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FIRST AMENDMENT TO
WAREHOUSING CREDIT AND SECURITY AGREEMENT
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FIRST AMENDMENT TO WAREHOUSING CREDIT AND SECURITY AGREEMENT (this "Amendment")
dated as of May ___, 2002, between Matrix Capital Markets, Inc., a Colorado
corporation ("Borrower") and RESIDENTIAL FUNDING CORPORATION, a Delaware
corporation ("Lender").
A. Borrower and Lender have entered into a revolving mortgage warehousing
facility with a present Warehousing Commitment Amount of $40,000,000,
which is evidenced by a Promissory Note dated March 29, 2002 (the
"Note"), and by a Warehousing Credit and Security Agreement dated as of
March 29, 2002 (as the same may have been and may be amended or
supplemented, the "Agreement").
B. Borrower has requested that Lender amend certain terms of the
Agreement, and Lender has agreed to such amendments, subject to the
terms and conditions of this Amendment.
NOW, THEREFORE, the parties to this Amendment agree as follows:
1. Subject to Borrower's satisfaction of the conditions set forth in
Section 17, the effective date of this Amendment is ______________
("Effective Date").
2. Unless otherwise defined in this Amendment, all capitalized terms have
the meanings given to those terms in the Agreement. Defined terms may
be used in the singular or the plural, as the context requires. The
words "include," "includes" and "including" are deemed to be followed
by the phrase "without limitation." Unless the context in which it is
used otherwise clearly requires, the word "or" has the inclusive
meaning represented by the phrase "and/or." References to Sections and
Exhibits are to Sections and Exhibits of this Amendment unless
otherwise expressly provided.
3. Exhibit A to the Agreement is amended and restated in its entirety as
set forth in Exhibit A to this Amendment. All references in the
Agreement and the other Loan Documents to Exhibit A are deemed to refer
to the new Exhibit A.
4. Borrower must deliver to Lender (a) two executed copies of this
Amendment, (b) a Certificate of Secretary with corporate resolutions,
and (c) a $350 document production fee.
5. Borrower represents, warrants and agrees that (a) there exists no
Default or Event of Default under the Loan Documents, (b) the Loan
Documents continue to be the legal, valid and binding agreements and
obligations of Borrower, enforceable in accordance with their terms, as
modified this Amendment, (c) Lender is not in default under any of the
Loan Documents and Borrower has no offset or defense to its performance
or obligations under any of the Loan Documents, (d) except for changes
permitted by the terms of the Agreement, Borrower's representations and
warranties contained in the Loan Documents are true, accurate and
complete in all respects as of the Effective Date and (e) there has
been no material adverse change in Borrower's financial condition from
the date of the Agreement to the Effective Date.
6. Except as expressly modified, the Agreement is unchanged and remains in
full force and effect, and Borrower ratifies and reaffirms all of its
obligations under the Agreement and the other Loan Documents.
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7. This Amendment may be executed in any number of counterparts, each of
which will be deemed an original, but all of which shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be duly
executed on their behalf by their duly authorized officers as of the day and
year above written.
Matrix Capital Markets, Inc.,
a Colorado corporation
By:
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Its:
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RESIDENTIAL FUNDING CORPORATION,
a Delaware corporation
By:
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Its:
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CONSENT OF GUARANTOR
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The undersigned, being the Guarantor under a Guaranty dated Xxxxx 00, 0000 (xxx
"Xxxxxxxx"), consents to the foregoing Amendment and the transactions
contemplated by it, and ratifies and reaffirms its obligations under the
Guaranty include within the term "Guaranteed Debt" the indebtedness, obligations
and liabilities of Borrower under this Amendment, the Agreement as modified by
this Amendment, the Note and the other Loan Documents. The Guarantor hereby
reaffirms that its obligations under the Guaranty are separate and distinct from
Borrower's obligations to Lender, and that its obligations under the Guaranty
are in full force and effect. Finally, the Guarantor waives and agrees not to
assert any anti-deficiency protections or other rights as a defense to its
obligations under the Guaranty, all as set forth in the Guaranty, the terms of
which are incorporated into this Consent as if fully set forth in it.
Dated: ______________
Matrix Bancorp, Inc.,
a Colorado corporation
By:
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Its:
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