EXHIBIT 2.2
CONFORMED COPY
EXHIBIT F
SERVICING PURCHASE AGREEMENT
This Servicing Purchase Agreement, dated
February 26, 1996 (this "Agreement") by and between
Arrow Financial Corporation ("AFC"), a New York
business corporation having its principal office at ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, Arrow Vermont
Corporation ("AVC"), a Vermont business corporation
having its principal office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, and Green Mountain Bank ("GMB"), a
Vermont-chartered banking corporation having its principal
office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (sometimes
collectively referred to as the "Company") and ALBANK,
fsb ("ALBANK"), a federally chartered stock savings
bank having its principal office at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
W I T N E S S E T H:
THAT WHEREAS, AFC is a bank holding company
which owns all of the capital stock of AVC, which in
turn owns all of the capital stock of GMB, a Vermont
banking corporation conducting business in the State of
Vermont; and
WHEREAS, ALBANK is a federal savings bank
conducting business in the states of New York,
Massachusetts and Vermont; and
WHEREAS, the Company operates six branch
offices in Vermont, some of which ALBANK desires to
acquire, and in connection therewith ALBANK desires to
acquire certain assets and assume certain liabilities
of the Company, and the Company desires to transfer to
ALBANK said assets and liabilities, all as more
particularly described in a Purchase and Assumption
Agreement (the "Purchase and Assumption Agreement") of
even date herewith between AFC, AVC and GMB and ALBANK;
and
WHEREAS, in connection with the transaction
described in the foregoing clause, the Company wishes
to sell the Servicing Business, as defined below, to
ALBANK, and ALBANK wishes to purchase the Servicing
Business from the Company;
NOW, THEREFORE, in consideration of the
premises and the mutual covenants and conditions
contained herein, the Company and ALBANK agree as
follows:
ARTICLE I
DEFINITIONS
Whenever used herein, the following words and
phrases, unless the context otherwise requires, shall
have the following meanings:
"Act" shall mean the ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇
National Affordable Housing Act of 1990, as amended
from time to time.
"Advances" shall mean amounts that have been
advanced by GMB in connection with servicing the
Serviced Loans (including, without limitation,
principal, interest, taxes and insurance premiums) and
which have been paid by GMB as the servicer of the
Serviced Loans.
"Agency" shall mean the Federal Home Loan
Mortgage Corporation, Federal National Mortgage
Association, Federal Housing Administration, Government
National Mortgage Association, Department of Housing
and Urban Development, Veteran's Administration, Small
Business Administration, Vermont Housing Finance Agency
or other state agency, as applicable.
"Assignment of Mortgage" shall mean an
assignment of the Mortgage, notice of transfer or
equivalent instrument in recordable form, sufficient
under the laws of the jurisdiction wherein the related
Mortgaged Property is located to reflect the sale of
the Mortgage to an Investor.
"Business Day" shall mean any day other than
(i) a Saturday or Sunday, or (ii) a day on which
banking and savings and loan institutions in the states
of Vermont and New York are authorized or obligated by
law or executive order to be closed.
"Closing Date" shall mean the date on which
the Servicing Business is transferred to ALBANK, which
shall be the date on which the closing occurs under the
Purchase and Assumption Agreement.
"Custodial Agreement" shall mean the
agreement or agreements, if any, governing the
retention of the originals of any Mortgage Note,
Mortgage, Assignment of Mortgage and other Mortgage
Loan Documents
"Custodian" shall mean the Person performing
the custodial responsibilities under any Custodial
Agreement.
"Escrow Account" shall mean an account
maintained for the deposit of Escrow Payments received
in respect of one or more Serviced Loans.
"Escrow Payments" shall mean with respect to
any Serviced Loan, payments in respect of ground rents,
taxes, assessments, water rates, sewer rents, municipal
charges, mortgage insurance premiums, fire and hazard
insurance premiums, condominium charges, buydown funds,
optional insurance funds, flood insurance and any other
payments required to be escrowed by the Mortgagor with
the mortgagee pursuant to the requirements of the
Mortgage or any other document.
"Investor" shall mean any owner, purchaser or
beneficiary of a Serviced Loan (including a trustee)
and/or any proceeds thereof, or of an interest in such
Serviced Loan.
"MI Policy" shall mean a policy or
certificate of primary mortgage guaranty insurance.
"Monthly Payment" shall mean the scheduled
monthly payment of principal and interest on a Serviced
Loan.
"Mortgage" shall mean the mortgage, deed of
trust or other instrument securing a Mortgage Note,
which creates a first lien on an unsubordinated estate
in fee simple or a leasehold estate in real property
securing the Mortgage Note.
"Mortgage Loan" shall mean any mortgage loan
serviced by GMB which is designated on Exhibit 1.1 as a
Mortgage Loan with respect to which the Servicing
Rights are transferred to ALBANK pursuant to this
Agreement. Each Mortgage Loan includes without
limitation the Servicing File, the Monthly Payments,
principal prepayments, liquidation proceeds,
condemnation proceeds, insurance proceeds, REO
disposition proceeds and all other rights, benefits,
proceeds and obligations arising from or in connection
with the servicing of such Mortgage Loan on and after
the Closing Date.
"Mortgage Note" shall mean the note or other
evidence of the indebtedness of a Mortgagor secured by
a Mortgage.
"Mortgaged Property" shall mean the real
property or leasehold estate securing repayment of the
debt evidenced by a Mortgage Note.
"Mortgagor" shall mean the obligor on a
Mortgage Note.
"Person" shall mean any individual,
corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated
organization, government or any agency or political
subdivision thereof.
"Prior Servicer" shall mean any servicer of a
Serviced Loan other than GMB.
"Purchase Price" shall mean the amount set
forth in Section 4.3.
"Serviced Loans" shall mean the Mortgage
Loans. Serviced Loans as of the date hereof are listed
on Exhibit 1.1 hereto (and are to be updated as of the
close of business on the Business Day immediately
preceding the Closing Date).
"Serviced Loan Documents" shall mean the
documents pertaining to any Serviced Loan, including
without limitation, originals held by the Company and
originals held by a Custodian or other Person and true
and correct copies of originals not held by the Company
of the Mortgage Note, the Mortgage, the Assignment of
Mortgage and all other assignments (including
assignments or other transfer agreements by Prior
Servicers or the originator of the Serviced Loans), the
title insurance policy and any MI Policy, if
applicable.
"Serviced Loan Schedule" shall mean the
information set forth on Exhibit 1.1 with respect to
the Serviced Loans.
"Servicing Agreements" shall mean those
agreements listed on Exhibit 1.2 hereto between GMB or
its affiliates or the predecessors thereof and the
Investors setting forth the rights and obligations of
GMB with respect to servicing the Serviced Loans, true
and complete copies of which are annexed to Exhibit 1.2
hereto. Servicing Agreements shall also include any
official guidelines, rules, and similar requirements
promulgated by an Agency applicable to the servicing of
the Serviced Loans.
"Servicing Business" shall mean (i) all of
the rights and obligations of GMB under each of the
Servicing Agreements, including the Servicing Rights;
(ii) the Servicing Files; and (iii) the Serviced Loan
Suspense Amount.
"Servicing Fee" shall mean the compensation
which ALBANK shall be entitled to receive pursuant to
the Servicing Agreements from payments made on the
Serviced Loans for its performance of servicing.
"Servicing File" shall mean the documents,
including the Serviced Loan Documents and any
applicable Custodial Agreement, files and other items
which pertain to a particular Serviced Loan including,
but not limited to, the computer files, data disks,
books, records, data tapes, notes and all additional
documents generated as a result of or utilized in
originating and/or servicing each Serviced Loan.
"Serviced Loan Suspense Amount" shall mean,
at any given time, the total amount of funds held by
GMB with respect to Serviced Loans on behalf of the
Investors, including, without limitation, total Escrow
Payments, impound and suspense balances, buydown funds,
loss draft balances, unearned fees, and principal and
interest payments not yet paid to such Investors,
including, where applicable, interest income on account
balances less the amount of GMB's outstanding Advances
reimbursable under the Servicing Agreements and not yet
reimbursed.
"Servicing Rights" shall mean, in accordance
with the Servicing Agreements, (a) all rights to
service the Serviced Loans; (b) all rights to receive
Servicing Fees, additional servicing compensation
(including without limitation any late fees, assumption
fees, penalties or similar payments with respect to the
Serviced Loans, and principal and interest and income
on Escrow Accounts or other receipts on or with respect
to the Serviced Loans), reimbursements or
indemnification for servicing the Serviced Loans, and
any payments received in respect of the foregoing and
proceeds thereof; (c) the right to collect, hold and
disburse Escrow Payments or other similar payments with
respect to the Serviced Loans and any amounts actually
collected with respect thereto, and to receive interest
income on such amounts to the extent permitted by
applicable law; (d) all accounts and other rights to
payment related to any of the Serviced Loans; and
(e) possession and use of any and all Servicing Files
pertaining to the Serviced Loans or pertaining to the
past, present or prospective servicing of the Serviced
Loans.
ARTICLE II
CONVEYANCE FROM THE COMPANY TO ALBANK
ASSUMPTION OF SERVICING BY ALBANK
Section 2.1 Purchase and Sale of Servicing
Business
ALBANK hereby agrees to purchase from GMB,
and GMB agrees to sell, assign, transfer, convey and
deliver to ALBANK, the Servicing Business, subject to
the terms and conditions of this Agreement and the
Purchase and Assumption Agreement.
Section 2.2 Conveyance of Servicing
Business; Delivery of Servicing Files; Payment of
Serviced Loan Suspense Amount; Payment of Purchase
Price
On the Closing Date (i) GMB shall sell,
transfer, assign, set over and convey to ALBANK all of
its right, title and interest in, under and to the
Servicing Agreements and ALBANK shall assume the duties
and obligations of GMB thereunder; (ii) GMB shall
transfer to ALBANK the Servicing Files in its
possession and the originals of the Servicing
Agreements; (iii) GMB shall transfer to ALBANK in
immediately available funds by wire transfer, the
Serviced Loan Suspense Amount as of the close of
business on the Business Day immediately preceding the
Closing; and (iv) ALBANK shall transfer to GMB or its
designee, by wire transfer in immediately available
funds, the Purchase Price. On the Closing Date, GMB
shall discontinue its servicing activities under the
Servicing Agreements, and ALBANK shall begin servicing
the Serviced Loans.
Section 2.3 Record Title
On the Closing Date, record title to each
Mortgage and the related Mortgage Note (i) then in the
name of an Investor, Custodian or trustee, shall remain
in the name of such Investor, Custodian or trustee; and
(ii) then in the name of AFC, AVC or GMB, or their
predecessors, shall be transferred by AFC, AVC or GMB,
as appropriate, to ALBANK or its designee. The Company
shall bear the cost and expense of preparing, and
ALBANK of recording, any Assignments of Mortgages and
endorsements of Mortgage Notes for any transfers of
record title required under subsection (ii) above with
respect to Serviced Loans.
ARTICLE III
COVENANTS AND AGREEMENTS
Section 3.1 Company Covenants
(a) Notice, Approvals, Consents and Filings.
Prior to the Closing Date, the Company shall, at its
own expense, in accordance with the relevant provisions
of the Act, mail or cause to be mailed to the Mortgagor
of each Serviced Loan a letter (in form and substance
mutually acceptable to ALBANK and the Company) advising
the Mortgagor of the transfer of the servicing thereof
and the Escrow Account therefor, if any, to ALBANK.
The Company shall transmit to the applicable taxing
authorities and insurance agencies (including MI Policy
insurers) notification of the transfer of the servicing
of the Serviced Loans to ALBANK and instructions to
deliver all notices, statements and tax bills, as the
case may be, to ALBANK from and after the Closing Date.
In addition, prior to the Closing Date, the Company
shall, at its own expense, obtain all approvals and
consents, give or cause to be given notice, and make or
cause to be made all filings required to be given by it
under applicable law, regulations or order, the
Servicing Agreements or otherwise with respect to the
transfer of the Servicing Business pursuant to this
Agreement and shall pay (i) all of the costs, if any,
incurred to give such notices, secure such approvals
and consents and make such filings, and (ii) any
transfer fees. Without limiting the generality of the
foregoing, the Company shall be responsible for giving
any notices and obtaining any consents required under
the Servicing Agreements unless the assignee or
transferee of servicing is specifically required to
give such notice or obtain such consent under the terms
of such agreement. Copies of all such notices,
approvals, consents and filings shall be delivered by
the Company to ALBANK on or prior to the Closing Date.
(b) Delivery of Servicing Files and Records.
At least two (2) Business Days prior to the Closing
Date, the Company shall forward, or cause to be
forwarded, to ALBANK all Servicing Files and certified
true copies of any other documents in the Company's
possession relating to each Serviced Loan.
(c) Suspense Amount Reconciliation. Within
three (3) Business Days after the Closing Date, the
Company shall provide ALBANK with an accounting
statement of the calculation of the Serviced Loan
Suspense Amount sufficient to enable ALBANK to
reconcile the amount of each payment, account and
balance constituting such Amount to the account of each
Serviced Loan. On or prior to the tenth (10th)
Business Day after ALBANK receives the accounting
statement, (x) the Company and ALBANK shall resolve any
discrepancies between the Company's accounting
statement and ALBANK's reconciliation with respect
thereto and (y) the Company or ALBANK, as the case may
be, shall transfer to the other, in immediately
available funds by wire transfer, any amounts to which
the other party is entitled.
(d) Mortgage Payments Received After Closing
Date. The Company shall forward to ALBANK the amount
of any and all payments (including but not limited to
any and all Monthly Payments, Escrow Payments and
principal prepayments) received by it after the Closing
Date with respect to the Serviced Loans. The Company
shall notify ALBANK of the particulars of the payment,
which notification shall set forth sufficient
information to permit appropriate processing of the
payment by ALBANK.
(e) Misapplied Payments. The party
receiving notice of a misapplied payment occurring
prior to the Closing Date and discovered after the
Closing Date shall immediately notify the other party
and shall accompany such notification with the original
of the applicable canceled check or similar supporting
documentation (unless the other party is the party that
has access to such documentation). All parties shall
cooperate in correcting misapplication errors.
(f) Books and Records. On or before the
Closing Date, the Company shall maintain its books,
records and accounts with respect to the Servicing
Business and the Serviced Loans in accordance with the
Servicing Agreements and in all material respects in
accordance with generally accepted accounting
principles.
(g) Reconciliation. The Company shall, on
or before the Closing Date, reconcile all balances and
accounts and in connection therewith make any monetary
adjustments reasonably and timely required by ALBANK in
accordance with applicable law the necessity of which
is demonstrated to ALBANK's and the Company's mutual
reasonable satisfaction. On or prior to the tenth
(10th) Business Day after the Closing Date, the Company
and ALBANK shall resolve any disputes regarding Closing
Date accounts, balances, interest rate adjustments and
the funding of accounts.
(h) IRS Forms. The Company and ALBANK shall
cooperate to see that all IRS Forms 1098 or 1099 and
IRS Forms W-9 which are required by the IRS to be filed
as a result of events occurring on or before the
Closing Date are filed not later than the date on which
such forms are required by law to be filed in relation
to the servicing and ownership of the Serviced Loans.
The Company shall provide copies of such forms in its
possession to ALBANK upon request.
(i) Payment of Taxes and Premiums. The
Company shall pay all real estate taxes, hazard and
flood insurance and MI premiums which are due and
payable (the due date being, for purposes of this
clause, the earlier to occur of the first discount date
or the delinquency date) on or prior to thirty (30)
days after the Closing Date to the extent the Company
has received the related ▇▇▇▇ five (5) Business Days
prior to the Closing Date. The Company shall indemnify
ALBANK against any tax penalties incurred in respect of
the Serviced Loans and the servicing thereof prior to
the date which is thirty (30) days following the
Closing Date. Notwithstanding the above, the Company
shall not be liable for the payment of taxes or
penalties assessed thereon in the event the related tax
▇▇▇▇ was not released by the relevant taxing authority
five (5) Business Days prior to the Closing Date,
provided that the Company has timely delivered to
ALBANK any such tax ▇▇▇▇ in its possession.
3.2 ALBANK Covenants
(a) Notices, Approvals, Consents and
Filings. Prior to the Closing Date, ALBANK shall, at
its own expense, obtain all approvals and consents,
give or cause to be given all notices, and make or
cause to be made all filings specifically required to
be obtained, given or made by ALBANK as transferee
under applicable law, regulations or order with respect
to the transfer of the Mortgage Servicing Business from
the Company pursuant to this Agreement and shall pay
all of the costs, if any, incurred to give such
notices, secure such approvals and consents and make
such filings. Copies of all such notices, approvals,
consents and filings shall be delivered by ALBANK to
the Company on or prior to the Closing Date.
ARTICLE IV
CERTAIN RIGHTS OF ALBANK; PURCHASE PRICE
Section 4.1 ALBANK's Right to Conduct Due
Diligence
Between the date hereof and the Closing Date,
ALBANK will be entitled to conduct due diligence with
respect to the Servicing Business. During the conduct
of ALBANK's due diligence, the Company shall cooperate
with ALBANK, including, without limitation, by
providing ALBANK with access to servicing records, loan
files and other Company books and records and to the
Company's officers and employees.
Section 4.2 ALBANK's Right to Terminate
ALBANK shall, at its sole discretion and
election, have the right to terminate this Agreement,
for any or no reason, by written notice to the Company
on or before a date (the "Notice Date") that is two (2)
Business Days prior to the date on which notices are
first required to be mailed to Mortgagors pursuant to
the Act or to the Investors pursuant to any notice
requirements under the Servicing Agreements with
respect to the transfer of servicing hereunder,
provided that ALBANK shall in no event be required to
give notice to the Company of its election to terminate
more than thirty (30) days prior to the anticipated
Closing Date under this Agreement and the Purchase and
Assumption Agreement, and provided further that the
Company and ALBANK shall cooperate to determine the
Notice Date as it relates to the Act, the Servicing
Agreements and the anticipated Closing Date under this
Agreement and the Purchase and Assumption Agreement.
If ALBANK delivers a notice to the Company pursuant to
this Section 4.2, this Agreement shall terminate
pursuant to Section 5.4(c) hereof.
Section 4.3 Purchase Price
The Purchase Price with respect to the
Servicing Business transferred hereunder shall be an
amount equal to $25,000, which shall be paid by ALBANK
at the Closing in accordance with the Purchase and
Assumption Agreement.
ARTICLE V
REPRESENTATIONS, WARRANTIES AND AGREEMENTS
Section 5.1 Representations and Warranties
of the Company
As a condition to the consummation of the
transactions contemplated hereby, the Company makes the
following representations and warranties to ALBANK as
of the date hereof and as of the Closing Date:
(a) Ownership. To the knowledge of the
Company, GMB is the sole owner and holder of the
Servicing Rights with respect to the Serviced Loans.
Its Servicing Rights under the Servicing Agreements
have not been assigned or pledged. Subject to
obtaining all required regulatory approvals and the
giving of all notices required under law and
regulation, GMB has full right and authority to
transfer and sell to ALBANK the Servicing Rights,
Servicing Files, the Servicing Agreements, and all
rights arising thereunder, free and clear of any
encumbrance, equity interest, lien, pledge, charge,
claim or security interest.
(b) No Untrue Information. Neither this
Agreement (insofar as it pertains to the Company) nor
any statement, report or other document which is within
the control of the Company, furnished or to be
furnished pursuant to this Agreement or in connection
with the transactions contemplated hereby, contains any
untrue statement of fact or omits to state a fact
necessary to make the statement contained therein not
misleading.
(c) All Obligations; No Default. All
contractual obligations of the Company with respect to
its servicing of the Serviced Loans are set forth in
the Servicing Agreements. To the knowledge of the
Company, no event has occurred and is continuing which,
but for the passage of time or the giving of notice or
both, would constitute any event of default or a basis
for termination for cause under any Servicing
Agreement.
(d) Compliance with Law. The Company has
complied in all material respects with all requirements
of federal, state or local law applicable to its
servicing of the Serviced Loans under the Servicing
Agreements.
(e) Reaffirmance of Representations and
Warranties. The Company repeats and reaffirms, as if
set forth herein, each and every representation and
warranty in the Purchase and Assumption Agreement to
the extent it refers or relates, expressly or by
implication, to the Servicing Purchase Agreement or the
Servicing Business.
ARTICLE VI
CLOSING CONDITIONS AND TERMINATION
Section 6.1 ALBANK's Conditions
ALBANK's obligation to consummate its purchase
of the Servicing Business on the Closing Date is
subject to the satisfaction or waiver by ALBANK of the
following conditions:
(a) The Company shall have performed in all
material respects all of its covenants and agreements
contained herein which are required to be performed by
it on or prior to the Closing Date.
(b) ALBANK shall have approved of and received
all documentation and other agreements which may be
required to effectuate the transfer of the Servicing
Business by the Company to ALBANK.
(c) Written approval of the transfer of the
Servicing Business to ALBANK hereunder shall have been
received from any party from whom approval is required
under applicable law or the Servicing Agreements,
including consent to assignment and assumption of the
Servicing Agreements.
(d) All representations and warranties of the
Company contained in this Agreement shall be true and
correct in all material respects as of the Closing
Date.
Section 6.2 The Company's Conditions
The Company's obligation to consummate the sale
of the Servicing Business hereunder is subject to the
satisfaction or waiver by the Company of the following
conditions:
(a) ALBANK shall have performed in all
material respects all of its covenants and agreements
contained herein which are required to be performed by
it on or prior to the Closing Date.
(b) The Company shall have approved of and
received all documentation and other agreements which
may be required to effectuate the transfer of the
Servicing Business by the Company to ALBANK.
Section 6.3 Conditions of Both Parties
The obligations of each party to consummate the
sale of the Servicing Business on the Closing Date
shall be subject to the satisfaction, on the Closing
Date, of the condition, which condition may not be
waived, that AFC, AVC, GMB and ALBANK, simultaneously
with the consummation of the transactions contemplated
by this Agreement, shall have consummated the
transactions contemplated by the Purchase and
Assumption Agreement.
Section 6.4 Termination
(a) In the event that the Purchase and
Assumption Agreement shall be terminated prior to the
consummation of the transactions contemplated thereby,
this Agreement shall automatically be deemed
terminated, whereupon this Agreement shall be null,
void and of no effect and the Company and ALBANK shall
have no further rights, obligations or liabilities
hereunder.
(b) Either the Company or ALBANK shall, at
such party's election, have the right to terminate this
Agreement prior to the consummation of the transactions
contemplated hereby if any of the conditions applicable
to its obligations hereunder shall not have been
satisfied on or prior to the Closing Date. Upon
termination, this Agreement shall be deemed terminated
and shall be null, void and of no effect, and the
Company and ALBANK shall have no further rights,
obligations or liabilities hereunder.
(c) This Agreement shall terminate at such
time as ALBANK delivers to the Company a notice of its
intention not to purchase the Servicing Business
pursuant to Section 4.2 hereof. Upon termination, this
Agreement shall be deemed terminated and shall be null,
void and of no effect, and the Company and ALBANK shall
have no further rights, obligations or liabilities
hereunder.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1 Survival
It is understood and agreed that the
representations and warranties set forth in this
Agreement shall expire upon the Closing hereunder or
the termination hereof. Each of the covenants and
agreements hereunder shall survive the Closing for that
period set forth in Section 21(f)(i) of the Purchase
and Assumption Agreement within which any claim for
alleged nonperformance of such covenant or agreement
must be brought or be forever barred, provided that the
covenants and agreements hereunder shall expire upon
termination hereof.
Section 7.2 Costs and Expenses
Except as is otherwise specifically provided in
this Agreement, whether the Closing takes place or
whether this Agreement is terminated, each party shall
pay its own costs and expenses in connection with this
Agreement and the transactions contemplated hereby,
including, but not limited to, all regulatory fees,
attorneys fees and accounting fees. In addition to the
other costs expressly assumed by the Company hereunder,
the Company shall pay any costs and expenses associated
with delivery of the Servicing Files and Servicing
Agreements to ALBANK.
Section 7.3 Cooperation
To the extent reasonably possible, the parties
hereto shall cooperate with and assist each other, as
requested, in carrying out the purposes of this
Agreement, and they shall comply with all material laws
and regulations governing the Servicing Business.
Section 7.4 Notices
All notices, demands and other communications
hereunder shall be in writing and shall be deemed to
have been duly given if delivered in person (provided a
receipt evidencing such delivery is obtained) or by
United States mail, certified or registered, with
return receipt requested, as follows:
(i) if to the Company, to:
Arrow Financial Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Chairman
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Gallop, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(ii) if to ALBANK, to:
ALBANK, a Federal Savings Bank
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Chairman, President and Chief
Executive Officer
with a copy to:
ALBANK, a Federal Savings Bank
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Senior Vice President and
General Counsel
The persons or addresses to which mailings or
deliveries shall be made may be changed from time to
time by notice given pursuant to the provisions of this
Section 7.4. Any notice, demand or other communication
given pursuant to the provisions of this Section 7.4
shall be deemed to have been given on the date actually
received. The exercise by a party of any right or
option granted to it in this Agreement shall be
effected by notice pursuant to this Section 7.4.
Section 7.5 Successors and Assigns
All terms and provisions of this Agreement
shall be binding upon and shall inure to the benefit of
the parties hereto and their respective transferees,
successors and assigns; provided, however, that this
Agreement and all rights, privileges, duties and
obligations of the parties hereto may not be assigned
or delegated by any party hereto without the prior
written consent of the other parties.
Section 7.6 Counterparts
This Agreement may be executed in one or more
counterparts, all of which taken together shall
constitute one instrument.
Section 7.7 Governing Law
This Agreement is made and entered into in the
State of New York and, to the extent that federal law
does not control, the laws of that state shall govern
the validity and interpretation hereof and the
performance of the parties hereto of their respective
duties and obligations hereunder. This Agreement shall
be construed without regard to any presumption or rule
requiring construction against the party that caused
this Agreement to be drafted.
Section 7.8 Captions
The captions contained in this Agreement are
for convenience of reference only, do not form a part
of this Agreement and are not to be deemed full or
accurate descriptions of the contents of any paragraph
or subparagraph.
Section 7.9 Entire Agreement, Modifications,
Waivers
This Agreement, the Exhibits hereto, and the
Purchase and Assumption Agreement and the Exhibits and
Schedules thereto constitute the entire agreement
between the parties hereto pertaining to the subject
matter hereof and supersede all prior and
contemporaneous agreements, understandings,
negotiations and discussions of the parties in
connection therewith not referred to herein. Except as
is otherwise expressly provided in this Agreement, no
supplement, modification or termination of this
Agreement shall be binding unless executed in writing
by both parties, and no waiver or any provision of,
breach of or default under this Agreement shall be
considered binding unless executed in writing by the
party granting such waiver. No waiver of any provision
of this Agreement shall be deemed to, or shall,
constitute a waiver of any other provision hereof nor
shall any such waiver constitute a continuing waiver.
Section 7.10 Further Assurances
The Company and ALBANK each agree to execute
and/or deliver to the other such reasonable and
appropriate additional documents, instruments or
agreements as may be necessary or appropriate to
effectuate the purposes of this Agreement. Without
limiting the generality of the foregoing, after the
Closing, the Company agrees to deliver to ALBANK
promptly any Servicing File, any document or other item
from a Servicing File, any Servicing Agreement or any
other document necessary to the conduct of the
Servicing Business that the Company was required to
transfer on the Closing Date but that ALBANK notifies
the Company was not among the documents so transferred.
Section 7.11 Intention of the Parties
It is the intention of the parties that the
Company is selling, and ALBANK is purchasing only the
Servicing Business. Accordingly, the parties hereby
acknowledge that the Investors are the sole and
absolute owners of their respective Serviced Loans, and
ALBANK is acting as an independent contractor with
respect to its duties hereunder. Nothing in this
Agreement or any document or instrument executed or
delivered in connection herewith is intended to be, nor
shall it be construed to be the formation of a
partnership or joint venture between any of the parties
to this Agreement.
Section 7.12 Exhibits
The exhibits to this Agreement are hereby
incorporated and made a part hereof and are an integral
part of this Agreement.
IN WITNESS WHEREOF, each of ALBANK, AFC, AVC
and GMB have caused their names to be signed hereto by
their respective officers thereunto duly authorized as
of the date first above written.
ARROW FINANCIAL
CORPORATION
ATTEST: By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman &
President
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President/Credit Administration
ARROW VERMONT
CORPORATION
ATTEST: By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman &
President
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President/Credit Administration
GREEN MOUNTAIN
BANK
ATTEST: By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President/Credit Administration
ALBANK, FSB
ATTEST: By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇.▇▇▇▇▇▇▇▇▇▇
Title: Chairman, President
and Chief Executive Officer
___________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
