EXHIBIT 10.1
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MORTGAGE ASSIGNMENT AGREEMENT
THIS MORTGAGE ASSIGNMENT AGREEMENT ("Agreement") is made as of March
17, 1997 by and between Webster Bank ("Assignor"), a federal savings bank, and
Webster Preferred Capital Corporation ("Assignee"), a Connecticut corporation
and an operating subsidiary of Assignor.
WITNESSETH:
WHEREAS, Assignor is presently the holder of a portfolio of residential
mortgage loans that includes certain promissory notes (the "Promissory Notes")
secured by first mortgages and deeds of trust (the "Mortgages") on residential
properties (the "Mortgage Portfolio"); and
WHEREAS, Assignor has agreed to transfer, convey and assign to Assignee
all of its right, title and interest in and to the Mortgage Portfolio, and
Assignee has agreed to assume all of Assignor's obligations pursuant to the
terms of the Mortgages and the Promissory Notes.
NOW, THEREFORE, for and in consideration of the mutual covenants
contained in this Agreement, and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. ASSIGNMENT
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Assignor hereby transfers, conveys and assigns to Assignee all of
Assignor's right, title, and interest in and to the Mortgage Portfolio,
including all right, title and interest in all moneys due or which are to become
due upon the Promissory Notes, and any rights or claims existing with regard to
the Mortgage Portfolio.
Assignee acknowledges receipt of the Mortgage Portfolio, together with
all other necessary and relevant documents required by Assignee to perform the
obligations of the Assignor with respect to the Mortgages and Promissory Notes
or to enforce the performance of the obligations of any other parties to the
Mortgages and Promissory Notes.
2. ASSUMPTION OF THE MORTGAGE PORTFOLIO
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Assignee hereby assumes all of the liabilities and agrees to perform
all of the obligations of the Assignor with respect to the Mortgages and the
Promissory Notes included in the Mortgage Portfolio.
3. REPRESENTATIONS OF THE ASSIGNOR
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Assignor, for the purpose of inducing the Assignee to accept this
Assignment, hereby makes the following representations regarding the Mortgages
and Promissory Notes:
A. Each of the Mortgages and the Promissory Notes listed on Exhibit A
represent valid and duly executed and recorded Mortgages on real
property, and valid and duly executed Promissory Notes, each of
which has been duly authorized by all necessary actions on the
part of the parties thereto, and each of which is a legal, valid
and binding obligation of each party thereto, enforceable against
the parties in accordance with their respective terms subject to
the provisions of bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforceability of
creditor's rights generally from time to time in effect, and
equitable principles relating to the granting of specific
enforcement and other equitable remedies as a matter of judicial
discretion, to which no other party has any right, title or
interest; and
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B. That no defense, offset, or counterclaim thereto exists; and that
no agreement has been made under which the mortgagors may claim
any deduction, or discount, with respect to the Promissory Notes
except as otherwise stated in Exhibit A; and
C. That said Mortgages are not subject to any assignment, claim,
lien, security interest or other encumbrance other than the
assignment granted hereby and such Mortgages and Promissory Notes
have not been sold, assigned, transferred or pledged; and that no
party other than Assignee will have right, title or interest in
the Mortgage Portfolio; and
D. That Assignor will take no action that would impede or interfere
with the Assignee's right, title and interest in the Mortgage
Portfolio regardless of the fact that (except as otherwise
required by Assignee) the public records will continue to reflect
the Assignor as holding legal title to the Mortgages and
Promissory Notes included as part of the Mortgage Portfolio.
4. PROVISION OF MORTGAGE ASSIGNMENTS
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This Agreement provides for the transfer of all rights, title and
interest in each Mortgage and Promissory Note in the Mortgage Portfolio.
Assignor agrees that if it ever becomes necessary or desirable, as determined by
Assignee in its sole discretion, to execute individual assignments with respect
to any or all of the Mortgages or assignments of mortgage evidencing the
assignment of multiple mortgages (hereafter "Assignments"), Assignor will
execute such Assignments which can be recorded at the appropriate registry of
deeds, clerk's office or other governmental authority.
5. DISCHARGE OF MORTGAGES
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Assignor agrees to execute, when Assignee determines it to be required
pursuant to the terms of any Mortgage or Promissory Note, a validly executed
partial or complete Discharge of Mortgage ("Discharge") which can be recorded at
the appropriate registry of deeds, clerk's office or other governmental
authority.
6. RELEASE OF MORTGAGES
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Assignor agrees to execute, at the request of Assignee, a partial or
complete Release of Mortgage ("Release"), with respect to any or all of the
Mortgages included in the Mortgage Portfolio which can be recorded at the
appropriate registry of deeds, clerk's office or other governmental authority.
7. ASSIGNEE TO INDEMNIFY ASSIGNOR
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Assignee agrees that Assignor shall in no way be liable for any act or
omission on Assignee's part that results in liability to a mortgagor; and
assignee agrees to indemnify Assignor for any liability that results to Assignor
on behalf of an act or omission by Assignee.
8. FURTHER ASSURANCES
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Assignor and Assignee will execute and deliver such further instruments
and do such further acts and things as may be required to carry out the intent
and purpose of this Agreement.
9. DUE EXECUTION; VALIDITY
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Each party hereto represents and warrants to the other party that the
execution, delivery and performance by such party of its obligations under this
Agreement have been duly authorized by all necessary action on its part; and
that this Agreement is a legal, valid and binding obligation of such party,
enforceable against it in accordance with its terms subject to the provisions of
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforceability of creditor's rights generally from time to time in effect, and
equitable principles relating to the granting of specific enforcement and other
equitable remedies as a matter of judicial discretion.
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10. BINDING NATURE; GOVERNING LAW
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This Agreement inures to the benefit of, and will be binding upon the
respective successors and permitted assigns of the parties hereto and be
governed by, and construed in accordance with, the laws of the State of
Connecticut. This Agreement sets forth the final and entire understanding of the
parties with respect to its subject matter, and cannot be changed, waived or
terminated without the prior written consent of the parties hereto.
11. SEVERABILITY
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If any part, parcel or provision of this Agreement shall be determined
by a court of competent jurisdiction to be invalid, void or illegal, each and
every other part, parcel and provision of this Agreement which is not held to be
invalid, void or illegal shall continue in force and effect and shall not be
affected by such court determination.
12. ENTIRE AGREEMENT
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This Agreement represents the entire agreement between Assignor and
Assignee, and no oral representation, promise or inducement made prior to the
execution of the Agreement shall be valid or binding upon either party. This
Agreement may not be amended or assigned without the prior written consent of
both parties.
13. NOTICES
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All notices under this Agreement which are required to be in writing
shall be deemed to have been properly given if served by personal delivery or
sending same by overnight courier or by certified or registered mail, postage
prepaid, or by telecopier to the address or telecopier number set forth below:
If to Assignor: Webster Bank
Webster Plaza
Waterbury, CT 06702
If to Assignee: Webster Preferred Capital Corporation
Webster Plaza
Waterbury, CT 06702
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as the date first set forth above.
WEBSTER BANK
By: /s/ Ross M. Strickland
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Name: Ross M. Strickland
Title: Executive Vice President
WEBSTER PREFERRED CAPITAL CORPORATION
By: /s/ John V. Brennan
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Name: John V. Brennan
Title: President
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EXHIBIT A
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See attached mortgage portfolio.
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