MADISON HEIGHTS I MARICOPA COUNTY CONSENT TO LURA.PDF

When recorded return to:
Arizona Department of Housing
Attn: Rental Program Administrator
1110 W. Washington Street, Suite 280
Phoenix, AZ 85007
CONSENT AND SUBORDINATION AGREEMENT
THIS CONSENT AND SUBORDINATION AGREEMENT (“Agreement”), dated this _____ day
of ___________, 2017 is by and between Maricopa County (the "Lender") and the State of Arizona,
Arizona Department of Housing, a constituent department and an agency of the State of Arizona,
together with its successor and/or assignees to its rights, duties and obligations (the "Department"), and is
acknowledged to by Madison Heights Phase I, LLC, a Wisconsin limited liability company (“Owner”).
RECITALS
A. The Department has been designated by the State of Arizona pursuant to Arizona Revised Statute
Section 41-3901, et seq., and by the Arizona Revised Statutes Section 35-728(B) and (E) as the designated
housing credit agency for the State of Arizona for allocation of tax credits under the Low Income Housing
Tax Credit program (“Tax Credits”) as described in Sections 38(a) and 42 of the Internal Revenue Code of
1986, as amended and the United States Department of the Treasury Regulations (collectively the "Code");
B. The Owner is or shall acquire a fee or lessee’s interest in a seventy-seven (77) unit residential rental
housing project located on lands within the City of Phoenix, County of Maricopa, State of Arizona, the
legal description of which is more particularly set forth in the Deed of Trust (as hereafter defined), and is
incorporated herein by this reference (the “Project”);
C. In connection with the Owner’s acquisition of its interest in the Project, the Lender made a loan in the
original principal amount of $320,000 to Owner (the “Loan”). The Loan is evidenced by that certain
promissory note in the original principal amount of $320,000 made by the Owner to the order of the
Lender (the “Note”);
D. The Owner’s repayment of the Loan and performance of the terms of the Note is secured by a lien on
the Project created by that certain Deed of Trust dated September 29, 2015 and recorded on October 1,
2015 in the official records of the State of Arizona, County of Maricopa Recorder’s Office at Instrument
No. 20150710257 (the “Deed of Trust”) (the Note, the Deed of Trust and each and every other document
and instrument executed by the Owner in connection with the making of the Loan by the Lender are
collectively referred to as the “Lender Loan Documents”);
E. The Department and the Owner have entered into that certain Declaration of Affirmative Land Use
And Restrictive Covenants Agreement dated December 16, 2016, and recorded in the official records of
the State of Arizona, County of Maricopa Recorder’s Office, Instrument No. 20160952017 (the
“Declaration”) pursuant to which, under the terms of the Declaration, the Department shall allocate
federal tax credits under the Low Income Housing Tax Credit program (“Tax Credits”) as described in
Sections 38(a) and 42 of the Internal Revenue Code of 1986, as amended (collectively, the “Code”) to the
Project;
F. The allocation of the Tax Credits to the Project by the Department is of material benefit to the Lender;

G. Certain provisions of the Declaration are required by federal law to protect the rights of the Project’s
tenants in the event the Project is acquired by foreclosure or instrument in lieu of foreclosure; and
H. The Department requires the execution and delivery of this Agreement by the Lender and the Owner
as a condition to the Department’s entering into the Declaration.
NOW, THEREFORE, in consideration of the premises and promises contained herein, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
AGREEMENT
1. Accuracy of the Recitals. The parties hereby acknowledge the accuracy of the Recitals
which are incorporated herein by this reference.
2. Consent to Execution. The Lender hereby consents to the execution by the Owner of the
Declaration.
3. Subordination. The Lender hereby subordinates its lien(s) to the rights and interests
created pursuant to paragraph 9(b) of the Declaration such that a foreclosure (or the execution of an
instrument in lieu of foreclosure) shall not extinguish such rights and interests.
4. Acknowledgment and Agreement Regarding Three-Year Period After Termination. The
Lender acknowledges and agrees that pursuant to paragraph 9(a) of the Declaration, the Declaration will
terminate on the date the project is acquired by foreclosure or instrument in lieu of foreclosure (unless it
is determined that such acquisition is part of an arrangement with the Owner a purpose of which is to
terminate such period); provided, however, Lender hereby acknowledges and agrees that the acquisition
of the Project by any party by foreclosure or instrument in lieu of foreclosure shall be subject to the
provisions of paragraph 9(b) of the Declaration, which provisions shall continue in full force and effect
for a period of three (3) years from the date of such acquisition; provided, further, that such provisions
shall not apply during such period if and to the extent that compliance therewith is not possible as a
consequence of damage, destruction, condemnation or similar event with respect to the Project.
5. Lender Loan Documents. The Lender agrees that should any provision of any Lender
Loan Document purport to limit or impair any rights of the Department under paragraph 9(b) of the
Declaration, then such provision shall be null and void and of no force and effect.
6. Absolute Subordination. The Department shall have absolutely no duty or
responsibility, and the priority of the provisions of Paragraph 9(b) of the Declaration over the Lender
Loan Documents shall in no way be affected or diminished by any failure of the Department, regarding
any act or omission by the Department relating to the provisions of paragraph 4 of the Declaration, the
Owner or otherwise.
7. Controlling Instrument. In the event of any conflict between this Agreement and any of
the Lender Loan Documents, this Agreement shall control.
8. Successors, Assigns and Participants. This agreement applies to, inures to the benefit of,
and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, participants,
successors and assigns.
9. Counterparts. This agreement may be executed in any one or more counterparts, each of
which in the aggregate shall constitute one and the same Agreement.
10. Governing Law. This Agreement shall be controlled by, governed in accordance with
and enforced under the internal laws of the State of Arizona without regard to conflicts of law principles.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representative as of the day and year first above written.
AGREED:
SENIOR LENDER THE DEPARTMENT
MARICOPA COUNTY
By:
Carol Ditmore, Interim Director
Name: _________________________________ or Andrew Rael, Assistant Deputy Director,
Programs
Title: ___________________________________
ACKNOWLEDGED:
OWNER
Madison Heights Phase I, LLC, a Wisconsin
limited liability company
By: Madison Heights Phase I MM, LLC, a
Wisconsin limited liability company, its
managing member
By: Gorman Employee Group Madison
Heights Phase I, LLC, a Wisconsin limited
liability company, its manager
By: Gorman & Company, Inc., a Wisconsin
corporation, its manager
By:
Name: _________________________________
Title: __________________________________
ACKNOWLEDGEMENTS ON FOLLOWING PAGE:

STATE OF _______________ )
) ss
County of _______________ )
On this the ________ day of _____________, 2017, before me, a Notary Public, personally
appeared ___________________________, known to me or satisfactorily proven to be the person whose
name is subscribed to this instrument and acknowledged that s/he executed the same. If this person’s
name is subscribed in a representative capacity, it is for the principal named and in the capacity
indicated.
_____________________________________ _______________________________________
Notary Expiration Date Signature of the Notary Public for the Lender
[STAMP/SEAL]
STATE OF WISCONSIN )
) ss
County of Dane )
On this the ________ day of _____________, 2017, before me, a Notary Public, personally
appeared Gary J. Gorman, known to me or satisfactorily proven to be the person whose name is
subscribed to this instrument and acknowledged that s/he executed the same. If this person’s name is
subscribed in a representative capacity, it is for the principal named and in the capacity indicated.
_____________________________________ _______________________________________
Notary Expiration Date Signature of the Notary Public for Owner
[STAMP/SEAL]
STATE OF ARIZONA )
) ss
County of Maricopa )
On this the ________ day of _____________, 201___, before me, a Notary Public, personally
appeared ________________________ known to me or satisfactorily proven to be the person whose name
is subscribed to this instrument and acknowledged that s/he executed the same. If this person’s name is
subscribed in a representative capacity, it is for the principal named and in the capacity indicated.
_____________________________________ ___________________________________________
Notary Expiration Date Signature of the Notary Public for the Department
[STAMP/SEAL]