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HomeMy WebLinkAbout951386RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Christopher Hawks, PC Hawks Associates, LC P.O. Box 4430 Jackson, WY 83001 SPACE ABOVE THIS LINE FOR RECORDER'S USE SUBORDINATION AGREEMENT VA— This Subordination Agreement "Agreement is dated as of the day of December, 2009, by and between The Bank of Jackson Hole, organized and existing under the laws of Wyoming "Mortgagee and Double L Ranch #2, LLC, a Wyoming limited liability company, Double L Ranch #3, LLC, a Wyoming Limited liability company, and Marianne Schmitt Hellauer, Trustee of the 2000 Mortensen Family Resource Trust Dated September 15, 2000 (collectively hereinafter referred to as "Double L Recitals RECEIVED 1/4/2010 at 4:09 PM RECEIVING 951386 BOOK: 739 PAGE: 366 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY etO 36 WHEREAS, the Mortgagee is the mortgagee under a certain Real Estate Mortgage dated January 9, 2008, which was recorded on January 11, 2008 as Receiving 936203 in Book 683 of Photo, at Page 705, records of Lincoln County, Wyoming and encumbers the real property (the "Property") described therein the "Mortgage and WHEREAS, Double L desires to record a set of restrictive covenants, conditions and restrictions (the "Declaration against the Property and has requested the Mortgagee to subordinate the priority of the Mortgage to the provisions of the Declaration which will be recorded in the land records of Lincoln County, Wyoming as Receiving 95I 3 Z in Book 739 at Page 12 S for the limited purposes and on the terms and conditions provided for herein; and WHEREAS, Mortgagee has agreed to subordinate the lien of the Mortgage to the Provisions of the Declaration for the limited purposes and on the terms and conditions provided for herein; and WHEREAS, for the mutual benefit of Double L and Mortgagee, Mortgagee and Double L desire to enter into this Agreement to provide for the subordination of the Mortgage to the Declaration. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagee and Double L hereby agree as follows: 1. The recitals to this Agreement are incorporated herein and made a part hereof by this reference thereto. To the extent not otherwise defined herein, all capitalized terms shall have the meanings ascribed thereto in the Mortgage and the Declaration. 2. Mortgagee agrees that for the limited purposes set forth in this Section 2 and for no other purpose whatsoever, the Declaration shall be deemed to be recorded prior to the Mortgage and that in the event the Mortgage is ever foreclosed, the Mortgagee agrees that for itself and any other purchaser in foreclosure, the Declaration shall be deemed to survive the foreclosure and any ultimate purchaser in foreclosure shall take title to the Property subject to the Declaration. Double L hereby agrees that the liens, charges and security interests of the Mortgage are hereby and shall at all times shall remain prior to any lien, charge and other rights of the Declaration, including without limitation the liens, claims and assessments of the Association (defined below) or of any other owners' association established pursuant to the Declaration, and Mortgagee shall not be subject to any liens, claims or assessments that could be imposed on the Property by virtue of the Declaration. Double L further agrees that all liens, rights, titles, and interests of the Mortgagee pursuant to the Mortgage shall be first, prior and superior to any and all rights, powers and prerogatives of Double L and the Double L Ranch Homeowners Association, Inc., a Wyoming nonprofit corporation (the "Association or any other owners' association established under, pursuant to and by virtue of the Declaration. Double L and the Association further agree that there will be no material amendments to the Declaration without Mortgagee's prior written consent, which Mortgagee may withhold in its sole discretion. 3. This Agreement shall be the entire agreement with regard to the subordination of the Mortgage to the Declaration, and shall supersede and cancel any prior agreements as to such subordination. The execution of this Agreement by any party shall not constitute a default or event of default under the Mortgage. 4. All notices expressly provided hereunder to be given shall be in writing and shall be (i) hand- delivered, effective upon receipt, (ii) sent by United States Express Mail or by private overnight courier, effective upon receipt, or (iii) served by certified mail. Any such notice or demand served by certified mail, return receipt requested, shall be deposited in the United States mail, with postage thereon fully prepaid and addressed to the party so to be served at its address above stated or at such other address of which said party shall have theretofore notified in writing, as provided above, the party giving such notice. Service of any such notice or demand so made shall be deemed effective on the day of actual delivery as shown by the addressee's return receipt or the expiration of three (3) business days after the date of mailing, whichever is the earlier in time. Notices to be served hereunder shall be addressed to the appropriate address set forth hereinbelow, or at such other place as Mortgagee or Mortgagee may from time to time designate in writing by ten (10) days prior written notice thereof: To Double L Ranch: Christopher Hawks, Esq. Hawks Associates, L.C. P.O. Box 4430 199 East Pearl Ave., Suite 102 Jackson, Wyoming 83002 Facsimile No.: (307) 733 -9437 2 To Mortgagee: Bank of Jackson Hole 990 West Broadway Jackson, WY 83001 OO u 368 5. This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Wyoming. 6. This Agreement may be signed in multiple counterparts with the same effect as if all signatories had executed the same instrument. 7. Double L agrees to pay all costs, including reasonable attorneys' fee and expenses (and any allocated costs of in -house counsel), incurred by the Mortgagee in enforcing this Agreement in the event a court of competent jurisdiction determines that Double L breached this Agreement. 8. This Agreement shall be for the benefit of Double L and the Association, this, and there shall be no third party beneficiaries, intended or otherwise, of this Agreement, and no party hereunder shall be liable to any person not a party hereto for any obligations provided herein. 9. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. BANK OF JACKSON HOLE 3 STATE OF WYOMING COUNTY OF LINCOLN Witness my hand and official seal. 4693027_1.DOC ACKNOWLEDGMENT ss.: The foregoing instrument was acknowledged before me by OVILI\--Qr\-Q... this 50 day of December, 2009. My commission expires: '5 \2 lb S MY COMMISSION WIRES MARCH 31, 2013 YANTHI J. ROTH 1 .COUNTY OF STATE OF LINCOLN :t' lr; WYOMING NOTARY PUBLIC S9