BY BORROWER TO ANY PRIMARY OBLIGORS WHICH ARE EVIDENCED BY A PLEDGED NOTE;
(II) FOR LOANS MADE BY BORROWER, ANY SUBSIDIARY OR ANY PORTFOLIO ENTITY-50% TO
ANY PORTFOLIO ENTITY IN THE ORDINARY COURSE OF BUSINESS, WHICH LOANS ARE
EVIDENCED BY A PLEDGED NOTE IN THE CASE OF A LOAN BY THE BORROWER OR ANY
SUBSIDIARY OR A NOTE IN THE CASE OF A LOAN BY A PORTFOLIO ENTITY-50%, OR AN
INTER-COMPANY RECEIVABLE; (III) THE ACCEPTING BY A 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
10
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.
(J)
SECTION 8.15.
SECTION 8.15 OF THE AGREEMENT IS AMENDED AND
RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
8.15 USE OF PROCEEDS.
THE PROCEEDS OF ACQUISITION LOANS SHALL BE USED BY
BORROWER SOLELY TO MAKE ADVANCES EVIDENCED BY PLEDGED NOTES IN THE AMOUNT OF
SUCH ADVANCE (MINUS ANY PORTION THEREOF UTILIZED TO PAY ANY UTILIZATION FEE) TO
A PRIMARY OBLIGOR FOR SUCH PRIMARY OBLIGOR, DIRECTLY OR INDIRECTLY, TO LOAN TO,
OR CONTRIBUTE TO THE CAPITAL OF, THE PORTFOLIO ENTITY IDENTIFIED IN THE NOTICE
OF BORROWING, THE FULL