TO CRITERIA FOR NET ELIGIBLE NON-GUARANTEED NOTES
RECEIVABLE.
SCHEDULE 1.1(A) OF THE LOAN AGREEMENT IS AMENDED BY DELETING THE
EXISTING VERSION OF PARAGRAPH J THEREOF AND REPLACING IT WITH THE FOLLOWING
AMENDED AND RESTATED VERSION THEREOF:
J.
If the Non-Guaranteed Note Receivable is a Borrower Originated
Loan, then such Non-Guaranteed Note Receivable (i) is not a Borrower Originated
Cash Flow Loan or Partially Secured Loan and (ii) does not cause the portion of
Net Eligible Non-Guaranteed Notes Receivable that are Borrower Originated Mixed
Collateral Loans to exceed twenty percent (20%) of the total Net Eligible
Non-Guaranteed Notes Receivable that are Borrower Originated Loans; provided,
that in any case covered by (ii) above, such Non-Guaranteed Note Receivable will
be ineligible only to the extent of such excess;
3.
CONDITIONS PRECEDENT.
NOTWITHSTANDING ANY OTHER PROVISION OF
THIS THIRD AMENDMENT, THIS THIRD AMENDMENT SHALL BE OF NO FORCE OR EFFECT, AND
LENDER SHALL NOT HAVE ANY OBLIGATIONS HEREUNDER, UNTIL THE FOLLOWING CONDITIONS
HAVE BEEN SATISFIED:
3.1
THIRD AMENDMENT AND OTHER DOCUMENTS IN CONNECTION THEREWITH.
LENDER SHALL HAVE RECEIVED THE FOLLOWING, EACH IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER:
A.
THIS THIRD AMENDMENT, DULY EXECUTED BY BORROWER AND LENDER;
B.
AN AMENDED AND RESTATED GENERAL CONTINUING LIMITED GUARANTY
EXECUTED BY FIRSTCITY FINANCIAL IN FAVOR OF LENDER (THE "AMENDED FCF GUARANTY"),
AMENDING AND RESTATING THE GENERAL CONTINUING LIMITED GUARANTY DATED AS OF
FEBRUARY 27, 2007 EXECUTED BY FIRSTCITY FINANCIAL IN FAVOR OF LENDER WITH
RESPECT TO CERTAIN OF THE OBLIGATIONS (THE "ORIGINAL FCF GUARANTY"), WHICH
AMENDED FCF GUARANTY AMENDS THE "GUARANTEED OBLIGATIONS" AND "INDEBTEDNESS"
THEREUNDER TO INCLUDE ALL OBLIGATIONS OF BORROWER TO LENDER UNDER THE LOAN
AGREEMENT AND OTHER LOAN DOCUMENTS, SUBJECT ONLY TO THE "GUARANTY LIMITATION"
UNDER THE ORIGINAL FCF GUARANTY;
C.
CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF
FIRSTCITY FINANCIAL, WITH RESPECT TO THE AUTHORITY OF FIRSTCITY FINANCIAL TO
EXECUTE, DELIVER
5
AND PERFORM THE AMENDED FCF GUARANTY, AND THE AUTHORITY AND INCUMBENCY OF THE
OFFICER EXECUTING THE AMENDED FCF GUARANTY ON BEHALF OF FIRSTCITY FINANCIAL; AND
D.
WRITTEN CONSENT BY SBA TO THIS THIRD AMENDMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
3.2
NO DEFAULT OR EVENT OF DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING.
4.
REPRESENTATIONS AND WARRANTIES RE LOAN AGREEMENT.
BORROWER
HEREBY REPRESENTS AND WARRANTS THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN THE LOAN AGREEMENT WERE TRUE AND CORRECT IN ALL MATERIAL RESPECTS WHEN MADE
AND, EXCEPT TO THE EXTENT THAT (A) A PARTICULAR REPRESENTATION OR WARRANTY BY
ITS TERMS EXPRESSLY APPLIES ONLY TO AN EARLIER DATE, OR (B) BORROWER HAS
PREVIOUSLY ADVISED LENDER IN WRITING AS CONTEMPLATED UNDER THE LOAN AGREEMENT,
ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF.
BORROWER
HEREBY FURTHER REPRESENTS AND WARRANTS THAT NO EVENT HAS OCCURRED AND IS
CONTINUING, OR WOULD RESULT FROM THE TRANSACTIONS CONTEMPLATED UNDER THIS THIRD
AMENDMENT, THAT CONSTITUTES OR WOULD CONSTITUTE A DEFAULT OR AN EVENT OF
DEFAULT.
5.
BORROWER'S WAIVER OF CLAIMS ARISING PRIOR TO EXECUTION DATE OF