RESIDENTIAL MORTGAGE PROGRAM AGREEMENT
Exhibit 99.1
This Residential Mortgage Program Agreement (“this Agreement”) is entered into as of November
18, 2004 between Homestead Funding Corp., a New York business corporation having its chief
executive office at 0 Xxxxxxx Xxxxx, Xxxxxx, XX 00000, (“Homestead”) and First Niagara Bank, a
federal savings association having its chief executive office at 0000 Xxxxx Xxxxxxx Xxxx, X.X. Xxx
000, Xxxxxxxx, XX 00000-0000, (“First Niagara”).
Background
1. Homestead is a mortgage banker engaged in the business of extending to consumers credit
that, in the case of any consumer, is a mortgage loan secured by a first lien on a one-to-four
family dwelling occupied by that consumer or is a home equity loan or line of credit secured by a
second lien on that dwelling created at the same time as that first lien (any mortgage loan secured
by a first lien of that type together with any home equity loan or line of credit secured by a
second lien of that type on the dwelling covered by the first lien being “Residential Mortgage
Credit”).
2. First Niagara is engaged in the business of extending or purchasing Residential
Mortgage Credit.
3. Homestead and First Niagara (together “the Parties” and each a “Party”) wish to undertake a
program under which in the counties of the State of New York identified on Exhibit A attached to
this Agreement (together “the Program Counties”) Homestead will identify itself as conducting
business under the name First Niagara Mortgage as a representative of First
Niagara and will extend Residential Mortgage Credit to be purchased by First Niagara (“First
Niagara Portfolio Residential Mortgage Credit”) and Residential Mortgage Credit to be purchased by
parties other than First Niagara (the “Program”).
Agreement
Homestead and First Niagara agree as follows:
1. Use of Name First Niagara Mortgage and Logo of First Niagara.
Subject to the provisions of a Service Xxxx License Agreement to be entered into between the
Parties in the form of Exhibit B attached to this Agreement, Homestead will, except to the extent
prohibited by applicable law or First Niagara and subject to Homestead’s first obtaining the
consent of First Niagara, (a) conduct business under the name First Niagara Mortgage in the Program
Counties and (b) cause the name First Niagara Mortgage and the logo of First Niagara to appear on
(i) all signage at offices of Homestead located in the Program Counties, (ii) all stationery used
by Homestead at those offices or otherwise in the conduct of the Program (“Program Stationery”),
(iii) all advertising and other promotional material in any medium used by Homestead in the conduct
of the Program or otherwise in the Program Counties (“Marketing”) and (iv) all forms of
applications, rate sheets and other documents used by Homestead in the conduct of the Program or
otherwise in the Program Counties (“Program Documentation”). For example, Homestead will (a) cause
telephones at offices of Homestead located in the Program Counties other than the principal office
of Homestead to be answered with the name First Niagara Mortgage, (b) cause telephones at the
principal office of Homestead
to be answered, to the extent practicable, with the name First Niagara Mortgage or a variation of
that name and (c) cause officers and employees of Homestead to identify themselves as employees of
First Niagara Mortgage in their dealings with potential applicants and applicants for and
recipients of Residential Mortgage Credit.
-2-
2. Identification of Homestead as Representative of First Niagara.
Whenever Homestead uses the name First Niagara Mortgage or the logo of First Niagara (for example,
on (a) any signage at any office of Homestead located in the Program Counties, (b) any Program
Stationery, (c) any Marketing or (d) any Program Documentation), Homestead will conspicuously
identify itself as a representative of First Niagara.
3. Availability of Homestead Employees at First Niagara Banking
Offices. Homestead will, at times and otherwise as agreed upon by the Parties, cause qualified
employees of Homestead to be located at or otherwise be available to customers and potential
customers of banking offices of First Niagara located in the Program Counties for the purpose of
promoting and originating applications for Residential Mortgage Credit.
4. Underwriting. Underwriting of applications for First Niagara Portfolio Residential Mortgage
Credit taken by Homestead in the conduct of the Program or otherwise in the Program Counties,
whether taken at offices of Homestead or banking offices of First Niagara or otherwise, will be
underwritten by employees of First Niagara, who may be located at offices of Homestead. If located
at offices of Homestead, those employees will be under the control of First Niagara at all times
but may be under day-to-day operational supervision of Homestead.
-3-
5. Promotion and Development of Types of Residential Mortgage Credit.
In the conduct of the Program, Homestead (a) will use commercially reasonable efforts to promote,
through Marketing and otherwise, in the Program Counties all types of Residential Mortgage Credit
offered by First Niagara, whether or not constituting First Niagara Portfolio Residential Mortgage
Credit, and (b) may promote, through Marketing and otherwise, in the Program Counties other types
of Residential Mortgage Credit. Homestead will cooperate with First Niagara in developing new types
of Residential Mortgage Credit to be offered by First Niagara.
6. Offering and Promotion of Other Products and Services. In the
conduct of the Program, Homestead will use commercially reasonable efforts to promote, through
Marketing and otherwise, products and services offered by First Niagara other than Residential
Mortgage Credit (for example, deposit accounts, commercial mortgage loans and home equity loans
and lines of credit not constituting Residential Mortgage Credit) as agreed upon by the Parties and
for compensation agreed upon by the Parties. Except for Residential Mortgage Credit and products
and services directly related to Residential Mortgage Credit (for example, title insurance),
Homestead will not, without first obtaining the consent of First Niagara in writing (which will not
be unreasonably withheld by First Niagara), offer or promote, through Marketing or otherwise, in
the conduct of the Program or otherwise in the Program Counties any product or service (for
example, a home equity loan or line of credit) offered by any party
other than First Niagara.
-4-
7. Cooperation by Parties. The Parties will cooperate in (a) obtaining, making, giving or
doing, and maintaining in full force and effect, each authorization, approval, permit, consent,
franchise and license from, registration and filing with, declaration, report and notice to and
other act by or relating to any court, agency or other governmental body necessary for the
execution, delivery and performance by the Parties of this Agreement or the conduct of the Program
and (b) to the fullest extent allowed by and in accordance with applicable law, sharing information
about potential applicants and applicants for and recipients of Residential Mortgage Credit.
8. Approval of Marketing. All Marketing used at banking offices of First Niagara located in
the Program Counties must be approved by First Niagara before being undertaken by Homestead. All
other Marketing must be approved in concept by First Niagara before being undertaken by Homestead.
9. Payment
for Signage, Program Stationery, Marketing and Program Documentation. Homestead
will pay for (a) all signage at offices of Homestead located in the Program Counties not deemed
necessary by First Niagara, (b) all Program Stationery other than Program Stationery initially
ordered for the conduct of the Program, (c) all Marketing other than Marketing consisting of
free-standing newspaper inserts that are approved by First Niagara and advertise or otherwise
promote both Residential Mortgage Credit and other products and services offered by First Niagara
(together “Newspaper Inserts”) and (d) all Program Documentation. First Niagara will pay for (a)
all signage at offices of Homestead located in the Program Counties
other than signage not deemed necessary by First Niagara, (b) all Program Stationery initially
ordered for the conduct of the Program and (c) all Newspaper Inserts.
-5-
10. Sale and Purchase of Residential Mortgage Credit. If, in the judgment
of First Niagara, any Residential Mortgage Credit extended by Homestead, whether or not extended in
the conduct of the Program and whether or not originated in the Program Counties, (a) is of a type
identified on Exhibit C attached to this Agreement, (b) is of a type offered by First Niagara at
the time that Residential Mortgage Credit is extended, (c) provides for credit terms (for example,
terms relating to interest and other charges) offered by First Niagara at the time that Residential
Mortgage Credit is extended and (d) meets underwriting standards of FNMA or FHLMC or any other
prudent investor that provides Residential Mortgage Credit like that Residential Mortgage Credit,
Homestead will sell that Residential Mortgage Credit to First Niagara, and First Niagara will buy
that Residential Mortgage Credit from Homestead, for a purchase price determined as provided in
that Exhibit C, with that purchase and sale to be consummated and the purchase price to be paid
consistent with industry practices (usually 20 to 40 days after the closing for that Residential
Mortgage Credit). That purchase and sale will be subject to the provisions of the Correspondent
Lending Agreement to be entered into between the Parties in the form of Exhibit D attached to this
Agreement.
-6-
11. Right of First Refusal. Before Homestead enters into any commitment to sell to any party
other than First Niagara any Residential Mortgage Credit, or the servicing of any Residential
Mortgage Credit, that (a) is extended by Homestead in the conduct of the Program or otherwise in
the Program Counties, (b) is not of a type identified on Exhibit C
attached to this Agreement, (c) is of a type offered by First Niagara on the day Homestead
registers that Residential Mortgage Credit with First Niagara and (d) is of a type listed in First
Niagara’s first rate sheet for that day, First Niagara will have the right, but not the obligation,
to purchase that Residential Mortgage Credit or servicing for a purchase price equal to the
published price specified for Residential Mortgage Credit or servicing of the same type as that
Residential Mortgage Credit or servicing in that rate sheet. (For purposes of emphasis, a decision
by First Niagara not to purchase that Residential Mortgage Credit or servicing will be conclusively
inferred if Residential Mortgage Credit or servicing of the same type as that Residential Mortgage
Credit or servicing is not available from First Niagara, and its unavailability will be established
by its failure to be listed in that rate sheet.) Only if First Niagara declines to exercise that
right may Homestead sell that Residential Mortgage Credit or servicing to that other party. Any
sale by Homestead to First Niagara of any Residential Mortgage Credit or the servicing of any
Residential Mortgage Credit will be subject to the provisions of a Correspondent Lending
Agreement to be entered into between the Parties in the form of Exhibit D attached to this
Agreement.
12. Sale of Residential Mortgage Credit and Servicing Other Than to
First Niagara. Homestead will use its commercially reasonable efforts to avoid selling Residential
Mortgage Credit or the servicing of Residential Mortgage Credit to any bank, savings bank, credit
union or other financial institution that has a significant retail branch presence in the Program
Counties (for example, Bank of America, Trustco Bank, Citizens Bank and Key Bank National
Association), except insofar as may be necessary from time to time for a period not
exceeding six months because that bank, savings bank, credit union or other financial institution
offers a type of Residential Mortgage Credit not offered by First Niagara.
-7-
13. Use of Mortgage Brokers, Mortgage Bankers and Other Mortgage
Lenders. Until July 1, 2005 and any subsequent July 1 agreed upon by the Parties, First Niagara
will use commercially reasonable efforts not to purchase Residential Mortgage Credit originated in
the Program Counties by mortgage brokers, mortgage bankers and other mortgage lenders other than
Homestead except for isolated purchases as may be necessary from time to time.
14. Use of Closing Attorneys. Homestead will cooperate with First Niagara to direct a number
of closings for Residential Mortgage Credit in the Program Counties agreed upon by the Parties to
any attorney or law firm who or that provides, in First Niagara’s judgment, significant business or
referrals of business to First Niagara and who or that meets Homestead’s standards of performance
for closing of Residential Mortgage Credit.
-8-
15. Compliance with Applicable Law. In the conduct of the Program and otherwise in the conduct
of its business, each Party will comply with applicable law (for example, to the extent applicable
to that Party, any statute or regulation relating to doing business under an assumed name,
licensing, disclosure or fair lending, such as (a) the federal Equal Credit Opportunity Act and its
implementing regulation, Regulation B of the Board of Governors of the Federal Reserve System, (b)
the federal Truth in Lending Act and its implementing regulation, Regulation Z of the Board of
Governors of the Federal Reserve System, (c) the federal Real Estate Settlement Procedures Act and
its implementing regulation,
Regulation X of the Department of Housing and Urban Development, (d) Section 130 of the General
Business Law of the State of New York, (e) Article 12-D of the Banking Law of the State of New
York, (f) Section 296-a of the Executive Law of the State of New York, (g) Part 38 of the General
Regulations of the Banking Board of the State of New York, (h) Part 41 of the General Regulations
of the Banking Board of the State of New York and (i) Part 410 of the Superintendent’s Regulations
of the Superintendent of Banks of the State of New York). For example, Homestead will comply with
applicable law in connection with its dealings with potential applicants and applicants for and
recipients of Residential Mortgage Credit, such as (a) the provision of services or information,
whether as to the availability of Residential Mortgage Credit, application procedures or credit
standards or otherwise, and the encouragement or discouragement of inquiries about or applications
for Residential Mortgage Credit, (b) the making of disclosures, (c) the charging of fees and (d)
the retention of records. Homestead will, at its own expense, take all steps required, whether by
First Niagara or otherwise, to correct any violation of applicable law in the conduct of the
Program or otherwise in the conduct of its business, whether discovered in an audit or quality
control procedure conducted by First Niagara, an examination conducted by the Banking Department of
the State of New York, the Office of Thrift Supervision or any other federal or state agency or
other governmental body or otherwise.
16. Audit and Quality Control. Homestead will allow First Niagara, in accordance with
First Niagara’s usual auditing and quality control procedures and schedules, at times agreed upon
by the Parties and, unless requested by Homestead, at First Niagara’s expense, to audit the
compliance of Homestead with applicable law in the conduct of the Program or otherwise in the
conduct of its business and to conduct quality control procedures with respect to
(a) applications for Residential Mortgage Credit originated by Homestead in the conduct of the
Program or otherwise and (b) Residential Mortgage Credit extended by Homestead in the conduct of
the Program or otherwise.
-9-
17. Privacy and Customer Information Security. In the conduct of the Program, Homestead
will be bound by the provisions of the form of letter attached to this Agreement as Exhibit E.
18. Offers of Employment. Homestead will make bona fide offers of employment to employees of
First Niagara or Xxxxxx River Mortgage Corp. who are engaged primarily in the origination but not
the underwriting or other processing of applications for Residential Mortgage Credit at offices of
First Niagara or Xxxxxx River Mortgage Corp. located in the Program Counties and whose employment
by First Niagara or Xxxxxx River Mortgage Corp. is terminated as a result of the commencement of
the Program.
19. Effectiveness of Agreement. This Agreement will take effect only upon (a) the consummation
of the merger of Xxxxxx River Bankcorp, Inc. into First Niagara Financial Group, Inc., (b) the
obtaining by Homestead of any approval from the Banking Department of the State of New York
required for the execution, delivery and performance by Homestead of this Agreement and the conduct
by Homestead of the Program and (c) the obtaining by First Niagara of any approval from the Office
of Thrift Supervision required for the execution, delivery and performance by First Niagara of this
Agreement and the conduct by First Niagara of the Program.
-10-
20. Representations and Warranties of Homestead. Homestead represents and warrants to First
Niagara that (a) Homestead is and will remain duly organized, validly existing and in good standing
under the law of the State of New York, duly authorized to do business and in good standing under
the law of each other jurisdiction in which Homestead conducts business and a registered seller and
servicer in good standing with the Federal National Mortgage Association and the Federal Home Loan
Mortgage Corporation, (b) the execution, delivery and performance by Homestead of this Agreement
and the conduct by Homestead of the Program and other business of Homestead (i) are within the
power and authority of Homestead, (ii) do not and will not violate the certificate of incorporation
or the by-laws of Homestead, applicable law, any judgment or order of any court, agency or other
governmental body or any agreement or instrument to which Homestead is a party or by which
Homestead is bound and (iii) have been duly authorized by all necessary corporate action of
Homestead and (c) except for any approval by the Banking Department of the State of New York
contemplated by clause (b) of Section 19 of this Agreement, each authorization, approval, permit,
consent, franchise and license from, registration and filing with, declaration, report and notice
to and other act by or relating to any court, agency or other governmental body necessary for the
execution, delivery and performance by Homestead of this Agreement or the conduct by Homestead of
the Program or other business of Homestead has been duly obtained, made, given or done and is in
full force and effect.
-11-
21. Representations and Warranties of First Niagara. First Niagara represents and warrants to
Homestead that (a) First Niagara is and will remain duly organized, validly existing and in good
standing under the federal law of the United States, (b) the
execution, delivery and performance by First Niagara of this Agreement and the conduct by First
Niagara of the Program and other business of First Niagara relating to Residential Mortgage Credit
(i) are within the power and authority of First Niagara, (ii) do not and will not violate the
federal stock charter or the by-laws of First Niagara, applicable law, any judgment or order of any
court, agency or other governmental body or any agreement or instrument to which First Niagara is a
party or by which First Niagara is bound and (iii) have been duly authorized by all necessary
corporate action of First Niagara and (c) except for any approval by the Office of Thrift
Supervision contemplated by clause (c) of Section 19 of this Agreement, each authorization,
approval, permit, consent, franchise and license from, registration and filing with, declaration,
report and notice to and other act by or relating to any court, agency or other governmental body
necessary for the execution, delivery and performance by First Niagara of this Agreement or the
conduct by First Niagara of the Program or other business of First Niagara relating to Residential
Mortgage Credit has been duly obtained, made, given or done and is in full force and effect.
22. Indemnification. Each Party (the “Indemnifying Party”) will indemnify the other
Party against each liability, cost and expense (for example, attorney’s fees and disbursements)
imposed on, incurred by or asserted against the other Party as a direct or indirect result of (a)
the breach of any representation or warranty made by the Indemnifying Party in Section 20 or 21 of
this Agreement, (b) any failure of the Indemnifying Party to perform any obligation of the
Indemnifying Party under this Agreement or (c) any act or omission of the Indemnifying Party or any
officer, employee or other agent of the Indemnifying Party in the
conduct of the Program. The obligations of each Party under the preceding sentence will survive the
end of the Program.
-12-
23. End of Program. The Program will continue until ended in accordance with this
section. Either Party may at any time with or without any cause give to the other Party a notice of
intention to end the Program (a “Notice of Intention”). After a Notice of Intention is given by
either Party to the other Party, there will be a period during which the Parties will cooperate to
wind down and end the Program (the “Transition Period”). The Transition Period will be six months
unless (a) First Niagara Financial Group, Inc. enters into a binding agreement providing for its
merger into or the acquisition of its outstanding shares of stock by another party and the Notice
of Intention that triggers the Transition Period is given by Homestead and specifies that it is
given because of the entry by First Niagara Financial Group, Inc. into that binding agreement (a
“Special Notice of Intention”), in which case the Transition Period will be twelve months, or (b) a
shorter period is required or recommended, with respect to First Niagara, by the Office of Thrift
Supervision or, with respect to Homestead, by the Banking Department of the State of New York.
During the Transition Period, the Parties will cooperate to, by the end of the Transition Period
unless an earlier date is agreed upon by the Parties, (a) end the conduct of business by Homestead
under the name First Niagara Mortgage, (b) end the use of the name First Niagara Mortgage and the
logo of First Niagara on (i) signage at offices of Homestead located in the Program Counties, (ii)
Program Stationery, (iii) Marketing and (iv) Program Documentation, (c) end the presence of
employees of Homestead at and their other availability to customers and potential customers of
banking offices of First Niagara located in the Program Counties, (d) end the linkage of
technological services (for example, electronic mail, website linking and other
online computer services) used by the Parties in the conduct of the Program, (e) end the
identification of telephone numbers used by Homestead in the conduct of he Program or otherwise in
the Program Counties using the name First Niagara Mortgage and
(f) otherwise end the Program. Each Party will pay its own expenses in connection with the winding down and ending of the
-13-
Program, except that (a) if the Transition Period is triggered by a Notice of Intention given by First
Niagara, First Niagara will pay the cost of changing signage at offices of Homestead located in the
Program Counties to eliminate the name First Niagara Mortgage and the logo of First Niagara unless
that Notice of Intention specifies that it is given because of a breach of any representation or
warranty made by Homestead in Section 20 of this Agreement or any failure of Homestead to perform
any obligation of Homestead under this Agreement, identifies that breach or failure and is
accompanied by an affidavit of an officer of First Niagara specifying evidence of that breach or
failure, in which case Homestead will pay that cost, or (b) if the Transition Period is triggered
by a Notice of Intention given by Homestead, Homestead will pay that cost unless that Notice of
Intention is a Special Notice of Intention or it specifies that it is given because of a breach of
any representation or warranty made by First Niagara in Section 21 of this Agreement or any failure
of First Niagara to perform any obligation of First Niagara under this Agreement and identifies
that breach or failure and is accompanied by an affidavit of an officer of Homestead specifying
evidence of that breach or failure, in which case First Niagara will pay that cost. During the
Transition Period, neither Party will (a) solicit any officer or employee of the other Party for
employment or make any offer of employment to any officer or employee of the other Party or (b)
solicit any person it knows or should know is a customer of the other Party for any Residential
Mortgage Credit. Whether before or after the end of the Transition Period, Homestead will not
solicit for any Residential Mortgage Credit any
person who is obligated on any Residential Mortgage Credit for which First Niagara provides
servicing.
-14-
24. Notices. Each notice relating to this Agreement given by either Party to the other Party
(a) must be in writing, (b) must be sent by first-class, certified or registered mail or a
nationally recognized overnight courier service, (c) must be addressed to the address of the other
Party for purposes of this Agreement, (d) will be considered to have been given when deposited in
the mail with proper postage or accepted by the post office or overnight courier service for
delivery and (e) will be considered to have been received upon the earlier of its actual receipt by
the Party to which it is being sent or three days after being deposited or accepted as described in
this sentence. The address of each Party for purposes of notices under this Agreement will be the
address for that Party shown at the beginning of this Agreement, except that, if the other Party
receives from that Party a notice specifying another address as the address of that Party for those
purposes, the address of that Party for those purposes will be the address specified in the most
recent notice received by the other Party from that Party specifying an address for purposes of
this Agreement.
25. Relationship Between Parties. Neither this Agreement nor the conduct of the Program will
create any fiduciary or agency relationship or the relationship of joint venturers, partners or
similar entities between the Parties. Neither Party will be (a) liable for any indebtedness or
other obligation of the other Party or (b) authorized to make any contract, representation or
warranty, or to create any indebtedness or other obligation, on behalf of the
other Party. No officer, employee or other agent of either Party will be considered to be an
officer, employee or other agent of the other Party.
-15-
26. Benefit. This Agreement is for the benefit of, is and will be binding on and will be
enforceable by each Party and each successor and assignee of each Party.
27. Assignments. Neither Party may assign any obligation under or right or remedy under or
arising as a result of this Agreement without first obtaining the written consent of the other
Party. Any assignment of any obligation under or right or remedy arising under or as a result of
this Agreement made by either Party without first obtaining the written consent of the other Party
will be ineffective.
28. Entire Agreement. This Agreement contains the entire agreement between the Parties with
respect to its subject matter and supersedes each action that has been taken, each course of
conduct that has been pursued and each oral, written or other agreement and representation that has
been made by or on behalf of either Party with respect to its subject matter.
29. Modifications and Waivers. No action that has been or is taken, no course of conduct that
has been or is pursued and no agreement or representation that has been or is made other than in
writing by or on behalf of either Party will modify or terminate this Agreement, impair any
obligation of either Party under this Agreement or impair or waive any right or remedy of either
Party under or arising as a result of this Agreement. Any modification of this Agreement or waiver
of any right or remedy of either Party under or arising as a result of
this Agreement will be effective only if it is made in a writing that is signed by the Parties and
specifically refers to that modification or waiver, except that First Niagara may unilaterally
change Exhibit C attached to this Agreement at any time as to applications for Residential Mortgage
Credit accepted by Homestead more than seven days after the date First Niagara gives notice of that
change to Homestead.
-16-
30. Exercise of Rights and Remedies. No exercise by either Party of any right or remedy under
or arising as a result of this Agreement will prevent the exercise by that Party of any other
right or remedy under or arising as a result of this Agreement.
31. Ineffectiveness. Whenever possible, each provision of this Agreement will be interpreted
to be effective under applicable law. But, if any provision of this Agreement is ineffective under
applicable law, it will be treated as changed to meet the minimum requirements of that law, or, if
it is not treated as changed to do so, it will be ineffective only to the extent that it does not
meet those minimum requirements, and the rest of it will remain effective.
32. Governing Law. This Agreement is governed by and will be interpreted in accordance with
the law of the State of New York with regard to conflicts of law principles that would require the
application of any other law.
33. Headings. Headings are used in this Agreement for convenience only and will not affect its
interpretation.
-17-
34. WAIVER OF TRIAL BY JURY. EACH PARTY GIVES UP ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN ANY LAWSUIT BY EITHER PARTY AGAINST THE OTHER PARTY INVOLVING THIS AGREEMENT, THE PROGRAM OR ANY
MATTER RELATING TO THIS AGREEMENT OR THE PROGRAM.
| HOMESTEAD FUNDING CORP. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxxx | |||
| Title: President | ||||
| FIRST NIAGARA BANK |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
| Title: Senior Vice President | ||||
-00-
XXXXXXXXXXXXXXX
XXXXX XX XXX XXXX
|
) | |||||
| : | SS | |||||
COUNTY OF Erie
|
) |
On the 18th day of November, in the year 2004, before me, the undersigned, a Notary Public in
and for said State, personally appeared Xxxxxx X. Xxxxxxx, Xx., personally known to me or proved to
me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the
person upon behalf of which the individual(s) acted, executed the instrument.
| /s/ Xxxxxxxx Xxxxxxxxx | ||||
| Notary Public | ||||
| XXXXXXXX XXXXXXXXX | ||||
| Notary Public, State of New York | ||||
| Qualified in Albany County Reg. No. 01RO6088312 Commission Expires March 3, 0000 |
||||
XXXXX XX XXX XXXX
|
) | |||||
| : | SS | |||||
COUNTY OF Albany
|
) |
On the 18th day of November, in the year 2004, before me, the undersigned, a Notary Public in
and for said State, personally appeared Xxxxxxx X. Xxxxxxxxxx, personally known to me or proved to
me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the
person upon behalf of which the individual(s) acted, executed the instrument.
| /s/ Xxxxxxxx Xxxxxxxxx | ||||
| Notary Public | ||||
| XXXXXXXX XXXXXXXXX | ||||
| Notary Public, State of New York | ||||
| Qualified in Albany County Reg. No. 01RO6088312 Commission Expires March 3, 2007 |
||||
IN WITNESS WHEREOF, and intending to be legally bound hereby, Licensor and Licensee have
executed this Agreement to be effective November 18, 2004.
| FIRST NIAGARA FINANCIAL GROUP, INC. (“Licensor”) |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
| Xxxxxx X. Xxxxxxx, Xx., Senior Vice President | ||||
| Date: 11/18/2004 | ||||
| Corporate Seal Attest: |
||||
By:
|
/s/ [ILLEGIBLE]
|
|||
| HOMESTEAD FUNDING CORP. (“Licensee”) |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxxx | |||
| Xxxxxxx X. Xxxxxxxxxx, President | ||||
| Date: 11/24/2004 | ||||
| Corporate Seal Attest: |
||||
By:
|
/s/ [ILLEGIBLE]
|
|||
