EIGHTH AMENDMENT TO
WAREHOUSING CREDIT AND SECURITY AGREEMENT
THIS EIGHTH AMENDMENT TO WAREHOUSING CREDIT AND SECURITY AGREEMENT
(this
"Amendment") is entered into as of this 20th day of February 1998,
by and
between MONUMENT MORTGAGE, INC., a California corporation (the
"Company") and
RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (the "Lenders).
WHEREAS, the Company and the Lender have entered into a single
family
revolving warehouse facility with a present Warehousing Commitment Amount
of Ten
Million Dollars ($10,000,000), to finance the origination and
acquisition of
Mortgage Loans as evidenced by a First Amended and Restated
Warehousing
Promissory Note in the principal sum of Ten Million Dollars ($10,000,000),
dated
February 29, 1996, (the "Warehousing Promissory Note"), and by a
Warehousing
Credit and Security Agreement dated March 22, 1995, as the same may have
been
amended or supplemented (the "Warehousing Agreement");
WHEREAS, the Company and the Lender have entered into a term loan
facility,
as evidenced by a Term Loan Promissory Note in the principal amount
of One
Million Dollars ($1,000,000), dated as of March 22, 1995 (the "Term Loan
Note"),
and the Warehousing Agreement;
WHEREAS, the Company and the Lender have also entered into a
working
capital facility with a present Working Capital Commitment Amount of One
Million
Dollars ($1,000,000), as evidenced by a First Amended and Restated
Working
Capital Promissory Note in the principal sum of One Million
Dollars
($1,000,000), dated as of February 29, 1996 (the "Working Capital Note"),
and
the Warehousing Agreement; and
WHEREAS, the Company has requested the Lender to increase the
Warehousing
Commitment Amount and to amend certain terms of the Warehousing
Agreement and
the Lender has agreed to such increase of the Warehousing Commitment
Amount and
amendment of the Warehousing Agreement subject to the terms and
conditions of
this Amendment;
NOW, THEREFORE, for and in consideration of the foregoing and of the
mutual
covenants, agreements and conditions hereinafter set forth and for other
good
and valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the parties hereto hereby agree as follows:
1. All capitalized terms used herein and not otherwise defined shall
have
their respective meanings set forth in the Warehousing Agreement.
2. The effective date ("Effective Date") of this Amendment
shall be
February 23, 1998, the date on which the Company has complied with all the
terms
and conditions of this Amendment.
3. All references to "▇▇▇▇▇▇-▇▇▇▇▇▇, Inc." shall hereby be amended to
refer
to "Bridge Information Services."
4. Section 1.1 of the Warehousing Agreement shall be amended to
delete the
definitions of "Warehousing Commitment Amount," "Warehousing Maturity
Date" and
"Working Capital Maturity Date" in its entirety, replacing it with the
following
definition:
"Warehousing Commitment Amount" means Ten Million
Dollars
$10,000,00). Notwithstanding the foregoing, during the period
from the
Effective Date to and including August 31, 1998 the Commitment
Amount
shall be temporarily increased to Fifty-Five Million
Dollars
$55,000,000). On the first Business Day following the expiration
of the
temporary increase of the Commitment Amount, the Company shall
repay to
the Lender the amount by which the outstanding Advances
exceed the
Commitment Amount.
"Warehousing Maturity Date" means the earlier of:
(a) the
close of business on December 31, 1998, as such date may be
extended
from time to time in writing by the Lender, in its sole
discretion, and
(b) the date the obligation of the Lender to make further
Advances
hereunder is terminated pursuant to Section 8.2 below.
"Working Capital Maturity Date" means the earlier of:
(a) the
close of business on December 31, 1998, as such date may be
extended
from time to time in writing by the Lender, in its sole
discretion, and
(b) the date the obligation of the Lender to make further
Advances
hereunder is terminated pursuant to Section 8.2 below.
5. Section 2.9 of the Warehousing Agreement shall be deleted
in its
entirety and the following shall be substituted in lieu thereof:
2.9 Principal Payments.
2.9(a) The outstanding principal amount of all
Warehousing
Advances shall be payable in full on the Warehousing Maturity
Date.
2.9(b) The outstanding principal amount of the Term
Loan
Advances as of the Term Loan Commitment Termination Date
shall be
payable in forty-eight (48) equal monthly installments, due
on the
twenty-second (22nd) day of each month beginning on the twenty-
second
(22nd) day of April 1996. Any remaining principal balance of the
Term
Loan Advances shall be payable on the Term Loan Maturity Date.
2.9(c) The outstanding principal amount of all working
Capital
Advances shall be payable in full on the working Capital Maturity
Date.
2.9(d) The Company shall have the right to prepay
the
outstanding Advances in whole or in part, from time to time,
without
premium or penalty; provided, that no voluntary
prepayment of
Warehousing Advances may be made in an amount less than Five
Hundred
Thousand Dollars ($500,000).
2.9(e) All payments of outstanding Warehousing Advances
from
the proceeds of the sale or other disposition of Pledged
Mortgages and
Pledged Securities shall be paid directly by the Investor to the
Cash
Collateral Account to be applied against the Obligations.
2.9(f) The Company shall pay the Lender, without the
necessity
of prior demand or notice from the Lender, and the Company
authorizes
the Lender to cause the Funding Bank to charge the Company's
account
for, the amount of any outstanding Advance against a specific
Pledged
Mortgage, upon the earliest occurrence of any of the following
events:
(1) Ten (10) Business Days elapse from the
date a
Collateral Document was delivered to the Company for
correction
or completion under a Trust Receipt, without being
returned to
the Lender.
(2) On the date on which a Pledged
Mortgage is
determined to have been originated based on untrue,
incomplete or
inaccurate information, whether or not the Company had
knowledge
of such misrepresentation or incorrect information, or
the
Pledged Mortgage is defaulted and has remained in default
for a
period of thirty (30) days or more.
(3) If the outstanding Advances against
Pledged
Mortgages of a specific Mortgage Loan type exceed the
aggregate
Purchase Commitments for such Mortgage Loan type.
(4) Payment of any Lien prior to a Second
Mortgage
Loan is delinquent, and remains delinquent for a period of
sixty
(60) days or more.
(5) Upon sale or other disposition of the
Pledged
Mortgage.
(6) If the Pledged Mortgage is included
in. a
Mortgage Pool, then, if the Mortgage Pool is an Eligible
Mortgage
Pool, upon sale of the Mortgage-backed Security, or
if the
Mortgage Pool is not an Eligible Mortgage Pool, within
two (2)
Business Days after delivery of the Pledged Mortgages to the
pool
custodian.
(7) One (1) Business Day immediately
preceding the
date scheduled for the foreclosure or trustee sale
of the
premises securing a Rejected Mortgage Loan or
Repurchased
Mortgage Loan.
(8) On the date on which the Company knows,
or has
reason to know, or receives notice from the Lender, that
one or
more of the representations and warranties set forth in
Section
5.15 were inaccurate or incomplete in any material respect
on any
date when made or deemed made.
2.9(g) Upon Notice to the Company by the Lender, the
Company
shall pay to the Lender, and the Company authorizes the Lender to
cause
the Funding Bank to charge the Lender's account for, the amount
of any
outstanding Advance against a specific Pledged Mortgage
upon the
earliest occurrence of any of the following events:
(1) For a Pledged Mortgage with respect to
which a
shorter or longer period is not prescribed elsewhere in
this
Section 2.5(d), one hundred twenty (120) days elapse
from the
date of the initial Advance made by the Lender against
such
Pledged Mortgage, whether or not such Pledged
Mortgage is
included in an Eligible Mortgage Pool.
(2) Forty-five (45) days elapse from the
date the
Pledged Mortgage was delivered to an Investor or an
Approved
Custodian for examination and purchase or inclusion
in an
Eligible Mortgage Pool, without the purchase being made
or the
Eligible Mortgage Pool being initially certified, or
upon
rejection of the Pledged Mortgage as unsatisfactory
by an
Investor or an Approved Custodian.
(3) One (1) Business Day elapses from the
date a
Wet Settlement Advance was made and the Pledged Mortgage
which
was to have been funded by such Wet Settlement Advance
is not
closed and funded.
(4) Seven (7) Business Days elapse from the
date a
Wet Settlement Advance was made without receipt by the
Lender of
all Collateral Documents relating to such Pledged
Mortgage, or
such Collateral Documents, upon examination by the Lender,
are
found not to be in compliance with the requirements of
this
Agreement or the related Purchase Commitment; provided,
however,
if the Wet Settlement Advance was made against a
Repurchased
Mortgage Loan, twenty (20) days elapse from the date of
such
Advance without receipt by the Lender of all Collateral
Documents
relating to such Pledged Mortgage, or such Collateral
Documents,
upon examination by the Lender, are found not to be in
compliance
with the requirements of this Agreement.
(5) In the case of (i) a Long-term
Repurchase
Advance, one hundred eighty (180) days elapse from the
date of
the initial Advance, and (ii) a Short-term Repurchase
Advance,
sixty (60) days elapse from the date of the initial
Advance,
whether or not the Pledged Mortgage is included in an
Eligible
Mortgage Pool; provided, however, that a Short-term
Repurchase
Advance may be converted into a Long-term Repurchase
Advance, and
may remain outstanding for an additional one hundred twenty
(120)
days, upon the following condition: on the date a Short-
term
Repurchase Advance made against a Pledged Mortgage
is
redesignated as a Long-term Mortgage Advance ("Conversion
Date"),
the Company shall reduce the outstanding amount of such
Advance
to forty-five percent (45%) of the Mortgage Note Amount of
such
Pledged Mortgage.
(6) Three (3) Business Days after the
mandatory
delivery date of the related Purchase Commitment and the
specific
Pledged Mortgage was not delivered under the Purchase
Commitment
prior to such mandatory delivery date, or the Purchase
Commitment
is terminated; unless in each case, such Pledged
Mortgage is
eligible for delivery to an Investor under a comparable
Purchase
Commitment acceptable to the Lender.
2.9(h) The outstanding amount of any Advance made
pursuant to
Section 2.2(f) shall be payable in full within one (1) Business
Day
after the date of such Advance.
2.9(i) In addition to the payments required
pursuant to
Sections 2.9(f) and 2.9(g), the Company shall be obligated to
pay to
the Lender, without the necessity of prio- demand or notice
from the
Lender, and the Company authorizes the Lender to cause the Funding
Bank
to charge the Company's account for, the following amounts in
respect
of outstanding Advances in the following circumstance:
(1) If at any time (1) the aggregate
outstanding
principal balance of all Term Loan Advances is greater
than the
Term Loan Collateral Value plus the Excess Working Capital
Value,
or (2) the aggregate outstanding principal balance of all
Working
Capital Advances is greater than the Working Capital
Collateral
Value, the Company shall prepay the outstanding Term
Loan
Advances or the outstanding Working Capital Advances, as
required
to eliminate such excess.
(2) If the principal amount of any
Pledged
Mortgage is prepaid in whole or in part while a
Warehousing
Advance is outstanding against such Pledged Mortgage, the
amount
of such prepayment, to be applied to such Advance.
(3) On the fifteenth (15) day of each
month
occurring after the date a Long-term Repurchase Advance is
made,
unless the Repurchased Mortgage Loan or the Rejected
Mortgage
Loan against which such Long-term Repurchase Advance was
made is
included in an Eligible Mortgage Pool, the Company shall
reduce
the outstanding Advance against such Mortgage Loan by
five
percent (5%) of the original face amount of the Mortgage
Note
evidencing such Repurchased Mortgage Loan or the
Rejected
Mortgage Loan.
2.9(j) For a period of not less than five (5) consecutive
days
in each Calendar Quarter (provided, that no such five (5)-day
period
shall begin fewer than thirty-one (31) days after the end of the
five
(5)-day period for the preceding Calendar Quarter), there shall
be no
Working Capital Advances outstanding, and the Company shall make
such
prepayments of the Working Capital Advances, and shall refrain
from
requesting Working Capital Advances, as necessary to comply
with the
foregoing requirement.
2.9(k) All amounts prepaid on the Term Loan Advances
after the
Term Loan Advances after the Term Loan Commitment Termination
Date
shall be applied to the installments required pursuant to
Section
2.9(b) in the inverse order of their maturities. Amounts
paid or
prepaid on the Term Loan Advances after the Term Loan
Commitment
Termination Date may not be reborrowed hereunder.
2.9(l) The Company shall give Notice to the
Lender
(telephonically, to be followed by written notice) of the
Pledged
Mortgages or Pledged Securities for which proceeds have been
received.
Upon receipt of such Notice the Advances against such Pledged
Mortgages
or Pledged Securities shall be repaid and such Pledged
Mortgages or
Pledged Securities shall be considered to have been redeemed
from
pledge. The Lender is entitled to rely upon the Company's
affirmation
that deposits in the Cash Collateral Account represent payment
from
Investors for the purchase of Pledged Mortgages or Pledged
Securities
as specified by the Company. In the event that the payment
from an
Investor for the purchase of Pledged Mortgages or Pledged
Securities is
less than the outstanding Advances against such Pledged
Mortgages or
the Mortgage Loans backing Pledged Securities, the Lender is
authorized
to cause the Funding Bank to charge the Company's account for an
amount
equal to such deficiency. Provided no Default or Event of
Default
exists, the Lender shall return any excess payment from an
Investor for
Pledged Mortgages or Pledged Securities to the Company.
6. Upon execution of this Amendment, the Company agrees to pay
to the
Lender the pro rata Commitment Fee on the increase portion of the
Commitment
Amount for the time period from the Effective Date to and including
March 31,
1998.
7. Exhibit A-1 to the Warehousing Agreement is deleted in its
entirety and
Exhibit A-1 attached to this Amendment is substituted in lieu thereof. The
First
Amended and Restated Warehousing Promissory Note is amended and restated
in as
set forth in the Second Amended and Restated Promissory Note, in the
form of
Exhibit A-1 attached to this Amendment. All references in this Amendment
and in
the Warehousing Agreement to the Warehousing Promissory Note shall be
deemed to
refer to the Second Amended and Restated Warehousing Promissory Note
delivered
in connection with this Amendment.
8. The Company shall deliver to the Lender (a) an executed original of
this
Amendment; (b) an executed original of the Second Amended and
Restated
Warehousing Promissory Note; (c) an executed Certificate of Secretary
with
corporate resolutions; (d) the Warehousing Commitment Fee on the
increase
portion of the Commitment Amount; and (e) a Two Hundred Fifty Dollar
($250)
document production fee.
9. The Company 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 the
Company enforceable in accordance with their terms, as modified herein,
(c) the
Lender is not in default under any of the Loan Documents and the Company
has no
offset or defense to its performance or obligations under any of the
Loan
Documents, (d) the representations contained in the Loan Documents remain
true
and accurate in all respects, and (e) there has been no material adverse
change
in the financial condition of the Company from the date of the
Warehousing
Agreement to the date of this Amendment.
10. Except as hereby expressly modified, the Warehousing Agreement
shall
otherwise be unchanged and shall remain in full force and effect, and the
Company ratifies and reaffirms all of its obligations thereunder.
11. This Amendment may be executed in any number of counterparts and
by the
different parties hereto on separate counterparts, each of which
when so
executed and delivered shall be an original, but all of which shall
together
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the 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.
MONUMENT MORTGAGE, INC.,
a California corporation
By:_________________________________
Its: Senior Vice President
RESIDENTIAL FUNDING CORPORATION,
a Delaware corporation
By:_________________________________
Its:________________________________
STATE OF California )
) ss
COUNTY OF Contra Costa )
On February 27, 1998, before me, a Notary Public, personally
appeared
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Senior Vice President of MONUMENT MORTGAGE,
INC., a
California corporation, personally known to me (or proved to me on the
basis of
satisfactory evidence) to be the person whose name is subscribed to the
within
instrument and acknowledged to me that he/she executed the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:
(SEAL)
STATE OF California )
) ss
COUNTY OF Contra Costa )
On , before me, a Notary Public, personally appeared ,
the of
RESIDENTIAL FUNDING CORPORATION, a California corporation, personally
known to
me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within
instrument and
acknowledged to me that he/she executed the same in his/her authorized
capacity,
and that by his/her signature on the instrument the person, or the entity
upon
behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:
(SEAL)
CONSENT OF GUARANTOR
The undersigned, being the Guarantor under the Guaranty dated as of
July
23, 1997, hereby consents to the foregoing Amendment and the
transactions
contemplated thereby and hereby modifies and reaffirms his obligations
under his
Guaranty so as to include within the term "Guaranteed Debt" the
indebtedness,
obligations and liabilities of the Company under this Amendment and the
Second
Amended and Restated Warehousing Promissory Note. The Guarantor hereby
reaffirms
that his obligations under his Guaranty are separate and distinct
from the
Company's obligations to Lender, and that his obligations under the
Guaranty are
in full force and effect, and hereby waives and agrees not to
assert any
anti-deficiency protections or other rights as a defense to his
obligations
under the Guaranty, all as more fully set forth in the Guaranty, the
terms of
which are incorporated herein as if fully set forth herein.
The Guarantor further agrees, upon Lender's request, to execute
for the
benefit of Lender an additional guaranty in form and content
acceptable to
Lender and conforming to the Guaranty in connection with the
foregoing
Amendment.
GUARANTOR:
__________________________________
FINET HOLDINGS CORPORATION
STATE OF California )
) ss
COUNTY OF Contra Costa )
On February 27, 1998, before me, a Notary Public, personally
appeared
▇▇▇▇▇▇ ▇▇▇▇▇▇, the CFO of FINET HOLDINGS CORPORATION, personally known to
me (or
proved to me on the basis of satisfactory evidence) to be the person whose
name
is subscribed to the within instrument and acknowledged to me that
he/she
executed the same in his/her authorized capacity, and that by his/her
signature
on the instrument the person, or the entity upon behalf of which the
person
acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:
(SEAL)
EXHIBIT A-1
SECOND AMENDED AND RESTATED WAREHOUSING PROMISSORY NOTE
$55,000,000 Date: February __,
1998
FOR VALUE RECEIVED, the undersigned, MONUMENT MORTGAGE,
INC., a
California corporation, (herein called the "Company"), hereby
promises to
pay to the order of RESIDENTIAL FUNDING CORPORATION, a Delaware corporation
(the
"Lender" or, together with its successors and assigns, the "Holder")
whose
principal place of business is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇
▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Holder may
designate
from time to time, the principal sum of Fifty-Five Million Dollars
($55,000,000)
or so much thereof as may be outstanding from time to time pursuant
to the
Warehousing Credit and Security Agreement described below, and to pay
interest
on said principal sum or such part thereof as shall remain unpaid from
time to
time, from the date of each Advance until repaid in full, and all other
fees and
charges due under the Warehousing Agreement, at the rate and at the
times set
forth in the Warehousing Agreement. All payments hereunder shall be
made in
lawful money of the United States and in immediately available funds.
This Note is given to evidence an actual warehouse facility in the
above
amount and is the Note referred to in that certain Warehousing Credit
and
Security Agreement (the "Warehousing Agreement") dated March 22, 1995,
between
the Company and the Lender, as the same may be amended or supplemented from
time
to time, and is entitled to the benefits thereof. Reference is hereby
made to
the Warehousing Agreement (which is incorporated herein by reference as
fully
and with the same effect as if set forth herein at length) for a
description of
the Collateral, a statement of the covenants and agreements, a statement
of the
rights and remedies and securities afforded thereby and other matters
contained
therein. Capitalized terms used herein, unless otherwise defined herein,
shall
have the meanings given them in the Warehousing Agreement.
This Note is given in replacement for, and not in satisfaction of,
that
certain First Amended and Restated Warehousing Promissory Note dated
February
29, 1996, and issued by the Company to evidence its Obligations
under the
Warehousing Agreement (the "Existing Note"). All amounts owed by the
Company
under the Existing Note (including, without limitation, the unpaid
principal
thereunder, interest accrued thereon and fees accrued under the
Warehousing
Agreement, whether or not yet due and owing) as of the date hereof,
shall be
owed hereunder.
This Note may be prepaid in whole or in part at any time without
premium or
penalty.
Should this Note be placed in the hands of attorneys for collection,
the
Company agrees to pay, in addition to principal and interest, fees and
charges
due under the Warehousing Agreement, any and all costs of collecting this
Note,
including reasonable attorneys' fees and expenses.
The Company hereby waives demand, notice, protest and presentment.
This Note shall be construed and enforced in accordance with the
laws of
the State of Minnesota, without reference to its principles of conflicts of
law.
IN WITNESS WHEREOF, the Company has executed this Note as of the
day and
year first above written.
MONUMENT MORTGAGE, INC.,
a California corporation
By:_______________________________
Its:______________________________
STATE OF California )
) ss
COUNTY OF Contra Costa )
On , before me, a Notary Public, personally appeared , the of
MONUMENT
MORTGAGE, INC., a California corporation, personally known to me (or
proved to
me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument
and
acknowledged to me that he/she executed the same in his/her authorized
capacity,
and that by his/her signature on the instrument the person, or the entity
upon
behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:
(SEAL)
SECOND AMENDED AND RESTATED WAREHOUSING PROMISSORY NOTE
$55,000,000 Date: February _ ,
1998
FOR VALUE RECEIVED, the undersigned, MONUMENT MORTGAGE, INC., a
California
corporation, (herein called the "Company"), hereby promises to pay to the
order
of RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (the
"Lender" or,
together with its successors and assigns, the "Holder") whose principal
place of
business is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇,
or at such other place as the Holder may designate from time to time,
the
principal sum of Fifty-Five Million Dollars ($55,000,000) or so much
thereof as
may be outstanding from time to time pursuant to the Warehousing
Credit and
Security Agreement described below, and to pay interest on said principal
sum or
such part thereof as shall remain unpaid from time to time, from the
date of
each Advance until repaid in full, and all other fees and charges due
under the
Warehousing Agreement, at the rate and at the times set forth in the
Warehousing
Agreement. All payments hereunder shall be made in lawful money of the
United
States and in immediately available funds.
This Note is given to evidence an actual warehouse facility in the
above
amount and is the Note referred to in that certain Warehousing Credit
and
Security Agreement (the "Warehousing Agreement") dated March 22, 1995,
between
the Company and the Lender, as the same may be amended or supplemented from
time
to time, and is entitled to the benefits thereof. Reference is hereby
made to
the Warehousing Agreement (which is incorporated herein by reference as
fully
and with the same effect as if set forth herein at length) for a
description of
the Collateral, a statement of the covenants and agreements, a statement
of the
rights and remedies and securities afforded thereby and other matters
contained
therein. Capitalized terms used herein, unless otherwise defined herein,
shall
have the meanings given them in the Warehousing Agreement.
This Note is given in replacement for, and not in satisfaction of,
that
certain First Amended and Restated Warehousing Promissory Note dated
February
29, 1996, and issued by the Company to evidence its Obligations
under the
Warehousing Agreement (the "Existing Note"). All amounts owed by the
Company
under the Existing Note principal thereunder, under the Warehousing as
of the
date hereof, (including, without limitation, the unpaid interest accrued
thereon
and fees accrued Agreement, whether or not yet due and owing) shall be owed
hereunder.
This Note may be prepaid in whole or in part at any time without
premium or
penalty.
Should this Note be placed in the hands of attorneys for collection,
the
Company agrees to pay, in addition to principal and interest, fees and
charges
due under the Warehousing Agreement, any and all costs of collecting this
Note,
including reasonable attorneys' fees and expenses.
The Company hereby waives demand, notice, protest and presentment.
This Note shall be construed and enforced in accordance with the
laws of
the State of Minnesota, without reference to its principles of conflicts of
law.
IN WITNESS WHEREOF, the Company has executed this Note as of the
day and
year first above written.
MONUMENT MORTGAGE, INC.,
a California corporation
By:____________________________
Its: Senior Vice President
STATE OF California )
) ss
COUNTY OF Contra Costa )
On February 27, 1998, before me, a Notary Public, personally
appeared
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Senior Vice President of MONUMENT MORTGAGE,
INC., a
California corporation, personally known to me (or proved to me on the
basis of
satisfactory evidence) to be the person whose name is subscribed to the
within
instrument and acknowledged to me that he/she executed the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:
(SEAL)
CERTIFICATE
OF
SECRETARY OF
MONUMENT MORTGAGE, INC.
I, the undersigned, hereby certify that I am the Secretary of
MONUMENT
MORTGAGE, INC., a California corporation (the "Company"), and have
knowledge of
the matters contained in this Certificate and hereby certify that:
1. The Company is a corporation duly organized, validly existing
and in
good standing under the laws of the State of California
and has
complied with all certifications, filings and requirements
necessary
to continue as a corporation in the State of California and for
each
state where the Company is transacting business as a
foreign
corporation.
2. In connection with the single family revolving warehouse facility
made
to the Company by RESIDENTIAL FUNDING CORPORATION, a
Delaware
corporation (the "Lender" ) pursuant to the terms of a
Warehousing
Credit and Security Agreement dated as of March 22, 1995, as the
same
may have been amended or supplemented ( the "Agreement"), the
Company
has the val id power and authority to execute and deliver
to the
Lender the Eighth Amendment to Warehousing Credit and
Security
Agreement and the Second Amended and Restated Warehousing
Promissory
Note.
3. The resolutions attached to this Certificate as Exhibit A were
duly
adopted by either: (a) by unanimous written action of the
Board of
Directors of the Company; or (b) at a meeting of the
Board of
Directors of the Company held on the _____ day of , 19___, at
which
meeting a quorum was present. I am the keeper of the Minute
Book of
the Company and said resolutions have been entered therein,
have not
been altered, amended, repealed or rescinded, and are now in
full
force and effect .
4. There have been no amendments to the Articles of
Incorporation or
bylaws of the Company since the date of the most recent
certified
copies thereof delivered to the Lender .
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of
this
corporation this 27th day of February, 1998.
___________________________
Secretary
EXHIBIT A
RESOLUTIONS OF BOARD OF DIRECTORS
WHEREAS, MONUMENT MORTGAGE, INC.; a California corporation (the
"Company"),
has entered into a single family revolving warehouse Facility with a
present
commitment amount of Ten Million Dollars ($10,000,000) (the
"Warehousing
Commitment Amount") with RESIDENTIAL FUNDING CORPORATION, a Delaware
corporation
(the "Lender"), as evidenced by a First Amended and Restated
Warehousing
Promissory Note in the principal sum of Ten Million Dollars ($10,000,000),
dated
as of February 29, 1996, and by a Warehousing Credit and Security
Agreement,
dated as of March 22, 1995, as the same may have been amended or
supplemented
(the "Warehousing Agreement"); and
WHEREAS, the Company and the Lender have entered into a term loan
facility
with a present Term Loan Commitment Amount of One Million Dollars
($1,000,000),
as evidenced by a Term Loan Promissory Note in the principal amount
of One
Million Dollars ($1,000,000), dated as of March 22, 1995, and the
Warehousing
Agreement;
WHEREAS, the Company and the Lender have also entered into a
working
capital facility with a present Working Capital Commitment Amount of One
Million
Dollars ($1,000,000) (the "Working Capital Commitment"), as evidenced by a
First
Amended and Restated Working Capital Promissory Note in the principal sum
of One
Million Dollars ($1,000,000), dated as of February 29, 1996, and the
Warehousing
Agreement;
WHEREAS, the Company proposes to temporarily increase the
Warehousing
Commitment Amount and amend certain terms of the Warehousing Agreement; and
WHEREAS, to evidence such increase of the Warehousing Commitment
Amount and
amendment of the Warehousing Agreement, the Company proposes to
execute and
deliver an Eighth Amendment to Warehousing Credit and Security Agreement
(the
"Amendment"), and a Second Amended and Restated Warehousing Promissory
Note
("Amended Note"), copies of which have been presented to the Board of
Directors
of this Company; and
WHEREAS, the Board of Directors of this Company has determined that it
will
be in the best interests of this Company for the Company to increase
the
Commitment Amount and amend the Warehousing Agreement.
RESOLVED, that these resolutions are enacted by the Board of
Directors of
this Company on its behalf and on behalf of the Company.
FURTHER RESOLVED, that the Company shall amend the Warehousing
Agreement to
be evidenced by the Amendment and the Amended Note.
FURTHER RESOLVED, that the Amendment and Amended Note in the
forms
presented to the Board of Directors of this Company are hereby
approved and
copies thereof are filed in the records of this Company with these
Resolutions.
FURTHER RESOLVED, that any One (insert minimum number required to
sign) of
the following titles or positions of officers of the Company: President,
Chief
Financial Officer, Senior Vice President (list titles/positions of
officers
authorized, do not list individual names), shall be and are
authorized,
empowered and directed in the name of and on behalf of this Company, to
execute,
acknowledge and deliver the Amendment and the Amended Note in the forms
approved
by the Board of Directors of this Company as aforesaid, with such
changes
therein as may be acceptable to such officers, as conclusively
evidenced by
their execution thereof.
FURTHER RESOLVED, that such officers shall be and are hereby
authorized,
empowered and directed to do and perform each and every act and execute
any and
all documents and instruments in the name of this Company as may be
necessary or
desirable to enable this Company to amend the Warehousing Agreement and to
carry
out the purport and intent of the foregoing Resolutions.
