ADOH Subordination - PHASE I - substantial final form

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When Recorded Return To: 
 
Arizona Department of Housing 
ATTN: Rental Programs Administrator 
1110 West Washington Street, Suite 280 
Phoenix, Arizona 85007 
 
 
 
 
SUBORDINATION AGREEMENT 
 
DATE: 
_________________, 2023 
 
 
BORROWER: 
Centerline on Glendale, LLC 
 
a Wisconsin limited liability  company 
 
200 N. Main Street  
 
Oregon, WI 53575 
 
SENIOR LENDER: 
State of Arizona, Arizona Department of Housing, 
 
a constituent department and an agency of the State of Arizona 
 
1110 West Washington Street, Suite 280 
 
Phoenix, AZ  85007 
 
SUBORDINATE LENDER: 
City of Glendale, 
 
an Arizona municipal corporation 
 
Attn: Matthew Hess 
 
Community Revitalization Division 
 
5850 West Glendale Avenue 
 
Glendale, Arizona 85301  
 
BACKGROUND 
A. Senior Lender has made or agreed to make a construction loan to Borrower in the 
original principal amount of $3,000,000.00 (the “Senior Loan”), made pursuant to that certain 
Funding Agreement No.  
 
 
 by and between Senior Lender and Borrower (the 
“Senior Funding Agreement”).  The Senior Loan is evidenced by, among other things, a 
Promissory Note (HOME Funds and National Housing Trust Funds for Rental Development 
Projects) (“Senior Note”) and a Declaration of Covenants, Conditions and Restrictions (HOME 
Investment Partnership Fund and National Housing Trust Fund Program) (the “Senior 
Declaration”).  The Senior Loan is secured by, among other things, a Deed of Trust with 
Assignment of Rents, Fixture Filing and Security Agreement executed by Borrower in favor of

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Senior Lender (the “Senior Deed of Trust”), and a UCC-1 Financing Statement, all of which will 
be recorded in the Official Records of Maricopa County, Arizona concurrently herewith, and a 
UCC-1 Financing Statement, filed with the Department of Financial Institutions of the State of 
Wisconsin concurrently herewith, all as encumbrances upon the real property described on 
Exhibit A attached (“Property”).  The Senior Funding Agreement, Senior Note, Senior 
Declaration, Senior Deed of Trust, and other documents evidencing, securing, or otherwise 
relating to the Senior Loan, including without any limitation UCC-1 financing statement(s), are 
collectively referred to as the “Senior Loan Documents”. 
B. Subordinate Lender has made or agreed to make a construction loan to Borrower in 
the original principal amount of $239,578.68 (the “Subordinate Loan”).  The Subordinate Loan is 
evidenced by, among other things, a Promissory Note (the “Subordinate Note”), and is secured 
by, among other things, a Deed of Trust executed by Borrower in favor of Subordinate Lender 
(the “Subordinate Deed of Trust”), which will be recorded in the Official Records of Maricopa 
County, Arizona concurrently herewith, as an encumbrance upon the Property.  The Subordinate 
Note and Subordinate Deed of Trust, and other documents evidencing, securing, or otherwise 
relating to the Subordinate Loan, including without limitation any UCC-1 Financing 
Statement(s), are collectively referred to as the “Subordinate Loan Documents”. 
C. As of the Effective Date, the Subordinate Loan is not in default. 
D. As a condition precedent to the making of the Senior Loan, Senior Lender has required 
Subordinate Lender to subordinate the lien of the Subordinate Deed of Trust to the lien of the 
Senior Deed of Trust on the terms and conditions, and to the extent, set forth below. 
E. Senior Lender and Subordinate Lender (collectively, “Lenders” or either of them, a 
“Lender”) have entered into this Subordination Agreement (“Agreement”) to establish the 
priorities of their real and personal property interests described in the Senior Loan Documents 
and the Subordinate Loan Documents (“Collateral”) and to set forth certain other agreements 
between them regarding their relative rights against Borrower and the Collateral, and Borrower 
has also entered this Agreement to acknowledge its agreement with, and approval of, such terms. 
AGREEMENTS 
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of 
which are hereby acknowledged, the parties represent, warrant and agree as follows: 
1. 
Lien Subordination.  Without waiving Subordinate Lender’s right to enforce the 
Subordinate Loan Documents in the event of a default, Subordinate Lender hereby 
unconditionally and irrevocably subordinates the lien of the Subordinate Deed of Trust, any other 
liens in personal property securing the Subordinate Loan and evidenced by the Subordinate Loan 
Documents or any UCC-1 financing statement(s), and all of Subordinate Lender’s rights, remedies 
and privileges thereunder to the lien of the Senior Deed of Trust, any other liens in real and

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personal property securing the Senior Loan and evidenced by the Senior Loan Documents or any 
UCC-1 financing statement(s), and all of Senior Lender’s rights, remedies, and privileges 
thereunder and to all advances or charges made or accruing under the Senior Loan Documents.  
This agreement of subordination extends to and includes, without limitation, the unconditional 
and irrevocable subordination of the liens of the Subordinate Loan Documents to: (i) the Senior 
Loan, the liens of the Senior Loan Documents and any and all advances under the Senior Loan 
Documents; (ii) all terms, provisions, covenants, agreements and conditions of, and all claims 
under or relating to, the Senior Deed of Trust (including those relating to the determination and 
disposition of insurance proceeds, condemnation awards, sales proceeds and similar amounts 
and the obligations of any Guarantor), subject to Section 5 below; (iii) all fees, expenses, 
indemnities and other amounts payable to Senior Lender under the Senior Loan Documents; (iv) 
any and all amendments, modifications, extensions, renewals, increases or consolidations of the 
Senior Loan Documents so long as such amendments, modifications, increases or consolidations 
do not increase the original principal amount of the Senior Loan, the applicable interest rate, or 
the term, except for amounts expended by Senior Lender to preserve the Property. 
2. 
Consent to Senior Loan.  Subject to the terms of this Agreement, and without 
waiving any rights it may have under the Subordinate Loan Documents that may prohibit any 
further senior or subordinate financing, Subordinate Lender hereby consents to the Senior Loan, 
Borrower’s execution and acknowledgment of the Senior Funding Agreement, Senior Note, 
Senior Deed of Trust and any other Senior Loan Document, and the existence of Senior Lender’s 
senior lien against the Collateral pursuant to the Senior Loan Documents.  Subordinate Lender 
acknowledges and agrees that Senior Lender would not make the Senior Loan without this 
Agreement.  Senior Lender may rely upon the agreements, acknowledgements, and information 
set forth herein in connection with the Senior Loan to Borrower. 
3. 
Payments.  Senior Lender hereby consents to the Subordinate Lender collecting 
payments from Borrower under and pursuant to the Subordinate Loan Documents. 
4. 
Defeasance of Payments.  If and to the extent that any payment under the Senior 
Loan Documents or Subordinate Loan Documents (whether by or on behalf of the Borrower, any 
guarantor, as proceeds of collateral, or enforcement of any right of setoff or otherwise) is declared 
by any court of competent jurisdiction to be a fraudulent conveyance or a preference, set aside, 
or required to be paid to a trustee, receiver or other similar person under any bankruptcy, 
insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, 
such trustee, receiver or other similar person, the Senior Loan or Subordinate Loan, or such part 
thereof originally intended to be satisfied, shall be deemed to be reinstated and outstanding as if 
such payment had not occurred.  Similarly, if and to the extent that any payment under the 
Subordinate Loan Documents (whether by or on behalf of the Borrower, any guarantor, as 
proceeds of collateral, or enforcement of any right of setoff or otherwise) is required to be paid to 
Senior Lender under the terms of this Agreement, or otherwise, then if such payment is actually 
recovered by, or paid over to, Senior Lender, the Subordinate Loan(s), or such part thereof

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originally intended to be satisfied, shall be deemed to be reinstated and outstanding as if such 
payment had not occurred; however, nothing herein requires Subordinate Lender to pay over to 
Senior Lender any payment that is claimed and/or declared to be a fraudulent conveyance or a 
preference, set aside or required to be paid to a trustee, receiver or other similar person under 
any bankruptcy, insolvency, receivership or similar law.  If and to the extent that any payment 
under the Subordinate Loan Documents (whether by or on behalf of the Borrower, any guarantor, 
as proceeds of collateral, or enforcement of any right of setoff or otherwise) is required to be paid 
to Senior Lender under the terms of this Agreement, or otherwise, and then if such payment is 
actually required to be paid to a trustee, receiver or other similar person under any bankruptcy, 
insolvency, receivership or similar law, and such payment is recovered by, or paid over to such 
trustee, receiver or other similar person, then the Senior Loan and Subordinate Loan, and such 
parts thereof originally intended to be satisfied, shall be deemed to be reinstated and outstanding 
as if such payment had not occurred. 
5. 
Insurance and Condemnation Provisions. 
5.1. 
Subordinate Lender hereby subordinates all of its right, title, interest or 
claim in and to: (i) all proceeds of all policies of insurance covering all or any portion of the 
Property or a building in which Subordinate Lender’s interest has been subordinated pursuant 
to the terms hereof or insuring the Borrower, and (ii) all awards or other compensation made for 
any taking of all or any portion of the Property or a building in which Subordinate Lender’s 
interest has been subordinated pursuant to the terms hereof, to the rights of Senior Lender in and 
to such insurance proceeds and condemnation awards. 
5.2. 
So long as any indebtedness remains outstanding under the Senior Loan 
Documents, Senior Lender shall be entitled to receive any and all insurance or condemnation 
awards or proceeds for all or any portion of the Property or a building in which Subordinate 
Lender’s interest has been subordinated pursuant to the terms hereof, either for application to 
such indebtedness or for such repair, reconstruction, or renewal of the Property as Senior Lender 
shall direct in its sole discretion.  If, following any such application or disposition of the insurance 
proceeds or condemnation awards and other compensation, any balance remains, then such 
excess shall be made payable to Subordinate Lender, or if Subordinate Lender's rights to receive 
such proceeds are disputed by the Borrower or other parties, then Senior Lender may either make 
such excess payable to the joint order of Borrower and Subordinate Lender as their interests may 
appear under the Subordinate Loan Documents, or Senior Lender may interplead such excess 
into court for further disposition. 
5.3. 
Subordinate Lender agrees at any time, and from time to time, to execute 
such documents as Senior Lender or an insurer may reasonably require to confirm that any rights 
that Subordinate Lender may have as a loss payee or additional insured are expressly subject and 
subordinate to the rights of Senior Lender as an additional insured or loss payee.  If any insurance 
or condemnation awards or proceeds are tendered or paid to Subordinate Lender in violation of

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this Section 5, Subordinate Lender shall immediately tender such awards or proceeds to Senior 
Lender. 
6. 
Waivers.  Except expressly provided herein, neither Lender has made any 
representations to the other Lender about Borrower’s creditworthiness or the Property, nor is 
either Lender relying on the underwriting or due diligence investigation of the other Lender. 
7. 
Notices. 
7.1. 
Any notices given to any party hereunder 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, postage prepaid, return receipt requested 
and addressed to such party at the following addresses, or to such other address(es) or 
addressee(s) as the party to be served with notice may have furnished in writing to the other 
party, effective three (3) days after mailing. 
 
 
Senior Lender: 
Arizona Department of Housing 
 
 
1110 West Washington Street, Suite 280 
 
 
Phoenix, Arizona 85007 
 
 
Attention: Asset Manager 
 
 
Subordinate Lender: 
City of Glendale 
 
 
Attn: Matthew Hess   
 
 
Community Revitalization Division 
 
 
5850 West Glendale Avenue 
 
 
Glendale, Arizona 85301 
8. 
Construction.  This Agreement shall be construed as a whole, in accordance with 
the fair meaning of its language, and as each party has been represented by legal counsel of its 
choice in the negotiation and drafting of this Agreement, neither this Agreement nor any 
provision thereof shall be construed for or against either party by reason of the identity of the 
party drafting this, or any portion of the Agreement. 
9. 
Other Provisions. 
9.1. 
Subordinate Lender may assign Subordinate Lender’s interest in the 
Subordinate Loan without Senior Lender’s consent to another constituent department and/or 
agency of the State of Arizona. 
9.2. 
Senior Lender shall provide Subordinate Lender with notice of Senior 
Lender’s intent to assign its interest in the Senior Loan to another party.  Senior Lender shall not 
assign Senior Lender’s interest in the Senior Loan without the prior written consent of 
Subordinate Lender, and such consent shall not be unreasonably withheld.

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9.3. 
Subordinate Lender acknowledges and agrees that Senior Lender would 
not make the Senior Lender loan without this Agreement. 
9.4. 
Subordinate Lender acknowledges having received and reviewed, or an 
opportunity to receive and review copies of the Senior Note and the Senior Deed of Trust and 
consents to and approves all of the provisions thereof. 
9.5. 
This Agreement constitutes the entire agreement between the parties, and 
as long as all or any part of the Senior Note remains unsatisfied, shall supersede and render 
unenforceable any inconsistent prior agreements regarding the subordination of the Subordinate 
Loan and any liens or rights created thereunder. 
9.6. 
If any provision of this Agreement is invalid, illegal, or unenforceable, such 
provision shall be considered severed from the rest of this Agreement and the remaining 
provisions shall continue in full force and effect as if the invalid provision had not been included. 
9.7. 
This Agreement inures to the benefit of and is binding upon the parties 
hereto and their respective heirs, successors and assigns. 
9.8. 
This Agreement is construed by and governed in accordance with the laws 
of the state of Arizona. 
9.9. 
This Agreement may be signed in multiple counterparts with the same 
effect as if all signatories had executed the same instrument.  If counterpart originals are 
deposited into escrow for recording, the escrow agent may insert and substitute signature and 
notary pages, as needed, to create a single recordable original agreement. 
 
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

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Signature/Acknowledgment Page 
to Subordination Agreement 
 
IN WITNESS WHEREOF, Senior Lender has duly executed and delivered this Subordination 
Agreement as of the date of this Agreement. 
 
SENIOR LENDER: 
STATE OF ARIZONA, 
ARIZONA DEPARTMENT OF HOUSING, 
a constituent department and an agency of the State of Arizona 
 
 
 
By:   
 
 
 
 
 
Thomas M. Simplot, Director 
 
or Cindy Stotler, Deputy Director 
or Ruby Dhillon-Williams, Assistant Deputy Director/Housing & Community               
Development                                          
 
 
STATE OF ARIZONA 
 
) 
 
 
 
 
) ss. 
County of Maricopa   
) 
 
On this the ____day of  __________ 2023, acknowledged before me, a Notary Public, by means of 
communication technology or personally appeared _____________________________________, 
known to me or satisfactorily proven to be the person whose name is subscribed to this 
instrument and acknowledged that he/she 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 Department 
 
[STAMP/SEAL]

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Signature/Acknowledgment Page 
to Subordination Agreement 
 
IN WITNESS WHEREOF, Subordinate Lender has duly executed and delivered this 
Subordination Agreement as of the date of this Agreement. 
 
SUBORDINATE LENDER: 
CITY OF GLENDALE, 
an Arizona municipal corporation 
 
 
 
By: 
 
 
Name:  
 
Title: 
 
 
 
 
STATE OF ARIZONA 
 
) 
 
 
 
 
) ss. 
County of MARICOPA 
) 
 
 
The foregoing instrument was acknowledged before me this _____ day of 
___________, 2023, by _____________________________, the _______________________ of CITY 
OF GLENDALE, an Arizona municipal corporation. 
 
 
My commission expires: 
 
__________________________________ 
 
 
Notary Public 
 
[STAMP/SEAL]

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Signature/Acknowledgment Page 
to Subordination Agreement 
IN WITNESS WHEREOF, Borrower has duly executed and delivered this Subordination 
Agreement as of the date of this Agreement. 
 
BORROWER: 
Centerline on Glendale, LLC  
a Wisconsin limited liability company 
 
By: Centerline on Glendale MM, LLC 
       a Wisconsin limited liability company  
Its:  Managing Member 
 
By: GEC Centerline on Glendale, LLC  
       a Wisconsin limited liability company 
Its:  Manger 
 
By: Gorman & Company, LLC 
       a Wisconsin limited liability company 
Its: Manager 
 
By: ___________________________ 
       Brian Swanton 
Its:  President 
 
STATE OF ______________ 
) 
 
 
 
 
) ss. 
County of _______________ ) 
 
 
 
The foregoing instrument was acknowledged before me this _____ day of 
___________, 2023, by Brian Swanton, who personally appeared and acknowledged themselves 
to be President of Gorman & Company, LLC, a Wisconsin limited liability company, manager of 
GEC Centerline on Glendale, LLC, a Wisconsin limited liability company, manager of Centerline 
on Glendale MM, LLC, a Wisconsin limited liability company, managing member of Centerline 
on Glendale, LLC, a Wisconsin limited liability company, on behalf of the limited liability 
company. 
 
My commission expires: 
 
__________________________________ 
 
 
Notary Public 
[STAMP/SEAL]

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Exhibit A 
Legal Description of Real Property 
 
 
[Insert Legal Description From Title Company]