Exhibit 10.9


 


CORRESPONDENT 


AGREEMENT


FORM 200 


 


This Correspondent Loan Purchase Agreement (“Agreement”), dated the 26th
day of April, 2004, by and between CitiMortgage, Inc. (“CMI”), for
itself and on behalf of Citibank, FSB, Citibank (West), FSB, and Citibank,
N.A., and;


 


	
  HOME LOAN CENTER, INC (“Correspondent”).

  



 


In
consideration of the terms contained in this Agreement, CMI and Correspondent
agree as follows:


 


1.     PURCHASE AND SALE OF MORTGAGE LOANS


 


From
time to time, Correspondent may sell to CMI and CMI may purchase from
Correspondent one or more residential mortgage, home equity or other loans (“Loan(s)”)
in accordance with the terms, conditions, requirements, procedures,
representations and warranties set forth in the “CitiMortgage, Inc.
Correspondent Manual” and all amendments, bulletins, program requirements and supplements
to such Manual (collectively hereinafter referred to as the “CMI Manual”), and
this Agreement. CMI and Correspondent agree that the CMI Manual is incorporated
by reference herein and is part of this Agreement. Further, CMI and
Correspondent agree that Citibank, FSB; Citibank (West), FSB; and Citibank,
N.A. are intended third party beneficiaries of this Agreement.


 


For
each Loan offered for sale by Correspondent to CMI, Correspondent will deliver
Loan documentation to CMI in accordance with the applicable terms, conditions,
requirements, procedures, representations and warranties set forth in the CMI
Manual. CMI may purchase Loans with or without conducting a complete review of the
Loan documentation. CMI’s review of, or failure to review, all or any portion
of the Loan documentation shall not affect CMI’s rights to demand repurchase of
a Loan or any other CMI right or remedy provided by this Agreement.


 


For
each Loan CMI agrees to purchase, CMI shall pay the amount agreed upon by CMI
and Correspondent (“Purchase Price”) in accordance with the applicable
provisions of the CMI Manual. CMI may offset against the Purchase Price any
outstanding fees or other amounts owing from Correspondent to CMI in connection
with the particular purchase or other transactions.


 


As
of the date CMI purchases each Loan, Correspondent will (i) transfer to
CMI all of its right, title and interest in and to each Loan, including without
limitation all documents held or subsequently acquired by Correspondent
relating to each Loan and (ii) execute all documents necessary to transfer
such right, title and interest to CMI.


 


2.     REPRESENTATIONS AND
WARRANTIES


 


Correspondent
represents, warrants and
covenants throughout the term of this Agreement as follows:


 


(a)   That it is duly organized, validly existing, in good standing, qualified
and authorized to do business in each jurisdiction where it originate Loans or
where a property securing any of its Loans is located; that all corporate or
other actions and approvals necessary for the execution and performance of this
Agreement have been taken and/or received; and that no consent from any third
party is required for the execution and performance of this Agreement.


 


(b)   That it (i) holds and
shall maintain in good standing throughout the term of this Agreement all
applicable license(s) and/or registration(s) in each jurisdiction
that is/are necessary for Correspondent’s Loan origination, purchase and sale activities under this Agreement and (ii) is
in full compliance with all laws in each jurisdiction which govern
Correspondent’s activities under this Agreement. Correspondent agrees to
promptly provide CMI with copies of all such license(s) and/or
registration(s) upon request by CMI.


 


(c)   That it will allow CMI to periodically investigate the financial
(including but not limited to obtaining corporate and/or individual credit
reports) and other status of Correspondent and, if necessary, the financial and
other status of Correspondent’s directors, officers and/or employees. If
necessary, Correspondent shall cooperate with CMI to obtain the written consent
of one or more of Correspondent’s directors, officers and/or employees to such
periodic investigation. Correspondent agrees that the failure to obtain such
consent may result in the termination of this Agreement in accordance with the
provisions of Sec. 7.


 


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(d)   That it is thoroughly familiar with and will comply with all applicable
federal (including but not limited to the Real Estate Settlement Procedures
Act, Truth-In-Lending Act, Equal Credit Opportunity Act and federal fair
lending laws), state and, if necessary, local laws and regulations directly or
indirectly relating to its activities under this Agreement (including but not
limited to involvement in such activities of individuals convicted of crimes
involving dishonesty or breach of trust).


 


(e)   That Correspondent is an approved seller/servicer of conventional
residential adjustable and fixed-rate mortgage Loans for Fannie Mae, Freddie
Mac, and/or is a FHA-, VA- and/or HUD- approved mortgagee; that Correspondent
is duly qualified, licensed, registered and otherwise authorized under all
applicable laws and regulations and is in good standing to (i) originate,
sell, endorse and assign Loans and, if applicable, the related Loan collateral
to CMI, (ii) service Loans in the jurisdiction(s) where, if
applicable, the properties securing such Loans are located for Fannie Mae, Freddie
Mac, FHA or VA, and (iii) no event has occurred that would make
Correspondent unable to comply with Fannie Mae, Freddie Mac, FHA, VA or HUD
eligibility requirements or that would require notification to Fannie Mae,
Freddie Mac, FHA or VA or HUD.


 


(f)    That it does not believe, nor does it have any reason or cause to
believe, it cannot perform every covenant contained in this Agreement or
continue to carry on its business substantially as now conducted; that it is
solvent and the sale of Loans will not cause it to become insolvent; that no
action, suit, proceeding or investigation pending or threatened against
Correspondent, either alone or in the aggregate, may result in its inability to
carry on its business substantially as now conducted; and that the sale of
Loans under this Agreement is not undertaken with the intent to hinder, delay
or defraud any of its creditors.


 


(g)   That it has obtained and reviewed or will, upon execution of this
Agreement, promptly obtain and review the CMI Manual and will fully comply with
its terms, conditions, requirements and procedures.


 


(h)   That it does not currently and will not in the future employ any entity
or individual on the Freddie Mac exclusionary list.


 


(i)    That neither this Agreement nor any statement, report or other
information provided or to be provided pursuant to this Agreement (including
but not limited to the statements and information contained in the
documentation for each Loan purchased by CMI) contains or will contain any
misrepresentation or untrue statement of fact or omits or will omit to state a
fact necessary to make the information not misleading. The provisions of this
sub-section shall not apply to information obtained from (i) appraisers,
escrow agents, title companies, closers, credit reporting agencies or any other
entity approved by CMI (“Approved Entity”) unless Correspondent knows or has
reason to believe that any information provided by such Approved Entity is not
true, correct or valid in any material respect and (ii) the Loan applicant(s) unless
Correspondent knows, has reason to believe or, after performing its normal due
diligence and quality control review, should have known that any information
provided by the Loan applicant(s) is not true, correct or valid in any
material respect.


 


(j)    That the documentation for each Loan sold to CMI (i) shall be duly
executed by the borrower(s), (ii) shall create a valid and legally binding
obligation of the borrowers(s) and (iii), if applicable, shall create a
fully enforceable first or subordinate lien on the property securing repayment of the Loan.


 


(k)   That each mortgage, home equity or other Loan (i) shall be fully
enforceable and originated in accordance with the terms, conditions,
representations, warranties and covenants contained in the CMI Manual and this
Agreement which were in effect as of the Loan closing date, (ii), if
applicable, was serviced in accordance with applicable Fannie Mae, Freddie Mac,
FHA, VA and/or HUD requirements
and industry standards, and (iii) is
subject to no defects or defenses, including but not limited to damage to the
property securing the Loan, lien imperfections or environmental risk.


 


(I)    That any third-party originators referring, or
in any way involved with, any Loan shall be, at a minimum, approved by
Correspondent according to Fannie Mae, Freddie Mac, FHA, VA and/or HUD guidelines for approving third-party originators as described
in the CMI Manual.


 


(m)  That it will immediately notify CMI if it (i) fails
to maintain any license or registration in violation of Sec. 2(b) above
and/or (ii) becomes subject to any enforcement and/or investigative


 


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proceeding
by any licensing or regulatory authority or agency and/or (iii) is named
as a party or becomes involved in any material litigation.


 


(n)   That it will immediately notify CMI if (i) Correspondent and/or any
of its principal director(s) or owner(s) becomes the debtor in any
voluntary or involuntary bankruptcy proceeding, (ii) Correspondent and/or
any of its principal director(s) or owner(s) requests the appointment
of a receiver and/or (iii) Correspondent and/or any of its principal
director(s) or owner(s) has incurred or is likely to incur a material,
adverse change in its/their financial condition.


 


(o)   That it will immediately notify CMI of any material change in ownership
and/or management.


 


(p)   That it will promptly respond to or otherwise comply with CMI’s
reasonable request(s) for periodic financial statements of Correspondent
and/or any of its principal director(s) or owners and any other
documentation required by CMI in connection with the recertification of
Correspondent.


 


(q)   That it will fully comply with all additional representations,
warranties and covenants contained in the CMI Manual.


 


(r)    That all representations, warranties and covenants contained in this
Agreement and the CMI Manual shall survive the expiration and termination of
this Agreement.


 


3.     COSTS


 


Correspondent
shall pay all costs and expenses incurred in connection with the transfer and
delivery of Loans to CMI purchased pursuant to this Agreement, including but
not limited to mortgage Loan assignment preparation and recording fees, fees
for title policy endorsements and continuations, and Correspondent’s attorneys’
fees.


 


4.     CORRESPONDENT ADVERTISING; NON-SOLICITATION AND CUSTOMER PRIVACY


 


Correspondent
may advertise to the public the availability of various Loan programs, but
Correspondent may not, in any way, directly or indirectly identify CMI in all
such advertising unless (i) required by applicable law or (ii) CMI
has, in advance, approved use of CMI’s name in such advertising.


 


Correspondent
agrees that the borrower(s) on all Loans shall, at the time of purchase by
CMI, become the exclusive customers of CMI for all Loan-related purposes. During
the first twelve (12) months after the date any Loan is purchased by
CMI, Correspondent represents and warrants that Correspondent, Correspondent’s
directors, officers, employees, agents or affiliates will
not, without the prior consent of CMI, (i) use targeted
advertising, solicit or otherwise directly encourage or incent the Loan
borrower(s) to refinance or prepay the Loan that was purchased by CMI, (ii) prepare, sell or distribute any customer list incorporating the
names, addresses or any non-public personal information of such borrower(s) or (iii)
use any such customer list to solicit, promote, or allow any other entity to solicit or promote,
the sale of financial services or products to any such 

borrower(s). CMI and Correspondent agree that nothing contained herein shall
prohibit advertising or solicitation by Correspondent that is directed to the
general public in the area where the Loan borrower(s) reside(s).


 


Correspondent
acknowledges that it has received a copy of the Citigroup Privacy Promise
and/or Citigroup Privacy Policy and, to the extent necessary, shall comply with
all applicable provisions of such Promise and/or Policy. Correspondent also
agrees that it shall comply with all applicable federal or state laws related
to the use and/or retention of the non-public personal and/or financial
information associated with all Loans and the related Loan borrower(s).


 


5.     TERM


 


This
Agreement is for an initial one-year term and shall automatically renew for
successive one-year terms, unless terminated pursuant to Section 7 of this
Agreement.


 


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6.     RELATIONSHIP BETWEEN CMI AND CORRESPONDENT


 


This
Agreement will not create any agency between Correspondent and CMI.
Correspondent shall conduct its business under this Agreement as an independent
contractor and shall have the rights and responsibilities of an independent
contractor.


 


CMI
shall not be responsible for any actions or omissions by Correspondent.
Correspondent agrees it will not represent, orally, in writing, by implication
or otherwise, that it can act in any capacity on behalf of CMI.


 


CMI
is prescribing no marketing plan for Correspondent and
exercises no control over the methods, operations and practices of
Correspondent except as provided in this Agreement and the CMI Manual.


 


Correspondent
acknowledges it is not selling or distributing CMI’s services, and CMI has made
no promise, representation or warranty regarding the profitability of any
arrangement with Correspondent.


 


Correspondent
and CMI acknowledge that each will be providing the other party with valuable
proprietary information (“Confidential Information”), including but not limited
to information regarding CMI’s or Correspondent’s products, programs,
underwriting policies, procedures and customers. Except as necessary to perform
its obligations under this Agreement or as required by law, each party will not
disclose any Confidential Information to any person outside that party’s
organization and will limit access to this information within its organization
on a strict “need to know” basis. Each party agrees to notify all of its
directors, officers, employees and other agents of its obligations regarding
Confidential Information and will cause such directors, officers, employees and
other agents to comply with such obligations.


 


7.     TERMINATION


 


CMI
may immediately terminate this Agreement without notice and CMI then will have
no further obligations under this Agreement upon: (1) the failure of
Correspondent to perform or abide by any term, condition, covenant or
obligation contained in this Agreement or the CMI Manual; (2) the finding
by CMI that any representation or warranty made by Correspondent is false or
incorrect in any material respect; (3) commencement by or against
Correspondent of any bankruptcy, insolvency or similar proceedings; (4) CMI’s
determination that Correspondent’s actions contravene the terms and conditions
of this Agreement or could adversely impact CMI’s activities or reputation; or (5) the
failure of loans sold by Correspondent to CMI pursuant to this Agreement to
satisfy CMI’s expectations regarding loan quality and/or performance.


 


Either
party may terminate this Agreement for any other reason upon thirty (30)
calendar days prior notice to the other. In the event of termination,
Correspondent shall fully cooperate with and assist CMI in obtaining the
documentation necessary to complete the processing and full resolution of all matters
(including but not limited to the delivery of all application and/or closed loan
documents and, if applicable, all Loan insuring documentation) relating to all
Loans purchased by CMI.


 


8.     ASSIGNMENT


 


Correspondent
may not assign this Agreement or any of its responsibilities under this
Agreement. This Agreement and all rights, obligations and responsibilities
hereunder may be assigned by CitiMortgage, Inc., without consent of the
Correspondent, to any corporation or bank more than 50% of the voting stock of
which is, directly or indirectly, owned by Citigroup, Inc.


 


9.     NON-EXCLUSIVE AGREEMENT


 


Correspondent’s
rights under this Agreement are on a non-exclusive basis. CMI shall be free to
market its products and services to, and to contract with, other parties and
customers as it deems appropriate.


 


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10.   INDEMNIFICATION


 


Correspondent
agrees to indemnify and hold CMI harmless from any and all claims, actions and
costs, including reasonable attorneys’ fees and costs, arising from (i) Correspondent’s
performance or failure to perform under the terms, conditions or obligations of
this Agreement or the CMI Manual (including but not limited to Correspondent’s
failure to timely deliver all documents and records associated with or related
to all Loans purchased by CMI pursuant to this Agreement), (ii) any fraud,
misrepresentation or breach of any representation, warranty or covenant
contained this Agreement or the CMI Manual and/or (iii) Correspondent’s
advertisements, promotions or other activities. This indemnification shall
extend to any action or inaction by the directors, officers, employees, agents,
independent contractors or other representatives of Correspondent and shall
survive the expiration and termination of this Agreement.


 


11.   CURE OR REPURCHASE


 


If
CMI, in its sole and exclusive discretion, determines any Loan purchased
pursuant to this Agreement:


 


(i)    was underwritten and/or originated in violation of any term, condition,
requirement or procedure contained in this Agreement or the CMI Manual in
effect as of the date CMI purchased such Loan;


 


(ii)   was underwritten and/or originated based on any materially inaccurate
information or material misrepresentation made by the Loan borrower(s),
Correspondent, Correspondent’s directors, officers, employees, agents,
independent contractors and/or affiliates, or any other party providing
information relating to said Loan;


 


(iii)  was or is capable of being rescinded by the applicable borrower(s) pursuant
to the provisions of any applicable federal (including but not limited to the
Truth-In-Lending Act) or state law or regulation;


 


(iv)  must be repurchased from any secondary market investor (including but
not limited to the Fannie Mae, Freddie Mac, FHA, VA, HUD or Government National
Mortgage Association) due to a breach by Correspondent of any representation,
warranty or covenant contained in this Agreement or the CMI Manual or a failure
by Correspondent to comply in all material respects with the applicable CMI
Manual terms, conditions, requirements and procedures; and/or


 


(v)   was subject to an Early Payment Default (as defined in the CMI Manual), an Early Payoff (as defined
in the CMI Manual) or any other payment related defect (as defined in the CMI
Manual)


 


Correspondent
will, upon notification by CMI, correct or cure such defect within the time prescribed
by CMI to the full and complete satisfaction of CMI. If, after receiving such
notice from CMI, Correspondent is unable to correct or cure such defect within
the prescribed time, Correspondent shall, at CMI’s sole discretion, either (i) repurchase
such defective Loan from CMI at the price required by CMI (“Repurchase Price”)
or (ii) agree to such other remedies (including but not limited to
additional indemnification and/or refund of a portion of the Loan purchase
price) as CMI may deem appropriate. If CMI requests a repurchase of a defective
Loan, Correspondent shall, within ten (10) business days of Correspondent’s
receipt of such repurchase request, pay to CMI the Repurchase Price by cashier’s
check or wire transfer of immediately available federal funds. If such
defective Loan is owned by CMI at the time of repurchase by Correspondent, CMI
shall, upon receipt of the Repurchase Price, release to Correspondent the
related mortgage file and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse or warranty, as shall be
necessary to vest in Correspondent or its designee title to the repurchased
Loan.


 


Correspondent
agrees and acknowledges that the provisions of this Sec. 11 do not, in any way,
eliminate, diminish or impair Correspondent’s indemnification obligations
contained in Sec. 10.


 


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12.   GOVERNING LAW; VENUE


 


This Agreement shall be governed by the laws of the State of Missouri
and applicable federal law.


 


CMI
and Correspondent agree that any action, suit or proceeding to enforce or
defend any right or obligation under this Agreement or otherwise arising out of
either party’s performance under this Agreement shall be brought in St. Louis
County Circuit Court or the United States District Court for the Eastern
District of Missouri and each party irrevocably submits to the jurisdiction of
either forum and waives the defense of an inconvenient forum to the maintenance
of any such action, suit or proceeding in such state or federal court and any
other substantive or procedural rights or remedies it may have with respect to
the maintenance of any such action or proceeding in either forum.


 


13.   NOTICE


 


All
notices to CMI shall be sent in accordance with the applicable provisions of
the CMI Manual and shall be addressed according to such provisions.


 


Prior
to or at the time Correspondent executes this Agreement, it shall provide CMI
with one or more procedures and addresses for delivering notices pursuant to
this Agreement. In addition to these procedures and addresses, Correspondent
agrees and acknowledges that CMI may deliver all notices required by this
Agreement in writing to Correspondent at the address listed on the last page of
this Agreement.


 


14.   MODIFICATION; MERGER; ENTIRE AGREEMENT; NO
WAIVER OF RIGHTS


 


This
Agreement may not be modified except by a document or record signed by both CMI
and Correspondent. This Agreement (including the CMI Manual) contains the
entire agreement of the parties and supersedes all previous agreements
(including all amendments thereto) between the parties hereto. Any
representations, promises or agreements not contained in this Agreement or the
CMI Manual shall have no force or effect. The failure of either party to
exercise any right given to it under this Agreement or to insist on strict
compliance of any obligation under this Agreement shall not constitute a waiver
of any right, including the right to insist on strict compliance in the future.


 


15.   ON-SITE REVIEW AND DOCUMENT COLLECTION


 


Correspondent
shall permit any officer,
employee or designated representative of CMI, at any reasonable time during
regular business hours and upon reasonable advance notice by CMI, to conduct an
examination and audit on Correspondent’s premises of any of the processes
implemented and documents kept by Correspondent regarding any Loan purchased by
CMI pursuant to this Agreement. If Correspondent fails to timely deliver, in
accordance with the applicable terms and conditions specified in the CMI
Manual, all documents and records associated with or related to any Loan
purchased by CMI pursuant to this Agreement, Correspondent shall also give CMI
and its officers, employees, or designated representatives reasonable access to
Correspondent’s premises in order to allow CMI to retrieve, prepare or
otherwise obtain all such documents and records. Correspondent shall also make
its officers, employees and/or designated representatives available to CMI and
shall cooperate with CMI in all such examinations, audits and document and
record collection activities.


 


16.   AUTHORITY TO EXECUTE AGREEMENT


 


Correspondent
represents and warrants that it has all requisite power, authority and capacity
to enter into this Agreement and to perform all obligations required of it
hereunder. The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have each been duly and validly authorized
by all necessary action(s). Correspondent shall, upon request by CMI, execute
such supplemental resolutions, acknowledgments and/or certifications as may be
reasonably necessary to evidence such power, authority and capacity.


 


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17.   CORRESPONDENT GRANT
OF LIMITED POWER OF ATTORNEY


 


Correspondent
hereby appoints CMI and the directors, officers, employees, agents, successors
and assigns of CMI as its
true and lawful attorney-in-fact
without right of revocation and with full power of substitution for and in its place and stead to (i) demand and control all sums due on Loans purchased pursuant to this Agreement and to enforce all rights with respect thereto, (ii) endorse,
mark, place or otherwise evidence Correspondent’s name as payee on all checks,
drafts, acceptances or other form of partial or full Loan payment delivered or
tendered to CMI, (iii) endorse, mark, place or otherwise evidence Correspondent’s name on all notes, mortgages, deeds of trust, and other
forms of security instruments or collateral and all assignments, full or
partial releases or satisfactions
of said mortgages, deeds of trust,
and other forms of security instruments or collateral for all Loans purchased pursuant to this
Agreement. Correspondent agrees to execute such other documents as CMI may reasonably request to evidence the appointment of CMI as Correspondent’s attorney-in-fact.


 


18.  MISCELLANEOUS


 


All
capitalized terms not otherwise defined herein shall have the meanings
attributed to them in the CMI Manual. All Section headings are for
convenience only and shall not be construed as part of this Agreement. Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
portions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction and, to accomplish this purpose, the provisions
hereof are severable. This Agreement shall not
be effective until signed by both parties.


 


IN
WITNESS WHEREOF, the duly authorized officers of CMI and Correspondent have
executed this Agreement as of the date first above written.


 


 


	
  CITIMORTGAGE,
  INC.

  	
   

  	
  Home Loan Center

  
	
          (CMI)

  	
  CORRESPONDENT

  
	
   

  	
   

  
	
  By

  	
  /s/
  Richard P. McCoppin

  	
   

  	
  By

  	
  /s/ Robert Hill

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   Vice President

  	
   

  	
  Title

  	
    SVP Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
  3-29-05

  	
   

  	
  Date

  	
  May 7th, 2004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  RICHARD P. McCOPPIN

  	
   

  	
  Correspondent
  Notice Address:

  
	
  Manager Eligibility & Wholesale MIS

  	
   

  	
    18191
  Von Karman Ave, Suite 300

  
	
  CitiMortgage, Inc.

  	
   

  	
   

  
	
  1000 Technology Drive/MS 111

  	
   

  	
    Irvine,
  CA 92612

  
	
  O’Fallon, MO 63304

  	
   

  	
   

  
	
  (636) 261-0151/GEID #0002093401

  	
   

  	
   

  
							



 


 


NOTE: THE TEXT OF THIS AGREEMENT MAY NOT
BE CHANGED IN ANY MANNER WITHOUT THE EXPRESS PERMISSION OF CITIMORTGAGE, INC.
(Except for the Addendum attached hereto)


 


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ADDENDUM


TO


LOAN PURCHASE AGREEMENT


 


The
parties set forth below have entered into this Addendum to amend the terms and
conditions of the Correspondent Loan Purchase Agreement between Home Loan Center, Inc.
(“HLC”) and CitiMortgage, Inc. (“Purchaser”) dated April 26, 2004
(the “Agreement”). All capitalized terms in this Addendum that are not
otherwise defined shall have the meanings set forth for such terms in the
Agreement. In the event of any inconsistency between the Agreement and this
Addendum, the terms and conditions of this Addendum shall control.


 


From
time to time, HLC or its affiliates may send email or other communications to
its customers who opt in to receive certain types of communications from HLC or
its affiliates or are solicited by third parties on behalf of HLC without
knowledge of Purchaser’s relationship to such customers (“Permitted
Communications”). Permitted Communications (which may include information
regarding service providers that compete with Purchaser) shall not be
considered a violation of the Agreement. Notwithstanding the foregoing,
Permitted Communications may not be designed to specifically target HLC’s
customers whose loans have been sold to Purchaser.


 


Notwithstanding
anything to the contrary contained in the Agreement, if the Agreement is
terminated, Purchaser shall remain responsible to pay the Purchase Price with
respect to any Loan.


 


 


	
   

  	
  /s/ Robert Hill

  
	
   

  	
  May 7, 2004

  
	
   

  	
  Robert Hill

  
	
   

  	
  Svp Finance

  
	
   

  	
  Home Loan Center

  



 


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