BETWEEN THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND SUPERSEDES ANY PRIOR WRITTEN OR ORAL AGREEMENTS,
WRITINGS, COMMUNICATIONS OR UNDERSTANDINGS OF THE PARTIES WITH RESPECT THERETO.
6.5
GOVERNING LAW.
THIS FOURTH AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE,
WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICT OF LAWS.
6.6
EFFECT.
UPON THE EFFECTIVENESS OF THIS
FOURTH AMENDMENT, EACH REFERENCE IN THE LOAN AGREEMENT TO "THIS AGREEMENT,"
"HEREUNDER," "HEREOF" OR WORDS OF LIKE IMPORT SHALL MEAN AND BE A REFERENCE TO
THE LOAN AGREEMENT AS AMENDED HEREBY AND EACH REFERENCE IN THE OTHER LOAN
DOCUMENTS TO THE LOAN AGREEMENT, "THEREUNDER," "THEREOF," OR WORDS OF LIKE
IMPORT SHALL MEAN AND BE A REFERENCE TO THE LOAN AGREEMENT AS AMENDED HEREBY.
6.7
CONFLICT OF TERMS.
IN THE EVENT OF ANY
INCONSISTENCY BETWEEN THE PROVISIONS OF THIS FOURTH AMENDMENT AND ANY PROVISION
OF THE LOAN AGREEMENT, THE TERMS AND PROVISIONS OF THIS FOURTH AMENDMENT SHALL
GOVERN AND CONTROL.
6.8
NO NOVATION OR WAIVER.
EXCEPT AS
SPECIFICALLY SET FORTH IN THIS FOURTH AMENDMENT, THE EXECUTION, DELIVERY AND
EFFECTIVENESS OF THIS FOURTH AMENDMENT SHALL NOT (A) LIMIT, IMPAIR, CONSTITUTE A
WAIVER BY, OR OTHERWISE AFFECT ANY RIGHT, POWER OR REMEDY OF, LENDER UNDER THE
LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, (B) CONSTITUTE A WAIVER OF ANY
PROVISION IN THE LOAN AGREEMENT OR IN ANY OF THE OTHER LOAN DOCUMENTS OR OF ANY
DEFAULT OR EVENT OF DEFAULT THAT MAY HAVE OCCURRED AND BE CONTINUING, OR
(C) ALTER, MODIFY, AMEND OR IN ANY WAY AFFECT ANY OF THE TERMS, CONDITIONS,
OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE LOAN AGREEMENT OR IN ANY
OF THE OTHER LOAN DOCUMENTS, ALL OF WHICH ARE RATIFIED AND AFFIRMED IN ALL
RESPECTS AND SHALL CONTINUE IN FULL FORCE AND EFFECT.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to
Loan Agreement as of the day and year first above written.
AMERICAN BUSINESS LENDING, INC., a Texas corporation
By:
Charles P. Bell, Jr.
Chief Executive Officer
WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company
By:
Pamela A. Wozniak
Vice President
ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTOR
FirstCity Financial Corporation, a Delaware corporation ("FirstCity Financial"),
hereby acknowledges receipt of a copy of the foregoing Fourth Amendment to Loan
and Security Agreement between American Business Lending, Inc., a Texas
corporation ("Borrower"), and Wells Fargo Foothill, LLC, a Delaware limited
liability company ("Lender"), and acknowledges and reaffirms all of FirstCity
Financial's obligations under the Amended and Restated General Continuing
Limited Guaranty, dated as of February 18, 2009, executed by FirstCity Financial
in favor of Lender.
FIRSTCITY FINANCIAL CORPORATION, a Delaware corporation
By:
Name:
Title: