED BASIS; (VI) DIRECT OR INDIRECT LOANS BY
PRIMARY OBLIGORS TO A PORTFOLIO ENTITY FOR THE ACQUISITION OF AN ASSET POOL IN
ACCORDANCE WITH THE OTHER TERMS HEREOF ON THE FUNDING DATE OF THE ACQUISITION
LOANS RELATING THERETO IN ACCORDANCE WITH THE ASSET POOL ACQUISITION CERTIFICATE
RELATING THERETO (OR OF ANY OTHER ASSET POOL IN RESPECT OF WHICH NO LOANS HAVE
BEEN REQUESTED IF SUCH ACQUISITION IS IN THE ORDINARY COURSE OF BUSINESS FOR THE
CONSOLIDATED GROUP AND IS NOT OTHERWISE PROHIBITED HEREUNDER); (VII) DIRECT OR
INDIRECT LOANS BY PRIMARY OBLIGORS TO PORTFOLIO ENTITIES TO BE USED BY SUCH
ENTITIES (A) TO PAY DEVELOPMENT EXPENSES RELATED TO REAL ESTATE OR (B) TO PAY
PORTFOLIO PROTECTION EXPENSES; (VIII) SBA LOANS MADE BY ABL IN ACCORDANCE WITH
THE SBA RULES AND REGULATIONS; AND (IX) LOANS MADE BY FC COMMERCIAL TO FIRSTCITY
DENVER INVESTMENT CORP. TO ENABLE FIRSTCITY DENVER INVESTMENT CORP. TO FUND
LOANS TO CRESTONE PORTFOLIO ENTITIES UNDER THE CRESTONE FACILITY.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 8.12(B),
NONE OF BORROWER, ANY SUBSIDIARY OR ANY PORTFOLIO ENTITY-50% SHALL ENTER INTO OR
ISSUE ANY GUARANTY EQUIVALENTS; PROVIDED THAT ANY PRIMARY OBLIGOR SHALL BE
PERMITTED TO GUARANTY INDEBTEDNESS OF ANY OTHER PRIMARY OBLIGOR, ANY RELATED
ENTITY OR ANY PORTFOLIO ENTITY PROVIDED THAT THE OUTSTANDING BALANCE OF
INDEBTEDNESS GUARANTEED PURSUANT TO SUCH GUARANTIES DOES NOT EXCEED $10,000,000.
8.13
ISSUE POWER OF ATTORNEY.
EXCEPT PURSUANT TO THE
OTHER PROVISIONS OF THIS AGREEMENT OR THE SECURITY DOCUMENTS TO WHICH AGENT IS A
PARTY, NONE OF BORROWER, ANY SUBSIDIARY OR ANY PORTFOLIO ENTITY-50% SHALL ISSUE
ANY POWER OF ATTORNEY OR OTHER CONTRACT OR
36
AGREEMENT GIVING ANY PERSON POWER OR CONTROL OVER THE DAY-TO-DAY OPERATIONS OF
ANY SUCH PERSON'S BUSINESS; PROVIDED THAT, ANY PRIMARY OBLIGOR, ANY PORTFOLIO
ENTITY, FIRSTCITY DO BRAZIL, LTDA., FIRSTCITY ARGENTINA CORPORATION, FIRST SOUTH
AMERICA LLC, FIRSTCITY RECOVERY S.A., ASSET SERVICING DE MEXICO AND SERVICIOS
EFECTIVOS DE RECUPERACION, S.A. DE C.V. SHALL HAVE THE RIGHT TO GRANT POWERS OF