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Contract Indexing Form GLENDV
Filing Information
Contract# 9566 Date 01/07/2015
Purge Date
Location
Location
Name [1] WALKER&DUNLOP, LLC;TANNER TERRACE, INC.;
Name [2] SUBORDINATION AGREEMENT; HUD PROJECT NO. 121-11235;
Name [3] COMMUNITY REVITALIZATION DEPARTMENT;
Resolution &Job Information
Resolution # Job #
MCR 20150173945
121-11235
Indexing Information
Index By Scanned By Microfilmed By
AM 04/21/2015 ■
Microfilm Checked by: date:
V-Car Entered by: date:
Rev 2009-09-01A
C-9566
CITY CLERK 01/07/2015
ORIGINAL
CITY OF GLENDALE, ARIZONA
SUBORDINATION AGREEMENT
(Tanner Terrace Apartments
MCR 2015-0173945)
(PLEASE DO NOT REMOVE - THIS IS PART OF THE OFFICIAL DOCUMENT)
OFFICIAL RECORDS OF
MARICOPA COUNTY RECORDER
HELEN PURCELL
2015-0173945 03/16/15 12 :35 PM
Prepared by: PAPER RECORDING
0194597-30-7-5
Thomas Kelly Derrvberro
mol i nar
Peaseley& Dem/berry PLC
504 Autumn Springs Ct, Suite 26
Franklin, TN 37067
After Recording return to:
U.S. Department of Housing and Urban Development
Attn: Legal Department
One North Central, Suite 600
Phoenix,Arizona 85004-4414
IgI9Oo 3v 5 e 1
Intravest Title Agency, Inc
Subordination Agreement
(ARIZONA)
Owner: Tanner Terrace, Inc
Lender: Walker and Dunlop, LLC
Subordinate Lender: City of Glendale, Arizona
Project Name: Tanner Terrace Apartments
FHA Case No. 123-11235
DO NOT REMOVE- PART OF OFFICIAL DOCUMENT
1
Subordination Agreement U.S.Department of Housing OMB Approval No.2502-0598
and Urban Development (Exp.06!30/2017)
Office of Housing
Public Reporting Burden for this collection of:informationis estimated to average 0.5 hours per response, including the time for
reviewing instructions, searching existing data sources gathering and maintaining the data needed, and completing and:reviewing
the collection of information. Response to this request for information is required in order to receive the benefits to be derived.This
agency may not collect this information, and you are not required to complete this form unless it displays a currently valid OMB
control number.While no assurance of confidentiality is pledged to respondents, HUD generally discloses this data only in response
to.a Freedom of Information Act request.
Project Name: Tanner Terrace Apartments
HUD Project No: 123-11235
THIS SUBORDINATION AGREEMENT("Agreement ) is entered into this
day of March: 2015 by and among (I) City of Glendale, a municipal corporation
located in Arizona("Senior Lender"), (ii) Walker& Dunlop, LLC, a limited liability
company organized and existing under the laws of State of Delaware ("Subordinate
Lender"), and (iii)Tanner Terrace, Inc., an Arizona non-profit corporation ("Borrower").
Recitals
WHEREAS, Borrower is the owner of that certain 156 unit residential rental
development known as "Tanner Terrace Apartments" ("Project"), located at
7138 N. 45th Avenue, City of Glendale, State or Arizona. Senior Lender has made or
making the senior mortgage loan as described on Schedule A hereto ("Senior
Indebtedness") to Borrower in the original principal amount(s) as shown on Schedule A,
evidenced by the Note described in Schedule A ("Senior Note"), and secured by, among
other things, the Security Instrument as described in Schedule A (collectively, "Senior
Security Instrument"), covering the property described in Exhibit A attached hereto
together with all improvements thereon and personal property used relative thereof, all as
more particularly described in the Senior Security Instrument ("Mortgaged Property").
WHEREAS, Subordinate Lender made a subordinate loan to Borrower in the
amount of Sixty Two Thousand and 00/100 Dollars$62,000.00 ("Subordinate
Loan"), pursuant to the Subordinate Loan Documents as defined below, and secured
by, among other things, a mortgage lien against the Mortgaged Property.
WHEREAS, Senior Lender, with the approval of the U.S. Department of Housing
and Urban Development ("HUD"), has agreed to permit Subordinate Lender to keep the
Subordinate Loan outstanding and maintain a subordinate mortgage lien against the
Mortgaged Property subject to all of the conditions contained in this Agreement and in
accordance with Program Obligations. "Program Obligations" means (1) all applicable
statutes and any regulations issued by the Secretary pursuant thereto that apply to the
Project, including all amendments to such statutes and regulations, as they become
effective,
Subordination Agreement HUD-92420M (06/14)
2
except that changes subject to notice and comment rulemaking shall become effective
only upon completion of the rulemaking process, and (2)all current requirements in
HUD handbooks and guides, notices, and mortgagee letters that apply to the Project,
and all future updates, changes and amendments thereto, as they become effective,
except that changes subject to notice and comment rulemaking shall become effective
only upon completion of the rulemaking process, and provided that such future updates,
changes and amendments shall be applicable to the Project only to the extent that they
interpret, clarify and implement terms in this Agreement rather than add or delete
provisions from such document. Handbooks, guides, notices, and mortgagee letters are
available on HUD's official website: (http://www.hudmov/offices/adm/hudclips/index.cfm,
or a successor location to that site).
NOW, THEREFORE, in order to induce Senior Lender to permit Subordinate
Lender to keep outstanding the Subordinate Loan to Borrower and to place a
subordinate mortgage lien against the Mortgaged Property, and in consideration
thereof, Senior Lender, Subordinate Lender and Borrower agree as follows:
1. Definitions.
In addition to the terms defined in the Recitals to this Agreement, for purposes of
this Agreement the following terms have the respective meanings set forth below:
(a) "Affiliate" is defined in 24 C.F.R. 200.215, or any successor regulation.
(b) "Bankruptcy Proceeding" means any bankruptcy, reorganization,
insolvency, composition, restructuring, dissolution, liquidation, receivership,
assignment for the benefit of creditors, or custodianship action or proceeding
under any federal or state law with respect to Borrower, any guarantor of any of
the Senior Indebtedness, any of their respective properties, or any of their
respective partners, members, officers, directors, or shareholders.
(c) "Borrower" means all entities identified as "Borrower" in the first
paragraph of this Agreement, together with any successors, heirs, and assigns
(jointly and severally). Borrower shall include any entity taking title to the
Mortgaged Property, whether or not such entity assumes the Senior Note,
provided that the term "Borrower" shall not include Senior Lender in the event
that Senior Lender may acquire title to the Mortgaged Property. Whenever the
term "Borrower is used herein, the same shall be deemed to include the obligor
of the debt secured by the Senior Security Instrument.
(d) "Business Day" means any day other than Saturday, Sunday or
any other day on which Senior Lender or HUD is not open for business.
(e) "Covenant Event of Default" is defined in the Senior
Security instrument.
(f) "Entity"means an estate, trust, partnership, corporation, limited liability
company, limited liability partnership, governmental department or agency or any
other entity which has the legal capacity to own property.
(g) "Monetary Event of Default" is defined in the Senior
Security Instrument.
Subordination Agreement HUD-92420M(06/14)
3
(h) "Non-Project Sources" means any funds that are not derived
from Project Sources.
(i) "Project Sources" means the Mortgaged Property (as defined in the
Senior Security Instrument), any proceeds of the Senior loan, and any reserve or
deposit made with Senior Lender or any other party as required by HUD in
connection with the Senior loan.
(j) "Senior Indebtedness" means all present and future
indebtedness, obligations, and liabilities of Borrower to Senior Lender under or
in connection with the Senior loan or Senior Loan Documents.
(k) "Senior Lender" means the Entity named as such in the first
paragraph on page 1 of this Agreement, its successors and assigns.
(I) "Senior Loan Documents" means the Senior Note, the Senior
Security Instrument, and the Regulatory Agreement between Borrower and HUD,
as such documents may be amended from time to time and all other documents
at any time evidencing, securing, guaranteeing, or otherwise delivered in
connection with the Senior Indebtedness.
(m) "Senior Security Instrument Default" means a "Monetary Event of
Default' or a "Covenant Event of Default"as defined in the Senior Security
Instrument.
(n) "Subordinate Indebtedness" means all present and future
indebtedness, obligations, and liabilities of Borrower to Subordinate Lender
under or in connection with the Subordinate Loan or the Subordinate Loan
Documents.
(o) "Subordinate Lender" means the Entity named as such in the first
paragraph on page 1 of this Agreement.
(p) "Subordinate Loan Documents" means the Subordinate Note, the
Subordinate Mortgage, and all other documents at any time evidencing, securing,
guaranteeing, or otherwise delivered in connection with the Subordinate
Indebtedness, as identified in Exhibit B.
(q) "Subordinate Loan Enforcement Action" means the acceleration of
all or any part of the Subordinate Indebtedness, the advertising of or
commencement of any foreclosure or trustee's,sale proceedings, the exercise of
any power of sale,the acceptance of a deed or assignment in lieu of foreclosure
or sale, the collecting of rents, the obtaining of or seeking of the appointment of a
receiver, the seeking of default interest,the taking of possession or control of any
of the Mortgaged Property, the commencement of any suit or other legal,
administrative, or arbitration proceeding based upon the Subordinate Note or any
other of the Subordinate Loan Documents, the exercising of any banker's lien or
rights of set-off or recoupment, or the taking of any other enforcement action
against Borrower, any other party liable for any of the Subordinate Indebtedness
or obligated under any of the Subordinate Loan Documents, or the Mortgaged
Property.
(r) "Subordinate Mortgage Default"means any act, failure to act,event,
conditions, or occurrence which allows (but for any contrary provision of this
Subordination Agreement HUD-92420M (06/14)
4
Agreement), or which with the giving of notice or the passage of time, or both,
would allow(but for any contrary provision of this Agreement), Subordinate
Lender to take a Subordinate Loan Enforcement Action.
(s) "Surplus Cash"is defined herein to mean the same as that term
is defined in the Regulatory Agreement between Borrower and HUD.
2. Permission to Allow Mortgage Lien Against Mortgaged
Property.
Senior Lender consents, subject to the provisions of this Agreement, to the
Subordinate Mortgage and other recorded Subordinate Loan Documents against the
Mortgaged Property (which are subordinate in all respects to the lien of the Senior
Security Instrument) to secure Borrower's obligation to repay the Subordinate Note and
all other obligations, indebtedness and liabilities of Borrower to Subordinate Lender
under and in connection with the Subordinate Loan. Such consent is subject to the
condition that each of the representations and warranties made by Borrower and
Subordinate Lender in Section 3 are true and correct on the date of this Agreement. If
any of the representations and warranties made by Borrower and Subordinate Lender in
Section 3 are not true and correct on the date of this Agreement, the provisions of the
Senior Loan Documents applicable to unpermitted liens on the Mortgaged Property shall
apply.
3. Borrowers and Subordinate Lender's Representations and Warranties.
Borrower and,with respect to subsections (a)through (d) below, Subordinate
Lender each make the following representations and warranties to Senior Lender
(a) Subordinate Loan Documents.The Subordinate Loan is evidenced
by the Subordinate Note and is secured by the Subordinate Mortgage.
(b) Terms of the Subordinate Loan. The original principal amount of
the Subordinate Note is $62,000.00. Interest on the Subordinate Note
accrues monthly at the rate of N/A% per annum. The Subordinate
Note is due and payable in full on October 25, 2015, ("Maturity"). The-pr ncipal-ef
payment of$N/A due at Maturity). The promissory note evidencing the Subordinate
Note obligates Borrower to make payments as follows: N/A, subject to available
Surplus Cash. As long as HUD is the insurer or holder of the Senior Note on
FHA Project No.123-11235, any payments due from project income under the
Subordinate Note shall be payable only (i) from permissible distributions from
Surplus Cash of the Project; but in no event greater than
seventy-five percent (75%) of the total amount of Surplus Cash; or(ii) from monies
Subordination Agreement HUD-92420M(06/14)
5
received from Non-Project Sources. No prepayment of the Subordinate Note shall
be made until after final endorsement by HUD of the Senior Note unless such
prepayment is made from Non-Project Sources and is approved in writing by HUD.
The restriction on payment imposed by this paragraph shall not excuse any default
caused by the failure of the Borrower to pay the indebtedness evidenced by the
Subordinate Note.
(c) Relationship of Borrower to Subordinate Lender.
Subordinate Lender is not an Affiliate of Borrower.
(d) Term.The term of the Subordinate Note does not end before
the term of the Senior Note.
(e) Subordinate Loan Documents.The executed Subordinate Loan
Documents are substantially in the same forms as those submitted to, and
approved by, HUD prior to the date of this Agreement. Upon execution and
delivery of the Subordinate Loan Documents, Borrower shall deliver to Senior
Lender an executed copy of each of the Subordinate Loan Documents, certified
to be true, correct and complete.
(f) Senior Loan Documents. The executed Senior Loan Documents
are the same forms as approved by HUD prior to the date of this Agreement.
Upon execution and delivery of the Senior Loan Documents, Borrower shall
deliver to Subordinate Lender an executed copy of each of the Senior Loan
Documents, certified to be true, correct and complete.
4. Deliveries.
Borrower shall submit the following items to Senior Lender and HUD:
(a) Title Evidence. Evidence of title (title policy or title policy
endorsement, as appropriate) insuring the lien of the Senior Security Instrument
which insures that (i) the lien of the Subordinate Mortgage is subordinate to the
lien of the Senior Mortgage, and (ii) this Agreement has been recorded among
the applicable land records.
(b) Certification.A certification from Borrower and Subordinate
Lender to HUD that the Subordinate Loan Documents do not contain any
changes from the Subordinate Loan Documents submitted to, and approved by,
HUD, before the date of this Agreement.
(e) Loan Documents. A complete set of the Subordinate Loan
Documents.
5. Terms of Subordination.
Subordination Agreement HUD-92420M (06/14)
6
(a) Agreement to Subordinate. Senior Lender and Subordinate Lender
agree that (i) the indebtedness evidenced by the Subordinate Loan Documents is
and shall be subordinated in right of payment, to the extent and in the manner
provided in this Agreement, to the prior payment of the indebtedness evidenced by
the Senior Loan Documents, and (ii)the Subordinate Mortgage and the other
Subordinate Loan Documents are and shall be subject and subordinate in all
respects to the liens, terms, covenants and conditions of the.Senior Security
Instrument and the other Senior Loan Documents and to all advances heretofore
made or which may hereafter be made pursuant to the Senior Security Instrument
and the other Senior Loan Documents (including but not limited to, all sums
advanced for the purposes of(1) protecting or further securing the lien of the Senior
Security Instrument, curing defaults by Borrower under the Senior Loan Documents
or for any other purpose expressly permitted by the Senior Security Instrument, or
(2) constructing, renovating, repairing, furnishing,fixturing or equipping the
Mortgaged Property). Subordinate Lender agrees to extinguish and release its lien
on any and all Mortgaged Property in the event Senior Lender,HUD, or a designee
of either acquires title to the Mortgaged Property pursuant to a deed in lieu of
foreclosure.
(b) Subordination of Subrogation Rights. Subordinate Lender agrees
that if, by reason of its payment of real estate taxes or other monetary obligations of
Borrower, or by reason of its exercise of any other right or remedy under the
Subordinate Loan Documents, it acquires by right of subrogation or otherwise a lien
on the Mortgaged Property which (but for this subsection)would be senior to the lien
of the Senior Security Instrument,then, in that event, such lien shall be subject and
subordinate to the lien of the Senior Security Instrument.
(c) Payments Before Senior Security Instrument Default.Until
Subordinate Lender receives a default notice of a Senior Security Instrument
Default from Senior Lender, Subordinate Lender shall be entitled to retain for
its own account all payments made under or pursuant to the Subordinate Loan
Documents provided that such payments are otherwise permitted under the
terms of this Agreement.
(d) Payments After Senior Security Instrument Default. Borrower
agrees that, after it receives notice (or otherwise acquires knowledge) of a Senior
Security Instrument Default, it will not make any payments under or pursuant to the
Subordinate Loan Documents (including but not limited to principal, interest,
additional interest, late payment charges, default interest, attorney's fees, or any
other sums secured by the Subordinate Mortgage)without Senior Lenders prior
written consent. Subordinate Lender agrees that, after it receives a default notice
from Senior Lender with written instructions directing Subordinate Lender not to
accept payments from Project Sources on account of the Subordinate Loan,it will
not accept any payments under or pursuant to the Subordinate Loan Documents
(including but not limited to principal, interest, additional interest, late payment
charges, default interest, attorney's fees, or any other sums secured by the
Subordinate Mortgage) unless either(i)such payment is being made solely from
Non-Project Sources or(ii) such payment is made with Senior Lenders prior written
Subordination Agreement HUD-92420M (06/14)
7
consent If Subordinate Lender receives written notice from Senior Lender that the
Senior Security Instrument Default which gave rise to Subordinate Lender's
obligation not to accept payments has been cured, waived, or otherwise suspended
by Senior Lender, the restrictions on payment to Subordinate Lender,in this Section
5 shall terminate, and Senior Lender shall have no right to any subsequent
payments made to Subordinate Lender by Borrower prior to Subordinate Lender's
receipt of a new default notice from Senior Lender in accordance with the
provisions of this Section 5(d).
(e) Remitting Subordinate Loan Payments to Senior Lender. If,after
Subordinate Lender receives a default notice from Senior Lender in accordance
with subsection (d) above, Subordinate Lender receives any payments under the
Subordinate Loan Documents (other than payments permitted under subsection (d)
above), Subordinate Lender agrees that such payment or other distribution will be
received and held in trust for Senior Lender and unless Senior Lender otherwise
notifies Subordinate Lender in writing, will be promptly remitted, in kind to Senior
Lender, properly endorsed to Senior Lender, to be applied to the principal of,
interest on and other amounts due under the Senior Loan Documents in
accordance with the provisions of the Senior Loan Documents. By executing this
Agreement, Borrower specifically authorizes Subordinate Lender to endorse and
remit any such payments to Senior Lender, and specifically waives any and all
rights to have such payments returned to Borrower or credited against the
Subordinate Loan. Borrower and Senior Lender acknowledge and agree that
payments received by Subordinate Lender, and remitted to Senior Lender under
this Section 5, shall not be applied or otherwise credited against the Subordinate
Loan, nor shall the tender of such payment to Senior Lender waive any
Subordinate Mortgage Default which may arise from the inability of Subordinate
Lender to retain such payment or apply such payment to the Subordinate Loan.
(f) Agreement Not to Commence Bankruptcy Proceeding.
Subordinate Lender agrees that during the term of this Agreement it will not
commence, or join with any other creditor in commencing any Bankruptcy
Proceeding with respect to Borrower, without Senior Lender's prior written consent
6. Default Under Subordinate Loan Documents.
(a) Notice of Default and Cure Rights. Subordinate Lender shall
deliver to Senior Lender a default notice within five Business Days in each case
where Subordinate Lender has given a default notice to Borrower. Failure of
Subordinate Lender to send a default notice to Senior Lender shall not prevent the
exercise of Subordinate Lender's rights and remedies under the Subordinate Loan
Documents, subject to the provisions of this Agreement.Senior Lender shall have
the opportunity, but not the obligation, to cure any Subordinate Mortgage Default
within 60 days following the date of such notice; provided, however that
Subordinate Lender shall be entitled, during such 60-day period, to continue to
pursue its rights and remedies under the Subordinate Loan Documents, subject to
the limitations set forth in Section 6(b) below.
Subordination Agreement HUD-92420M (06/14)
8
(b) Subordinate Lender's Exercise of Remedies After Notice to
Senior Lender. If a Subordinate Mortgage Default occurs and is continuing,
Subordinate Lender agrees that it will not commence foreclosure proceedings with
respect to the Mortgaged Property under the Subordinate Loan Documents or
exercise any other rights or remedies it may have under the Subordinate Loan
Documents with respect to the Mortgaged Property, including, but not limited to
accelerating the Subordinate Loan, collecting rents, appointing (or seeking the
appointment of) a receiver or exercising any other rights or remedies thereunder
without Senior Lender's prior written consent. However, the preceding sentence
shall not (i) limit Subordinate Lender's right to bring an action seeking recovery
solely from Non-Project Sources or(ii) preclude Subordinate Lender from
exercising or enforcing all the rights available to Subordinate Lender under the
Subordinate Loan Documents and/or under applicable law to enforce covenants
and agreements of Borrower relating to income, rent or affordability restrictions.
7. Default Under Senior Loan Documents.
(a) Notice of Default and Cure Rights. Senior Lender shall deliver to
Subordinate Lender a default notice within five Business Days in each case where
Senior Lender has given a default notice to Borrower(provided that Senior Lender
shall have no liability to Borrower, Subordinate Lender or to any other Entity for
failure to timely give such notice). Failure of Senior Lender to send a default notice
to Subordinate Lender shall not prevent the exercise of Senior Lender's right and
remedies under the Senior Loan Documents, subject to the provisions of this
Agreement. Borrower agrees that Subordinate Lender shall have the opportunity,
but not the obligation, to cure either a Monetary Event of Default or a Covenant
Event of Default within 30 days following the date of such notice, or any time prior
to an assignment of the Senior Security Instrument from Senior Lender to HUD,
whichever date is later. Subordinate Lender acknowledges that Senior Lender
shall be entitled during such period described above to continue to pursue its
remedies under the Senior Loan Documents. Subordinate Lender shall have the
opportunity to cure a Covenant Event of Default during such period described
above so long as there is no Monetary Event of Default under the Senior Loan
Documents. All amounts paid by Subordinate Lender to Senior Lender to cure any
default under the Senior Loan Documents shall be deemed to have been
advanced by Subordinate Lender pursuant to,and shall be secured by the lien of,
the Subordinate Mortgage.
(b) Cross Default. Subordinate Lender agrees that, notwithstanding any
contrary provision contained in the Subordinate Loan Documents, a Senior Security
Instrument Default shall not constitute a default under the Subordinate Loan
Documents if no other default occurred under the Subordinate Loan Documents.
8. Conflict.
Borrower, Senior Lender and Subordinate Lender each agrees that, in the event
of any conflict or inconsistency between the terms of the Senior Loan Documents, the
Subordinate Loan Documents and the terms of this Agreement, the terms of this
Subordination Agreement HUD-92420M (06/14)
9
Agreement shall govern and control solely as to the following: (a) the relative priority of
the security interests of Senior Lender and Subordinate Lender in the Mortgaged
Property; and (b) solely as between Senior Lender and Subordinate Lender, the notice
requirements, cure rights, and the other rights and obligations which Senior Lender and
Subordinate Lender have agreed to as expressly provided in this Agreement. Borrower
acknowledges that the terms and provisions of this Agreement shall not, and shall not
be deemed to: extend Borrower's time to cure any Senior Security Instrument Default or
Subordinate Mortgage Default, as the case may be; give Borrower the right to notice of
any Senior Security Instrument Default or Subordinate Mortgage Default, as the case
may be other than that, if any, provided, respectively under the Senior Loan Documents
or the Subordinate Loan Documents, as applicable; or create any other right or benefit
for Borrower as against Senior Lender or Subordinate Lender,
9. Rights and Obligations of Subordinate Lender under the Subordinate
Loan Documents and of Senior.Lender under the Senior Loan Documents,
Subject to each of the other terms of this Agreement, all of the following provisions
shall supersede any provisions of the Subordinate Loan Documents covering the same
subject matter:
(a) Protection of Security Interest. Subordinate Lender shall not,
without the prior written consent of Senior Lender in each instance, take any
action which has the effect of increasing the indebtedness outstanding under, or
secured by, the Subordinate Loan Documents, except that Subordinate Lender
shall have the right to advance funds to cure Senior Security Instrument Defaults
pursuant to Section 7(a) above and advance funds pursuant to the Subordinate
Mortgage for the purpose of paying real estate taxes and insurance premiums,
making necessary repairs to the Mortgaged Property and curing other defaults by
Borrower under the Subordinate Loan Documents.
(b) Condemnation or Casualty. In the event of: ataking or threatened
taking by condemnation or other exercise of eminent domain of all or a portion of the
Mortgaged Property(collectively,a"Taking"); or the occurrence of a fire or other
casualty resulting in damage to all or a portion of the Mortgaged Property (collec-
tively, a"Casualty"),at any time or times when the Senior Security Instrument
remains a lien on the Mortgaged Property the following provisions shall apply:
(1) Subordinate Lender hereby agrees thatits rights (under the
Subordinate Loan Documents or otherwise) to participate in any proceeding
or action relating to a Taking and/or a Casualty, or to participate or join in
any settlement of, or to adjust, any claims resulting from a Taking or a
Casualty shall be and remain subordinate in all respects to Senior Lender's
rights under the Senior Loan Documents with respect thereto, and
Subordinate Lender shall be bound by any settlement or adjustment of a
claim resulting from a Taking or a Casualty made by or with the written
consent of Senior Lender; and
(2) all proceeds received or to be received an account of a Taking
Subordination Agreement HUD-92420M (06/14)
10
ora Casualty, or both, shall be applied (to payment of the costs and
expenses of repair and restoration and/or to payment of the Senior Security
Instrument) in the manner determined by Senior Lender in its sole
discretion; provided, however, that if Senior Lender elects to apply such
proceeds to payment of the principal of, interest on and other amounts
payable under the Senior Security Instrument, any proceeds remaining after
the satisfaction in full of the principal of, interest on and other amounts
payable under the Senior Security Instrument shall be paid to, and may be
applied by, Subordinate Lender in accordance with the applicable provisions
of the Subordinate Loan Documents. Any proceeds then remaining after the
satisfaction in full of the principal of, interest on and other amounts payable
under the Subordinate Loan Documents shall be paid by the Subordinate
Lender to Borrower.
(c) No Modification of Subordinate Loan Documents. Borrower and
Subordinate Lender each agrees that, until the principal of, interest on and all
other amounts payable under the Senior Loan Documents have been paid in full,
it will not, without the prior written consent of Senior Lender in each instance,
increase the amount of the Subordinate Loan, increase the required payments
due under the Subordinate Loan, decrease the term of the Subordinate Loan,
increase the interest rate on the Subordinate Loan, or otherwise amend the
Subordinate Loan terms in a manner that creates an adverse effect upon Senior
Lender under the Senior Loan Documents. Any unauthorized amendment of the
Subordinate Loan Documents without Senior Lender's consent shall be void ab
initio and of no effect whatsoever.
10. Modification of Senior Loan Documents;Refinancing of Senior
Indebtedness.
Subordinate Lender consents to any agreement or arrangement in which Senior
Lender waives, postpones, extends, reduces or modifies any provisions of the Senior Loan
Documents, including any provision requiring the payment of money, provided however,
there shall be no modification of the Senior Loan Documents without the consent of the
Subordinate Lender if such modification would increase the principal amount of the Senior
Indebtedness beyond the original principal amount of the Senior Indebtedness (excluding
any amounts having been advanced by Senior Lender for the protection of its security
interest pursuant to the Senior Loan Documents), increase the interest rate of the Senior
Indebtedness, or decrease the original maturity term of the Senior Indebtedness.
Subordinate Lender further agrees that its agreement to subordinate hereunder shall
extend to any new mortgage debt which is for the purpose of refinancing all or any part of
the Senior Indebtedness in accordance with Program Obligations (including reasonable and
necessary costs associated with the closing and/or the refinancing), and that all the terms
and covenants of this Agreement shall inure to the benefit of any holder of any such
refinanced debt; and that all references to the Senior Indebtedness, the Senior Note, the
Senior Security Instrument, the Senior Loan Documents and Senior Lender shall mean,
respectively, the indebtedness related to the refinance loan, the refinance note, the security
instrument securing the refinance note, all documents evidencing, securing or
Subordination Agreement HUD-92420M (06/14)
1I
otherwise pertaining to the refinance note and the holder of the refinance note, provided
however, there shall be no refinancing of the Senior Indebtedness without the consent of
the Subordinate Lender if such refinancing would increase the principal amount of the
Senior Indebtedness beyond the original principal amount of the Senior Indebtedness
(excluding any amounts having been advanced by Senior Lender for the protection of its
security interest pursuant to the Senior Loan Documents), increase the interest rate of the
Senior Indebtedness, or decrease the original maturity term of the Senior Indebtedness.
11. Default by Subordinate Lender or Senior Lender.
If Subordinate Lender or Senior Lender defaults in performing or observing any
of the terms, covenants or conditions to be performed or observed by it under this
Agreement, the other, non-defaulting Lender shall have the right to all available legal
and equitable relief.
12. Notices.
Each notice, request, demand, consent, approval or other communication (hereinafter in
this Section referred to collectively as "notices" and referred to singly as a "notice") which
Senior Lender or Subordinate Lender is required or permitted to give to the other party
pursuant to this Agreement shall be in writing and shall be deemed to have been duly and
sufficiently given if: (a)personally delivered with proof of delivery thereof(any notice so
delivered shall be deemed to have been received at the time so delivered); or(b) sent by
Federal Express (or other similar national overnight courier) designating next Business
Day delivery (any notice so delivered shall be deemed to have been received on the next
Business Day following receipt by the courier); or (c) sent by United States registered or
certified mail, return receipt requested, postage prepaid, at a post office regularly
maintained by the United States Postal Service(any notice so sent shall be deemed to
have been received two Business Days after mailing in the United States), addressed to
the respective parties as follows:
SENIOR LENDER:
Walker and Dunlop, LLC
7501 Wisconsin Ave, Suite 1200E
Bethesda, MD 20814
Attn: Kristin Layden
With a copy to:
Peaseley and Derryberry PLC
504 Autumn Springs Court
Franklin, TN 37067
Subordination Agreement HUD-92420M (06/14)
12
HUD:
U.S. Department of Housing and Urban
Development Director- Office of
Multifamily Asset Management Room
6160451 Seventh Street, S.W.
Washington, DC 20410
SUBORDINATE LENDER:
City of Glendale Community
Revitalization Division
5850 W. Glendale Avenue, Suite 107
Glendale, AZ
Attn: Assistant City Manager
Either party may, by notice given pursuant to this Section, change the person or
persons and/or address or addresses, or designate an additional person or
persons or an additional address or addresses for its notices, but notice of a
change of address shall only be effective upon receipt.
13. General.
(a) Assignment/Successors.This Agreement shall be
binding upon Borrower, Senior Lender and Subordinate Lender and shall inure
to the benefit of the respective legal successors and assigns of Senior Lender
and Subordinate Lender.
(b) No Partnership or Joint Venture.Senior Lender's
permission for the placement of the Subordinate Loan Documents does not
constitute Senior Lender as a joint venturer or partner of Subordinate Lender.
Neither party hereto shall hold itself out as a partner, agent or Affiliate of any
other party hereto.
(c) Senior Lender's and Subordinate Lender's Consent
Wherever Senior Lender's consent or approval is required by any provision of this
Agreement,such consent or approval may be granted or denied by Senior Lender
in its sole and absolute discretion, unless otherwise expressly provided in this
Agreement. Wherever Subordinate Lender's consent or approval is required by any
provision of this Agreement, such consent or approval may be granted or denied by
Subordination Agreement HUD-92420M (06/14)
13
Subordinate Lender in its sole and absolute discretion, unless otherwise expressly
provided in this Agreement.
(d) Further Assurances; UCC Financing Statements. Subordinate
Lender, Senior Lender and Borrower each agree, at Borrower's expense, to
execute and deliver all additional instruments and/or documents reasonably
required by any other party to this Agreement in order to evidence that the
Subordinate Loan Documents are subordinate to the lien, covenants and conditions
of the Senior Loan Documents, or to further evidence the intent of this Agreement.
Senior Lender is hereby authorized to file any and all UCC financing statement
amendments required to reflect the priority of the Senior Indebtedness.
(e) Amendment. This Agreement shall not be amended except
by written instrument signed by all parties hereto.
(f) Governing Law.This Agreement shall be governed by the laws
of the State in which the Mortgaged Property is located, except as, so long as
the Senior loan is insured or held by HUD, and solely as to rights and remedies
of HUD, federal jurisdiction may be appropriate pursuant to any federal
requirements. The State courts, and with respect to HUD's rights and remedies,
federal courts, and governmental authorities in the State in which the
Mortgaged Property is located, shall have exclusive jurisdiction over all
controversies which shall arise under or in relation to the`.Subordinate Loan
Documents. Borrower irrevocably consents to service, jurisdiction, and venue of
such courts for any such litigation and waives any other venue to which it might
be entitled by virtue of domicile, habitual residence or otherwise.
(g) Severable Provisions, If any provision of this Agreement shall be
invalid or unenforceable to any extent, then the other provisions of this Agreement
shall not be affected thereby and shall be enforced to the greatest extent permitted
by law.
(h) Term. The term of this Agreement shall commence on the date
hereof and shall continue until the earliest to occur of the following events: (i) the
payment of all of the principal of, interest on and other amounts payable under
the Senior Loan Documents; (ii) the payment of all of the principal of, interest on
and other amounts payable under the Subordinate Loan Documents, other than
by reason of payments which Subordinate Lender is obligated to remit to Senior
Lender pursuant to Section 5 hereof; (iii) the acquisition by Senior Lender of title
to the Mortgaged Property pursuant to a foreclosure; or (iv) the acquisition by
Subordinate Lender of title to the Mortgaged Property pursuant to a foreclosure
or a deed in lieu of foreclosure of, or the exercise of a power of sale contained in,
the Subordinate Mortgage, but only if such acquisition of title does not violate any
of the terms of this Agreement. Notwithstanding the foregoing, in the event the
Senior Indebtedness is refinanced, the term of this Agreement shall continue and
the Subordinate Indebtedness and Subordinate Loan Documents shall be
subordinate to any such indebtedness related to the refinance loan as provided
in Section 10 above.
(i) Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be considered an original for all purposes;
provided, however, that all such counterparts shall together constitute one and
the same instrument.
Each signatory below hereby certifies that each of their statements and
representations contained in this Agreement and all their supporting documentation
thereto are true, accurate, and complete. This Agreement has been made, presented,
and delivered for the purpose of influencing an official action of HUD in insuring the
Loan, and may be relied upon by HUD as a true statement of the facts contained
therein.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as
of the day and year first written above.
See Counterpart Signature Pages
SENIOR LENDER:
By: Walker and Dunlop, LLC
Name: Kristin G. Leyden
Title: Assistant Vice President
SUBORDINATE LENDER:
By: City of Glendale
Name: Brenda S. Fischer
Title: City Manager
BORROWER:
By: Tanner Terrace, Inc.
Name: L.C. DeMon Carey
Title: Vice President
Warning:
Any person who knowingly presents a false, fictitious, or fraudulent statement or claim
in a matter within the jurisdiction of the U.S. Department of Housing and Urban
Development is subject to criminal penalties, civil liability, and administrative
sanctions.
SENIOR LENDER
Walker&Dunlop,LLC,
a Delaware limited liability company
Kristin G. Layden,Assistant Ice President
STATE OF TENNESSEE )
COUNTY OF WILLIAMSON1/4
The foregoing instrument was acknowledged before me on this `7 day of
March 2015,by Kristin G. Layden, in her capacity as the Assistant Vice President of
Walker &Dunlop, LLC, a Delaware limited liability company, on behalf of said limited
liability company(Lender).
MY COMMISSION EXPIRES
MARCH 10, 2018
My commission expires:
DE f?Iii
CC-
O STATE �L
OF
TENNESSEE _
Nom,RY
:ate t���.. PUBLIC . _\, NOTARY PUBLIC, TATE 'LA GE
�i�ri� MSON O `��.... /
!//t�lll h till iXiti���"
SUBORDINATE LENDER
CITY OF GLENDALE, an Arizona
muni j:. .rpor•tion
Brenda S.Fischer
City Manager
ATTEST:
Hanna
City Clerk (SEAL)
APPROVED AS TO FORM:
dtmeaat
ael D. ;Hey
City Atto ey
an Arizona corporation
By:
Its:
STA LE OF ARIZONA )
)ss.
County of Maricopa )
SUBSCRIBED AND SWORN to before me this q day of JQYIUO-ht
201 by 15t2Y1&a S. rts&ier C& man& l , the Developer who signed the
above document.
(LULL& tom--
. y Public
My Commission Expires: ALICaA MULLER
,pn* trosuh mna
``�,, +� IARRICOPA COUNTY
INS. �} a,0+5 / Mn, b4 2015
BORROWER
Tanner Terrace, Inc., an Arizona nonprofit
corporation
y
By the ` ? ir„,,
Name: L.C.DeMon Carey
Its: Vice President
STATE OF ARIZONA )
) ss.
County of )
SUBSCRIBED AND SWORN to before me this y day of /'-6ard7 ,
2015, by L. G Denial C.fFRe y ,the Developer who signed the
above document.
Notary Public
My Commission Expires:
// "'r. CHARTRESE C. PRUITT
�.JOYCM.bfY' 2 ZD/(� s-,, + Notary Public-Arizona
a E Maricopa County
My Commission Expires
L.:11,.-IS November 28,2016
SCHEDULE A
SENIOR NOTE AND INDEBTEDNESS DESCRIPTION
Promissory Note Deferred Loan between Tanner Terrace, Inc. and the City of Glendale dated
October 25, 2005 in the amount of$62,000.00 and is attached as Exhibit B hereto.
Payment terms:"The Note is made on a 10-year Deferred Payment, non-interest bearing
basis on and is secured by a Deed of Trust."
EXHIBIT A
DESCRIPTION OF THE PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MARICOPA,
STATE OF ARIZONA,AND IS DESCRIBED AS FOLLOWS:
The North Seven-Tenths of the Northeast quarter of the Southwest quarter of the Southeast
quarter of Section 4, Township 2 North,Range 2 East of the Gila and Salt River Base and
Meridian, Maricopa County,Arizona;
Except the East 30 feet thereof.
APN: 147-09-017A
EXHIBIT B
Subordinate Loan Documents
1. Promissory Note Deferred Loan between Tanner Terrace, Inc. and the City of Glendale dated
October 25, 2005;
2. Deed of Trust and Assignment of Rents between Tanner Terrace, Inc.and the City of
Glendale dated October 25,2005
Subordination Agreement HUD-92420M (06/14)
OFFICIAL RECORDS OF
MFSRICOFA COUNTY RECORDER
HELEN PURCELL
20051674296 11/04/2005 11:54
ELECTRONIC RECORDING
When recorded,mail to:
CITY OF GLENDALE
Community Revitalization PNTAI NER-2-1-1--
6829 North 58° Drive,Suite 194 X' r 18 t -r 6 Fonts=
Glendale,AZ 85301
PROMISSORY NOTE
DEFERRED LOAN
Loan Amount: $62,000 Glendale, Arizona
Date: October 25, 2005
FOR VALUE RECEIVED, the undersigned jointly and severally promise(s) to pay to the order of the City
of Glendale, a municipal corporation of the state of Arizona(City), or its successors,the principal sum of
Sixty-Two Thousand Dollars and 001100 ($62,000). This Note is made on a 10-year Deferred
Payment, non-interest bearing basis on and is secured by a Deed of Trust.
This Note shall become due and payable upon any transfer, voluntary, involuntary, or by operation of
law, of the Property identified in the Deed of Trust within ten years from the date of this Note, or at any
time within ten years from the date of this Note undersigned ceases to occupy or use the property to
provide services to low or moderate income youth. This Note Is secured by a Deed of Trust executed by
the undersigned naming the City of Glendale as Beneficiary; which Deed of Trust and this Note are
security for the obligations of the undersigned contained in the contract for (Refurbishment and
Modernization)executed by the parties on
The amount due at such time shall be the amount of the current fair market value of the property less
any portion attributable to non-Community Development Block Grant funds involved in the rehabilitation
improvements to the real property. The current fair market value of the property shall be established by
independent appraisal. The portions of fair market value attributable to CDBG and non-CDBG funds
shall be established at completion of the rehabilitation improvements through a subsequent appraisal.
Appraisals completed to determine such values shall be at the sole cost and expense of the City.
If at the end of the term of this Promissory Note, the undersigned has continuously provided the services
and complied with the provisions of the above referenced subrecipient agreement, the City shall
consider the obligations of this Note to have been met and shall consider its security interest in the
property to be released to the undersigned.
Should default be made in the payment of any amount when due, or should the undersigned default on
any obligation owed to the City under the terms of this Promissory Note or the Deed of Trust providing
security, therefore,the whole sum of principal shall become immediately due and payable at the option
of the holder of this Note.
If suit or action is instituted by City to recover on this Note, Tanner Terrace Apartments agrees to pay
reasonable attorney's fees and costs in addition to the amount due on the Note.
Promissory Note I Deterred Loan 1
20051674296
Diligence, demand, protest and notice of demand and protest are hereby waived and the undersigned
hereby waives, to the extent which otherwise would apply to the debt evidenced by this Note. Consent is
hereby given to the extension of time of payment of this Note, without notice.
The undersigned reserves the right to repay at any time all of the principal amount of this Note in a
single payment without the penalties, discount or premiums.
IN WITNESS WHEREOF, this Note and Deed of Trust securing the Note, have been duly executed by
the undersigned, as of the date above written.
iaDirector
set
Terrace Apartments
STATE OF ARIZONA )
}ss
County of Maricopa )
BE IT REMEMBERED, that on this , day of >(Jc lLalrr 2000 , before me, the
undersigned, a Notary Public in and for said County and State, personally appeared the within named
i C • ThDMuil Care.) known to me to be the identical individual(s) described in and
who executed the within Loan/and Note and acknowledged to me the said individual(s) executed the same freely
and voluntarily.
IN TESTIMONY WHEREQi," .,,r ' � Id affixed by official seal the day and year above
written. ' ' . orflc� LSEAL
}}
Selitti,‘ JEAN DEVER
fl ��y NOMARICOPACOUNC-ARITZO( vNA r i7`. J
<r; C' My Comm.Expires Amil14,20011 , Notary Public
Deputy City j nager
City of Glen•ale
STATE OF ARIZONA )
)ss
County of Maricopa )
BE IT REMEMBERED, that on this 5 day of NM.)P EYt i v , 200 S , before me, the
undersigned, Notary Public in and for said County and State, personally appeared the within named
((-,Iono �4 n+t& fspt/1 b , known to me to be the identical individuals) described in and
who executed the within Loan and Note and acknowledged to me the said individuals) executed the same freely
and voluntarily.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed by official seal the day and year above
written. f „" ARCIE MCCRACKEN
OUNTY
esNOTARY PUBLIC-ARIZOA ait /� { t u, nY
t, ssoMyCommin�ies NoPubl
NIAR
. ^ January 3,ROM
Promissory Note/Deferred Loan 2
OFFICIAL RECORDS OF
MARICOPA COUNTY RECORDER
HELEN PURCELL
20051671790 11/04/2005 09:25
ELECTRONIC RECORDING
When recorded, mail to:
CITY OF GLENDALE DOTTANNER-7-1-1-
Community Revitalization
6829 North 561h Drive,Suite 104 Esquivela
Glendale,AZ 85301
DEED OF TRUST AND ASSIGNMENT OF RENTS
DATE: October 25,2005
TRUSTOR: Tanner Terrace Apartments
ADDRESS: 7138 North 45th Avenue
Glendale,Arizona 85301
BENEFICIARY: City of Glendale
ADDRESS: 6829 North 58'" Drive, Suite 104
Glendale, Arizona 85301
TRUSTEE: Land America Lawyers Title
ADDRESS: 2152 South Vineyard, Suite 106
Mesa,Arizona 85210
PROPERTY in Maricopa'County, State of Arizona, described as:
See the Legal Description set Forth in"Attachment A"
and Incorporated by this Reference
This Deed of Trust is made between the Trustor, Trustee and Beneficiary above named.
WITNESSETH: That Trustor irrevocably grants and conveys to Trustee in Trust, with Power of
Sale, the above described real property, together with: (1) All buildings, improvements and
fixtures now or hereafter placed thereon; (2) all existing leases, and all future leases executed
with respect to such property; (3) all rents, issues, profits and income thereof (all of which are
hereinafter called `property'income"); (4) all classes of property now, or at any time hereafter,
attached to or used in any way in connection with the use, operation or occupancy of such
property; (5) all property, rights, permits and privileges now or hereafter owned by Trustor or
now or hereafter appurtenant to such property,which entitle Trustor or such property to receive
water or electrical power for use thereon; all property granted, transferred and assigned to
Trustee hereunder is hereafter referred to as the 'property," and Trustor warrants that it is well
and truly seized of a good and marketable title in fee simple to the real property hereby
conveyed; that the title to all property conveyed by this Deed of Trust is clear, free and
unencumbered, and Trustor shall forever warrant and defend the same unto Beneficiary, its
Deed of Trust and Assignment of Rents 1
20051671790
successors and assigns, against all claims whatsoever; SUBJECT, HOWEVER, to the right,
power, and authority hereinafter given to and conferred upon Beneficiary to collect and apply
such property income; AND SUBJECT TO any easements and restrictions listed in a schedule
of exceptions to coverage in any title insurance polity insuring Beneficiary's interest in the
property.
FOR THE PURPOSE OF SECURING:
(a) Performance of each agreement of Trustor herein contained. (b) Payment of the
indebtedness evidenced by promissory note or notes of even date herewith, and any extension
or renewal thereof, in the principal sum of Sixty-Two Thousand Dollars and 00/100
($62,000), executed by Trustor in favor of Beneficiary or order. Payment of additional sums
and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns,
when evidenced by a promissory note or notes that are secured by this Deed of Trust.
A. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS
AND AGREES:
1. To keep said property in good condition and repair; not to remove or demolish any
building thereon; to complete or restore promptly and in good and workmanlike manner any
building which may be constructed, damaged, or destroyed thereon, and to pay when due all
claims for labor performed and materials furnished therefor; to comply with all laws affecting
said property or requiring any alterations or improvements to be made thereon; not to commit or
permit waste thereof; not to commit,suffer, or permit any act upon said property in violation of
law;and to do all other acts which from the character or use of said property maybe reasonably
necessary, the specific enumerations herein not excluding the general.
2. To keep all improvements now or hereafter erected on said property continuously
insured against loss by fire or other hazards specified by Beneficiary in an amount not less than
the total obligation secured hereby. All policies shall be held by Beneficiary and be In such
companies as Beneficiary may approve and have loss payable first to Beneficiary, as his
interest may appear and then to Trustor. The amount collected under any insurance policy may
be applied upon any indebtedness hereby secured and in such order as Beneficiary may
determine or at option of Beneficiary the entire amount so collected or any part thereof may be
released to Trustor. Such application or release shall not cure or waive any default hereunder
nor cause discontinuance of any action that may have been or may thereafter be taken by
Beneficiary or Trustee because of such default.
3. To appear in and defend any action or proceeding purporting to affect the security
hereof or the rights or powers of Beneficiary or Trustee;.and to pay all costs and expenses of
Beneficiary or Trustee, including cost of evidence of title and attorneys feesin a reasonable
sum, in any such action or proceeding in which Beneficiary or Trustee may appear or be
named, and in any suit brought by Beneficiary to enforce this Deed of Trust.
4. To pay: before delinquent, all taxes and assessments affecting said property; when
due, all encumbrances, charges and liens, on said property or any part thereof,which appear to
be prior or superior hereto; alt costs, fees, and expenses of this Trust, including, without limiting
the generality of the foregoing, the fees of Trustee for issuance of any Deed of Partial Release
and Partial Reconveyance or Deed of Release and Full Reconveyance and all lawful charges,
costs, and expenses in the event of reinstatement of, following default in, this Deed of Trust or
the obligations secured hereby.
Deed of Trust and Assignment of Rents 2
20051671790
Should Trustor fail to make any payment or to do any act as herein provided, then
Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon
Trustor and without releasing Trustor from any obligation hereof, may: Make or do the same in
such manner and to such extent as either may deem necessary to protect the security hereof,
Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear
in and defend any action or proceeding purporting to affect the security hereof or the rights or
powers of Beneficiary or 'Trustee pay, purchase, contest or compromise any encumbrance,
charge, or lien which in the judgment of either appears to be prior or superior hereto; and, in
exercising any such powers, pay necessary expenses, employ counsel,and pay his reasonable
fees: All amounts so paid,together with interest thereon at the same rate as is provided for in
the note secured by this Deed of Trust or at the highest legal rate,whichever is greater,shall be
part of the debt secured by this Deed of Trust and a lien on the above property.
5. To pay immediately and without demand all sums expended by Beneficiary or
Trustee pursuant to the provisions hereof, together with interest from date of expenditure at the
same rate as is provided for in the note secured by this Deed of Trust or at the highest legal
rate, whichever is greater. Any amounts so,paid by Beneficiary or Trustee shall become part of
the debt secured by this Deed of Trust and a lien on said property and immediately due and
payable at option of Beneficiary or Trustee.
B. IT IS MUTUALLY AGREED;
1. That any award of damages in connection with any condemnation or any taking, or
for injury to the property by reason of public use, or for damages for private trespass or injury
thereto, is assigned and shall be paid to Beneficiary as further security for all obligations
secured hereby (reserving unto Trustor, however, the right to sue therefor and the ownership
thereof, subject to this Deed of Trust), and upon receipt of such moneys Beneficiary may hold
the same as such further security, or apply or release the same in the same manner and with
the same effect as above provided for disposition of proceeds of fire or other insurance.
2. That by accepting payment of any sum secured hereby after its due date, Beneficiary
does not waive his right either to require prompt payment when due of all other sums so
secured or to declare default for failure so to pay. Without affecting the obligation of Trustor to
pay and perform as herein required; without affecting the personal liability of any person for
payment of the indebtedness secured hereby; and without affecting the lien or priority of lien
hereof on the Trust Property, Beneficiary may, at its option, extend the time for payment of said
indebtedness, or any part thereof, reduce the payment thereon, release any person liable on
any of said indebtedness, accept a renewal note therefor, modify the terms of said
indebtedness, take or release other or additional security, or join in any extension or
subordination agreement. Any such action by Beneficiary or the Trustee at Beneficiary's
direction may be taken without the consent of any junior lienholder, and shall not affect the
priority of this Deed of Trust over any junior lien. Time is of the essence of this Deed of Trust.
3. That at any time or from time to time, and without notice, upon written request of
Beneficiary and presentation of this Deed of Trust and said note(s) for endorsement, and
without liability therefor,and without affecting the personal liability of any person for payment of
the indebtedness secured hereby, and without affecting the security hereof for the full:amount
secured hereby on all property remaining subject hereto, and without the necessity that any
sum representing the value or any portion thereof of the property affected by the Trustee's
action be credited on the indebtedness, the Trustee may: (a) release and reconvey all or any
part of said properly; (b) consent to the making and recording, or either, of any map or plat of
Deed of 111151 and Assignment of Rents 3'
20051671790
the property or any part thereof; (c)join in granting any easement thereon; (d)join in or consent
to any extension agreement of any agreement subordinating the lien, encumbrance or charge
hereof. Any Trustor signing this Trust as a surety or accommodation party or that has
subjected its property to this Trust to secure the debt of another, expressly waives the benefits
of A.R.S. 12-1641.
4. That upon written request of Beneficiary stating that all sums secured hereby have
been paid, and upon surrender of this Deed of Trust and said note(s) to Trustee for cancellation
and retention, and upon payment of its fees, Trustee shall release and reconvey, without
covenant or warranty, express or implied, the property then held hereunder, the recitals in such
reconveyance, of any matters or facts, shall be conclusive proof of the truthfulness thereof.
The grantee in such reconveyance may be described as"the person or persons legally entitled
thereto."
5. That as additional security, Trustor hereby gives to and confers upon Beneficiary the
right, power, and authority, during the continuance of this Trust,to collect the property income,
reserving to Trustor the right, prior to any default by Trustor in payment of any indebtedness
secured hereby or in performance of any agreement hereunder, to collect and retain such
property income as it becomes due and payable. Upon any such default Beneficiary may at
any time, without notice either by person, by agent, or by receiver to be appointed by a court,
and without regard to the adequacy of any security for the indebtedness hereby secured or the
solvency of the Trustor,enter upon and take possession of said property or any part thereof, in
his own name sue for or otherwise collect such property income, including that past,due and
unpaid and apply the same, less costs and expenses of operation and collection, including
reasonable attorney's fees of Beneficiary and Trustee, upon any indebtedness secured hereby,
and in such order as Beneficiary may determine. The entering upon and taking possession of
said property, the collection of such property income, and the application thereof as aforesaid,
shall not cure or waive any default or notice of Trustee's sale hereunder or invalidate any act
done pursuant to such notice. Beneficiary shall expressly have all rights provided for in A.R.S.
33-702B and 33-807.
6. That upon default by Trustor in the payment of any indebtedness secured hereby or
in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby
immediately due and payable by delivery to Trustee of written notice thereof, setting forth the
nature thereof, and of election to cause to be sold said property under this Deed of Trust.
Beneficiary also shall deposit with Trustee this Deed of Trust, said note(s), and all documents
evidencing expenditures secured hereby.
Trustee shall record and give notice of Trustee's sale in the manner required by law,
and after the lapse of such time as may then be required by law, Trustee shall sell, in the
manner required by law, said property at public auction at the time and place fixed by it In said
notice of Trustee's sale to the highest bidder for cash in lawful money of the United States,
payable at time of sale. Trustee at its discretion may postpone or continue the sale from time to
time by giving notice of postponement or continuance by public declaration at the time and
place last appointed for the sale. Trustee shall deliver to such purchaser its Deed conveying
the property so sold, but without any covenant or warranty, expressed or implied. Any persons,
including Trustor, Trustee or Beneficiary, may purchase at such sale. The purchaser at the
Trustee's sale shall be entitled to immediate possession of the property as against the Trustee
or other persons in possession and shall have a right to the summary proceedings to obtain
possession provided in Title 12, Chapter 8, Article 4, Arizona Revised Statues, together with
costs and reasonable attorney's fees.
Deed of Trust and Assignment of Rents 4
20051671790
After deducting all costs, fees, and expenses of Trustee and of this Trust,including cost
of evidence of title in connection with sale and reasonable attorney's fees of Beneficiary and
Trustee, Trustee shall apply the proceeds of sale to payment of: all sums then secured hereby
and all other sums due under the terms hereof, with accrued interest;and the remainder, if any,
to the person or persons legally entitled thereto, or as provided in A.R.S. 33-812. To the extent
permitted by law,an action may be maintained by Beneficiary to recover a deficiency judgment
for any balance due hereunder. In lieu of sale pursuant to the power of sale conferred hereby,
this Deed of Trust may be foreclosed in the same manner provided by law for the foreclosure of
mortgages on real property. Beneficiary shall also have all other rights and remedies available
to it hereunder and at law or in equity. All rights and remedies shall be cumulative.
7. That Beneficiary may appoint a successor Trustee in the manner prescribed by law.
Trustor and Beneficiary authorize Trustee, in the event any demand or notice is made or
tendered to it concerning this trust or the property, to hold any money and documents and to
withhold action or performance until an action shall be brought in a court of competent
jurisdiction to determine the rights asserted or the property of the demand, notice or action
requested and Trustee shall be without liability or responsibility for awaiting such court action.
A Successor Trustee herein shall without conveyance from the predecessor Trustee, succeed
to all the predecessor's title, estate, rights, powers,and duties. Trustee may resign at any time
by mailing or delivering notice thereof to Beneficiary and Trustor and having so resigned shall
be relieved of all liability and responsibility to Trustor, Beneficiary or otherwise hereunder.
"Trustee" herein shall include all successor trustees. Trustee shall not be liable for any action
taken in its discretion and in good faith, or upon advice of counsel, or upon any information
supplied or direction given by Beneficiary. Unless Trustee is adjudged grossly negligent or
guilty of intentional wrongdoing or breach of contract, Trustor and Beneficiary will, upon
demand, indemnify and hold harmless Trustee against all costs, damages, attorneys fees,
expenses and liabilities which it may incur or sustain in connection with this Deed of Trust or
any foreclosure or sale hereof or any court or other action or proceeding arising here from.
8. That this Deed of Trust applies to, inures to the benefit of, and binds all parties
hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The
term "Beneficiary" shall mean the owner and holder of the note(s) secured hereby, whether or
not named as Beneficiary herein. In this Deed of Trust, whenever the contest so required, the
masculine gender includes the feminine and neuter, and the singular number includes the
plural
9. That Trustee accepts this Trust when this Deed of Trust, duly executed and
acknowledged, is made a public record as provided by law. Trustee may but is not obligated to
notify any party hereto of pending sale under any other Deed of Trust or of any action or
proceeding in which Trustor, Beneficiary, or Trustee shall be a party, unless brought by
Trustee.
Deed of Trust and Assignment of Rents. 5
ZUU51b7119U
The undersigned Trustor requests that a copy of any notice of Trustee's sale hereunder be
mailed to him at his address set forth above.
-194,711197t1
x utive Director
Tanner Terrace Ape ants
STATE OF ARIZONA
) ss.
County of Maricooa
BE IT REMEMBERED, that on this i day of O°t°ber ,2005 1 before me, the
undersigned, a Notary Public in and for said County and State, personally appeared the within named
Cure ,known to me to be the identical individual(s) described
in and who executed the within Loarfand Note and acknowledged to me the said individual(s) executed
the same freely and voluntarily.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed by official seal the day and year
above written.
ken-nw-ou
rte:<. OF-rTCwLsenc j Notary Public
k q. JEAN DEVER Uf.
4Y_,V1 NOTARYPUBLIC-ARIZDNA
v� MARICOPA COUNTY
+� My Comm.Expires April 14,20Q8
4.`
e
Deputy City / ager
City of Glen. :le
STATE OF ARIZONA )
) ss-
County of Mancopa )
BE IT REMEMBERED, that on this 3 day of ,4io V e tribe , 200 , before me, the
unfriprsigned, A Notary Publiip n and for said County and State, personally appeared the within named
.doycGCS f tfl4 ,known to me to be the identical individual(s)described
in and who executed dtiffe within Loan and Note and acknowledged to me the said individual(s) executed
the same freely and voluntarily.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed by official seal the day and year
above written.
•• DARCIE MCCRACKEN /1,LR E i
ate;..NOTARY PUBLIC•ARIZONA ry Public
` J, MCommss1COUNTY
, yJanuaryi32s
Peed.of Trust and Assignment of Rents 6
20051671790
ATTACHMENT A
Legal Description:
4-2N-2E N 7/10 of NE4 SW4 SE4 EX E 30F RD
Property Address:
Tanner Terrace Apartments
7138 N. 45th Avenue
Glendale, Arizona 85301