NY Agreement

AGREEMENT

State of New York                                                                 Title No._______________
                                       ss:                                                  
County of ________                                                              

This Agreement is made by and between _____________________________ (hereinafter called Lender) and New York Title Research Corporation, as agents for ______________________________ (hereinafter called Company).

WHEREAS a Credit Line Mortgage (hereinafter “Mortgage”) was made by Scott W. Vallar and Harriette A. Brown to JPMorgan Chase Bank, N.A., in the principal amount of $300,000.00, dated 9/6/2006, recorded 10/18/2006 in Control #462750550;

WHEREAS same was modified by a Modification Agreement (hereinafter “1^st Modification Agreement”)  by and between Scott W. Vallar, Harriette A. Brown and JPMorgan Chase Bank, N.A., in the principal sum of $450,000.00, dated 1/10/2007, which has been submitted for recording.  Said agreement by its terms increases the credit limit of Mortgage in Control #462750550 to a maximum principal amount of $750,000.00;

WHEREAS same was further modified by a Modification Agreement (hereinafter “2^nd Modification Agreement”) by and between Scott W. Vallar, Harriette A. Brown and JPMorgan Chase Bank, N.A. dated 4/5/2007, and to be submitted for recording.  Said agreement by its terms reduces the credit limit of Mortgage in Control #462750550 to a maximum principal amount of $500,000.00;

WHEREAS same was affected by Subordination Agreement (hereinafter “Subordination Agreement”) by and between JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., dated 4/5/2007, and to be submitted for recording. 

And

NOW, THEREFORE, in the event that the 1^st Modification Agreement fails to be recorded in the Westchester County Clerks Office, Division of Land Records, the Lender undertakes that within 60 days of closing, the Lender will provide the Company with a replacement modification agreement with the correct mortgage tax, and indemnify and hold the Company harmless against loss, liability, or damage of any nature, including attorneys’ fees and expenses incurred in enforcing this Agreement.  Due to the failure of the recording of the 1^st Modification Agreement, the Lender also agrees to hold the Company harmless against loss, liability, or damage of any nature, including attorneys’ fees and expenses incurred due to the unrecordablity of the 2^nd Modification Agreement and Subordination Agreement.   

________________________

State of New York           )
                                         ) ss:
County of ____________ )

On the __________ day of ____________________ in the year ____________ before me, the undersigned, personally appeared _______________________, 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 acknowledge 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.

                                                                                                ________________________
                                                                                                            Notary Public