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SAMPLE SUBORDINATION AGREEMENT (06/12/2006)
FOR INFORMATION PURPOSES ONLY
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT (this “Agreement”), effective as of the day of
the ______ of _________, 20z__, is made by and between ___________________________
____________ ___________________, a Pennsylvania corporation, having an address of
__________ __________________________, ____________, Pennsylvania _____ (the
“Mortgagee”) and _______________________________________, ___________________,
having an address of ________________________________ (collectively, the “Borrowers”).
W I T N E S S E T H:
WHEREAS, Borrowers are the owners of the real property described in Exhibit A
attached hereto and incorporated herein (the “Property”);
WHEREAS, the Mortgagee is the holder of that certain mortgage encumbering the
Property as recorded in the Office of Recorder of Deeds of Allegheny County, Pennsylvania on
___________ in Mortgage Book Volume ___, at Page ___ (the “Mortgage”);
WHEREAS, the Borrowers desire to grant and contribute certain easements of historic
preservation and conservation (“Easements”) with respect to the Property pursuant to Section
170 of the Internal Revenue Code of 1986, as amended (the “Code”), to the Pittsburgh History &
Landmarks Foundation, a Pennsylvania nonprofit corporation (the “Foundation”), which
Easements are to be recorded in the Office of the Recorder of Allegheny County;
WHEREAS, in connection with the grant and contribution of the Easements to the
Foundation and in order to compensate the Foundation for the fees it will incur in monitoring
Borrowers’ compliance with the Easements, pursuant to that certain Special Warranty Deed of
even date herewith (the “Deed”), Borrowers shall convey to the Foundation a ______ percent
(__%) undivided tenant in common interest in the Property;
WHEREAS, the Foundation requires that the Mortgage be subordinate and junior in
priority to each of the Easements [and the Deed];
WHEREAS, the parties desire to memorialize their agreement regarding the respective
priorities of the Easements, the Deed and the Mortgage;
NOW, THEREFORE, for and in consideration of the premises and the terms and
conditions herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, the parties agree as follows.
1.
Incorporation of Recitals. The foregoing recitals are expressly incorporated into
and made a part of this Agreement as if fully rewritten herein.
2.
Subordination. The Mortgage, the lien and security interest evidenced and
created thereby, and the respective rights and remedies of Mortgagee shall at all times be subject
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and subordinate in all respects and junior in priority to the lien and priority of the Easements
[and the Deed, respectively], and all of the terms, covenants and conditions contained therein, as
the same may from time to time, be amended, renewed, modified, extended, supplemented,
rearranged, replaced and/or consolidated; provided, however, that the relative priority of the
Mortgage shall otherwise remain unaffected.
3.
Casualty. Notwithstanding the Easements [and the Deed], to the extent allowed
by the Code, the Mortgagee and its successors and assignees shall have a prior claim to all
insurance proceeds as a result of any casualty, hazard or accident occurring to or about the
Property, and in preference to the Foundation until the Mortgage is paid off and discharged,
notwithstanding that the Mortgage is subordinate in priority to the Easements [and the Deed]. So
long as there is no extinguishment of the Easements, the Mortgagee and its successors and
assignees shall have prior claim to all proceeds of condemnation proceedings, and shall be
entitled to the same in preference to the Foundation until the Mortgage is paid off and
discharged, notwithstanding that the Mortgage is subordinate in priority to the Easements [and
the Deed].
4.
Assignment of Leases and Rents. If the Mortgagee received an assignment of the
leases, rents, and profits of the Property as security or additional security for the loan secured by
the Mortgage, then Mortgagee shall have a prior claim to the leases, rents, income and profits (of
whatever description or character presently or hereafter derived) of the Property and shall be
entitled to receive the same in preference to the Foundation until Mortgagee’s debt is paid off or
otherwise satisfied, notwithstanding that the Mortgage is subordinate in priority to the Easements
[and the Deed].
5.
Foreclosure. Mortgagee, its successors and assigns, or purchaser in foreclosure
shall have no obligation, debt, or liability under the Easements until Mortgagee, its successors,
assigns, or a purchaser in foreclosure under it obtains ownership or possession of the Property.
In the event of foreclosure or deed in lieu of foreclosure, [neither] the Easements [nor the Deed]
shall [not] be extinguished.
6.
Governing Law, Venue. This Agreement shall be construed according to the laws
of the Commonwealth of Pennsylvania. Any action arising under or relating to this Agreement
shall be venued in Greene County, Pennsylvania, and all of the parties acknowledge and consent
to the jurisdiction of the courts located in such county.
7.
Entire Agreement. This Agreement sets forth the entire agreement and
understanding among the parties as to the subject matter of this Agreement and merges and
supersedes all prior discussions, agreements, and undertaking of every kind and nature among
them with respect to the subject matter of this Agreement.
8.
Counterparts. This Agreement may be signed in any number of counterpart
copies, but all such copies shall constitute one and the same instrument.
9.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, successors and assigns.
-2-
WITNESS:
BORROWERS:
WITNESS:
WITNESS:
LENDER:
____________________________________
Name:______________________________
Title:_______________________________
-3-
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF _________________
)
)
)
ss.
On this the ____ day of _________, 20__, before me, a Notary Public, the
undersigned authority, personally appeared ____________ and ______________, husband and
wife, each known to me (or satisfactorily proven) to be the persons whose names are subscribed
to the within instrument and acknowledged that they executed the same for the purposes therein
contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF ________________
)
)
)
ss.
On this ____ day of ___________, 20__, before me, a Notary Public, the
undersigned authority, personally appeared, _______________________, who acknowledged
himself to be the ______________________ of ____________________________________, a
Pennsylvania corporation, and as such officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name of the corporation by himself
as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
Exhibit A
Property Description
TO BE PROVIDED
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