EXHIBIT 10.37
WAREHOUSE NOTE
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$37,500,000 February 22, 1999
FOR VALUE RECEIVED, MATRIX FINANCIAL SERVICES CORPORATION, an Arizona
corporation ("Borrower"), promises to pay to the order RESIDENTIAL FUNDING
CORPORATION ("Lender") that portion of the principal amount of $37,500,000 that
may from time to time be disbursed and outstanding under this note together with
interest.
This note is a "Warehouse Note" under the Amended and Restated Loan
Agreement (as renewed, extended, amended, or restated, the "Loan Agreement")
dated as of January 31, 1997, between ▇▇▇▇▇▇▇▇, Lender, certain other Lenders,
and Bank One, Texas, N.A., as Agent for Lenders. All of the defined terms in
the Loan Agreement have the same meanings when used, unless otherwise defined,
in this note.
This note incorporates by reference the principal and interest payment
terms in the Loan Agreement for this note, including, without limitation, the
final maturity, which is the Warehouse-Actual-Termination Date. Principal and
interest are payable to the holder of this note through Agent at either (a) its
offices at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or (b) at any other address so
designated by Agent in written notice to Borrower.
This note incorporates by reference all other provisions in the Loan
Agreement applicable to this note, such as provisions for disbursements of
principal, applicable-interest rates before and after Default, voluntary and
mandatory prepayments, acceleration of maturity, exercise of Rights, payment of
attorneys' fees, court costs, and other costs of collection, certain waivers by
▇▇▇▇▇▇▇▇ and other obligors, assurances and security, choice of Texas and United
States federal Law, usury savings, and other matters applicable to Loan
Documents under the Loan Agreement.
This note is an amendment, restatement, renewal, extension, modification
of, consolidation of, and substitution for, the existing Warehouse Notes (as the
same may have been amended and replaced to the date hereof, the "Former Notes")
which Former Notes were executed and delivered pursuant to the Loan Agreement.
MATRIX FINANCIAL SERVICES CORPORATION, as Borrower
By /s/
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Exhibit A-2
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