US Bank Subordination - PHASE II - substantial final form
Extracted text (via pymupdf)
33150 characters
1 Centerline I 4867-5447-4312v.2 0017787-000267 Subordination Agreement (City) RECORDING REQUESTED BY, AND WHEN RECORDED, RETURN TO: U.S. Bank National Association 4747 Executive Drive, Third Floor San Diego, California 92121 Attention: Phyllis Tabula (SPACE ABOVE FOR RECORDER’S USE) SUBORDINATION AGREEMENT (CITY) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN CERTAIN INTERESTS IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of February ____, 2023, by and among CENTERLINE ON GLENDALE, LLC, a Wisconsin limited liability company (“Borrower”), CITY OF GLENDALE, an Arizona municipal corporation (“Junior Lienholder”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as bondowner representative for the Holders (as hereinafter defined) (in such capacity, “Bondowner Representative”), as agent (in such capacity, “Agent”) for ARIZONA INDUSTRIAL DEVELOPMENT AUTHORITY (“Issuer”), under and pursuant to that certain Master Agency Agreement dated as of February 1, 2023, between Issuer and Agent (as amended from time to time, the “Master Agency Agreement”) (Agent, together with its successors and assigns, is hereinafter referred to as the “Bond Lender”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Administrative Agent for the Lenders (each, a “Conventional Lender”) under the Conventional Loan Agreement (as defined below) (in such capacity, “Administrative Agent”; and together with Bond Lender, “Senior Lienholder”). RECITALS A. Borrower owns and intends to construct a 186-unit affordable housing apartment project in Maricopa County, Arizona (the “Project”) located on that certain real property more particularly described on Exhibit “A” hereto (the “Property”). B. Borrower has applied to Issuer for a loan (the “Bond Loan”) in the aggregate maximum principal amount of $____________________, for the purpose of financing a portion of the costs of the acquisition and construction of the Project. C. Issuer, in order to raise sufficient funds to make the Bond Loan to Borrower, has issued, or will issue, its Arizona Industrial Development Authority Multifamily Housing Revenue Bonds (Centerline on Glendale Project) Series 2023A-1 in the aggregate principal amount of $_________________ (the “Series A-1 Bonds”) and its Arizona Industrial Development Authority Multifamily Housing Revenue Bonds (Centerline on Glendale Project) Series 2023A-2 in the aggregate principal amount of $_________________ (the “Series A-2 Bonds”, and together with the Series A-1 Bonds, the “Bonds”). The Bonds are being issued pursuant to that certain Master Pledge and Assignment dated as of February 1, 2023, by and among Issuer, Agent, U.S. Bank National Association, a national banking association, in its capacity as holder of the Series A-1 Bonds (in such capacity, “Series A-1 Holder”), and JPMorgan Chase Bank, N.A., a 2 Centerline I 4867-5447-4312v.2 0017787-000267 Subordination Agreement (City) national banking association, in its capacity as holder of the Series A-2 Bonds (“Series A-2 Holder”, and together with the Series A-1 Holder, the “Holders”). D. As additional financing for the Project, Borrower has applied to Conventional Lenders for a conventional construction loan (the “Conventional Loan”; and together with the Bond Loans, the “Loans”) in the amount of $____________________. The Conventional Loan is being made pursuant to that certain Conventional Loan Agreement dated as of even date herewith (the “Conventional Loan Agreement”), by and among Borrower, Administrative Agent and Conventional Lenders. E. The Bond Loan is evidenced by that certain Construction Loan Agreement dated as of the date hereof (as the same from time to time be amended, modified, extended, renewed or restated, the “Loan Agreement”), among Borrower, Bondowner Representative, Sole Lead Arranger and Sole Bookrunner, and the Holders described therein. F. Borrower’s obligation to repay the Bond Loan is further evidenced by (1) a promissory note dated as of even date herewith (the “Series A-1 Bond Note”), executed by the Borrower to the order of Agent in the face principal amount of $________________ and (2) a promissory note dated as of eve date herewith (the “Series A-2 Bond Note”, and together with the Series A-1 Bond Note, the “Bond Notes”), executed by Borrower to the order of Agent in the face principal amount of $_________________. Borrower’s obligation to repay the Conventional Loan is evidenced by (1) a promissory note dated as of even date herewith (the “Series A-1 Conventional Note”), executed by Borrower to the order of U.S. Bank National Association, a national banking association, in its capacity as a Lender under the Conventional Loan Agreement and (2) a promissory note dated as of even date herewith (the “Series A-2 Conventional Note”, and together with the Bond Notes and the Series A-1 Conventional Note, the “Notes”), executed by Borrower to the order of JPMorgan Chase Bank, N.A., a national banking association, in its capacity as a Lender under the Conventional Loan Agreement. G. Each of the documents listed on Exhibit “B” together with all other documents and materials entered into with Junior Lienholder with respect to the Property shall be referred to collectively as the “Junior Obligation Documents”. H. As used herein, the term “Junior Obligations” means any and all indebtedness, claims, debts, liabilities or other obligations from Borrower to Junior Lienholder under the Junior Obligation Documents, together with all costs and expenses, including attorneys’ fees, of collection thereof, whether the same accrues or is incurred before or after the commencement of any bankruptcy case by or against Borrower. I. Borrower’s obligations to Senior Lienholder under the Notes are secured by, among other things, (i) that certain Construction Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (“Senior Deed of Trust”), dated as of even date herewith, made by Borrower for the benefit of Bond Lender and Administrative Agent, and (ii) the other Loan Documents described in the Loan Agreement and the Conventional Loan Agreement. The Senior Deed of Trust is being recorded substantially concurrently herewith in the Recorder’s Office of the County of Maricopa, State of Arizona (“Official Records”). The Senior Deed of Trust, the Notes and the other Loan Documents (as defined in the Loan Agreement and the Conventional Loan Agreement) are hereinafter collectively referred to as the “Senior Loan Documents”. Concurrently herewith, Bond Lender is assigning its rights under the Senior Loan Documents to which it is a party to Bondowner Representative, pursuant to that certain Assignment of Deed of Trust and Related Documents dated as of even date herewith, executed by Bond Lender in favor 3 Centerline I 4867-5447-4312v.2 0017787-000267 Subordination Agreement (City) of Bondowner Representative, which is being recorded in the Official Records substantially concurrently herewith. J. As used herein, the term “Senior Lienholder Indebtedness” means any and all indebtedness, claims, debts, liabilities or other obligations from Borrower to Senior Lienholder under the Senior Loan Documents, together with all interest accruing thereon and all costs and expenses, including attorneys’ fees, of collection thereof, whether the same accrues or is incurred before or after the commencement of any bankruptcy case by or against Borrower. K. Subject to the terms and conditions of that certain ///[Forward Bond Purchase and Assignment Agreement (the “Forward Agreement”) dated as of the date hereof, between Borrower, Agent, Bondowner Representative and JPMORGAN CHASE BANK, N.A., a national banking association (“Permanent Holder”), Agent and Bondowner Representative shall subsequently assign and deliver the documents comprising the Bond Loan to the Permanent Holder and, in connection therewith, the Bond Notes, the Loan Agreement and the Senior Deed of Trust will be amended and restated and the Permanent Holder shall become the agent for the Issuer under the Master Agency Agreement and the Permanent Holder shall become the Senior Lienholder hereunder (“Conversion”). L. Upon Conversion, the Permanent Holder shall have the right to amend and restate the Bond Notes, the Loan Agreement and the Senior Deed of Trust, and the right to amend, waive, postpone, extend, renew, replace, reduce or otherwise modify any provision of any of the Senior Loan Documents (other than to increase the principal balance thereof), without notice to or the consent or joinder of the Junior Lienholder. M. Pursuant to the Senior Deed of Trust and the other Senior Loan Documents, Borrower is not entitled to further encumber the Property without the prior written consent of Senior Lienholder, which consent may be withheld in Senior Lienholder’s sole discretion. N. It is a condition precedent to Senior Lienholder to entering into the Senior Loan Documents and permitting the recordation of any of the Junior Obligation Documents that the Senior Deed of Trust and the other Senior Loan Documents be and remain at all times a lien or charge upon the Property, prior and superior to the liens or charges of the Junior Obligation Documents. O. Senior Lienholder is willing to permit the recordation of the recordable Junior Obligation Documents, provided that (1) the Senior Deed of Trust and the other Senior Loan Documents are a lien or charge upon the Property prior and superior to the liens or charges of the Junior Obligation Documents, and (2) Junior Lienholder will specifically subordinate the liens or charges of the Junior Obligation Documents to the lien or charge of the Senior Loan Documents. P. Junior Lienholder is willing that the Senior Loan Documents shall constitute a lien or charge upon the Property which is prior and superior to the liens or charges of the Junior Obligation Documents. The parties hereto enter into this Agreement for the purposes set forth in these Recitals. Q. Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Loan Agreement. 4 Centerline I 4867-5447-4312v.2 0017787-000267 Subordination Agreement (City) AGREEMENT NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, and in order to induce Senior Lienholder to make the Loan, it is hereby declared, understood, and agreed as follows: 1. Subordination. The Senior Deed of Trust in favor of Senior Lienholder, and all amendments, modifications, extensions and renewals thereof shall unconditionally be and remain at all times a lien or charge on the Property prior and superior to the lien or charge of the Junior Obligation Documents. Junior Lienholder intentionally and unconditionally subordinates the lien or charge of the Junior Obligation Documents in favor of the lien or charge upon said land of the Senior Deed of Trust in favor of Senior Lienholder, and understands that in reliance upon and in consideration of this subordination, specific loans and advances are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this subordination. 2. Only Agreement Regarding Subordination. Senior Lienholder would not permit the recordation of any Junior Obligation Documents without this Agreement. This Agreement shall be the whole and only agreement with regard to the subordination of the lien or charge of the Junior Obligation Documents to the lien or charge of the Senior Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between said deeds of trust and said covenants, conditions and restrictions, any prior agreements as to such subordination, including, but not limited to, those provisions, if any, contained in the Junior Obligation Documents which provide for the subordination of the lien or charge thereof to another deed or deeds of trust or to another mortgage or mortgages. 3. Loan Disbursements. In making disbursements pursuant to any of the Senior Loan Documents, Senior Lienholder is under no obligation or duty to, nor has Senior Lienholder represented that it will, see to the application of such proceeds by the person or persons to whom Senior Lienholder disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such Senior Loan Document(s) shall not defeat the subordination herein made in whole or in part. 4. Consent and Approval. Junior Lienholder has received and consents to and approves the Senior Loan Documents, including but not limited to any extension, modification and/or amendment of said agreements, between Borrower and Senior Lienholder. No decision by Junior Lienholder to review or not review the Senior Loan Documents, including but not limited to the disbursement provisions contained therein, shall impair or otherwise limit the enforceability of this Agreement. 5. Other Agreements. Junior Lienholder and Borrower declare, agree, and acknowledge that: 5.1 Subordination of Indebtedness. Any and all Junior Obligations are hereby subordinated and subject to any and all Senior Lienholder Indebtedness, as set forth herein. 5.2 Permitted Payments. Borrower may make payments under the Junior Obligation Documents, if required, as long as all payments under the Senior Deed of Trust and the other Senior Loan Documents are current and not delinquent or in arrears, and only so long as at the time of such payment: (i) no Default or Event of Default exists under the Loan Agreement and no event exists which, with the lapse of time or the giving of notice or both, would be a Default or Event of Default under the Senior Lienholder Indebtedness of which Junior Lienholder has received written notice; and (ii) the payment 5 Centerline I 4867-5447-4312v.2 0017787-000267 Subordination Agreement (City) would not result in a violation of any of Borrower’s financial covenants set forth in any of the documents evidencing the Loan (“Permitted Payments”). 5.3 Payment Subordination. Except for any Permitted Payments, (a) all of the Senior Lienholder Indebtedness now or hereafter existing shall be first paid in full by Borrower before any payment shall be made by Borrower on the Junior Obligations, and (b) this priority of payment shall apply at all times until all of the Senior Lienholder Indebtedness has been repaid in full. In the event of any assignment by Borrower for the benefit of Borrower’s creditors, or any bankruptcy proceedings instituted by or against Borrower, or the appointment of any receiver for Borrower or Borrower’s business or assets, or of any dissolution or other winding up of the affairs of Borrower or of Borrower’s business, and in all such cases respectively, Borrower’s officers and any assignee, trustee in bankruptcy, receiver and other person or persons in charge are hereby directed to pay to Senior Lienholder the full amount of the Senior Lienholder Indebtedness before making any payments to Junior Lienholder due under the Junior Obligations. 5.4 Return of Prohibited Payments. Except as otherwise expressly agreed to herein, if Junior Lienholder shall receive any payments or other rights in any property of Borrower in connection with the Junior Obligations in violation of this Agreement, such payment or property shall immediately be delivered and transferred to Senior Lienholder after written notice to Junior Lienholder. 5.5 Repayment of Senior Lienholder Indebtedness. This Agreement shall remain in full force and effect until all amounts due under the Notes, the Loan Agreement and the Conventional Loan Agreement are fully repaid in accordance with its terms and all of the terms of this Agreement have been complied with. 5.6 Standstill. Junior Lienholder agrees that, without the Senior Lienholder’s prior written consent, it will not accelerate the Junior Obligations, commence foreclosure proceedings with respect to the Property, collect rents, appoint (or seek the appointment of) a receiver or institute any other collection or enforcement action. 6. Senior Lienholder Agreements. Senior Lienholder agrees that it shall not complete a foreclosure sale of the Property or record a deed-in-lieu of foreclosure with respect to the Property (each, a “Foreclosure Remedy”) unless Junior Lienholder has first been given thirty (30) days written notice of the Event(s) of Default giving Senior Lienholder the right to complete such Foreclosure Remedy, and unless Junior Lienholder has failed, within such thirty (30) day period, to cure such Event(s) of Default; provided, however, that Senior Lienholder shall be entitled during such thirty (30) day period to continue to pursue all of its rights and remedies under the Loan Documents, including, but not limited to, acceleration of the Loan (subject to any de-acceleration provisions specifically set forth in the Senior Loan Documents), commencement and pursuit of a judicial or non-judicial foreclosure (but not completion of the foreclosure sale), appointment of a receiver, enforcement of any guaranty (subject to any notice and cure provisions contained therein), and/or enforcement of any other Senior Loan Document. In the event Senior Lienholder has accelerated the Senior Loan and Junior Lienholder cures all Events of Default giving rise to such acceleration within the thirty (30) day cure period described above, such cure shall have the effect of de-accelerating the Loan; provided, however, that such de-acceleration shall not waive or limit any of Senior Lienholder’s rights to accelerate the Loan or exercise any other remedies under the Senior Loan Documents as to any future or continuing Events of Default. It is the express intent of the parties hereunder that Senior Lienholder shall have the right to pursue all rights and remedies except completion of a Foreclosure Remedy without liability to Junior Lienholder for failure to provide timely written notice to Junior Lienholder required hereunder, and that Senior Lienholder’s liability hereunder shall be expressly limited to actual and consequential damages to Junior Lienholder directly caused by Senior Lienholder’s completion of a Foreclosure Remedy without 6 Centerline I 4867-5447-4312v.2 0017787-000267 Subordination Agreement (City) Junior Lienholder receiving the written notice and opportunity to cure described above. Senior Lienholder shall give Junior Lienholder written notice at the address set forth below or such other address as Junior Lienholder may instruct Senior Lienholder in writing from time to time: To Junior Lienholder: City of Glendale Community Revitalization Division 5850 West Glendale Avenue Glendale, Arizona 85301 Attention: Matthew Hess With a copy to: City of Glendale 5850 West Glendale Avenue Glendale, Arizona 85301 Attention: City Manager And a copy to: City of Glendale 5850 West Glendale Avenue Glendale, Arizona 85301 Attention: City Attorney 7. Bankruptcy Provisions. To the extent any payment under any Senior Loan Document (whether by or on behalf of Borrower, as proceeds of security or enforcement of any right of set-off, or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party under the Bankruptcy Code or any federal or state bankruptcy, insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. 8. Casualty Insurance Proceeds; Condemnation Proceeds. In the event Senior Lienholder shall release, for the purposes of restoration of all or any part of the improvements, its right, title and interest in and to the proceeds under policies of insurance thereon, and/or its right, title and interest in and to any awards, or its right, title and interest in and to other compensation made for any damages, losses or compensation for other rights by reason of a taking in eminent domain, Junior Lienholder shall simultaneously release (and hereby agrees that it shall be irrevocably and unconditionally deemed to have agreed to release) for such purpose all of Junior Lienholder’s right, title and interest, if any, in and to all such insurance proceeds, awards or compensation. Junior Lienholder agrees that the balance of such proceeds remaining after such restoration, or all of such proceeds in the event Senior Lienholder elects, in accordance with Arizona law, not to release any such proceeds for any such restoration, shall be applied to the payment of amounts due under the Senior Loan Documents until all such amounts have been paid in full, prior to being applied to the payment of any amounts due under the Junior Obligation Documents. If Senior Lienholder holds such proceeds, awards or compensation and/or monitors the disbursement thereof, Junior Lienholder agrees that Senior Lienholder may also elect, in its sole and absolute discretion, to hold and monitor the disbursement of such proceeds, awards and compensation to which Junior Lienholder is or may be entitled. Nothing contained in this Agreement shall be deemed to require Senior Lienholder, in any way whatsoever, to act for or on behalf of Junior Lienholder or to hold or monitor any proceeds, awards or compensation in trust for or on behalf of Junior Lienholder, and all or any of such sums so held or monitored may be commingled with any funds of Senior Lienholder. 9. Effect of Other Agreements. The relationship between Borrower and Senior Lienholder under the Senior Loan Documents is, and shall at all times remain, solely that of borrower and lender. Based thereon, Junior Lienholder acknowledges and agrees that Senior Lienholder neither undertakes nor 7 Centerline I 4867-5447-4312v.2 0017787-000267 Subordination Agreement (City) assumes any fiduciary responsibility or other responsibility or duty to Borrower or Junior Lienholder to guarantee or assist in Borrower’s or Junior Lienholder’s performance under any of the agreements between those parties and other third parties, including without limitation the Junior Obligation Documents. 10. Junior Lienholder Agreements. 10.1 Junior Lienholder’s Consent to Assignment. Junior Lienholder hereby consents to the collateral assignment by Borrower to Senior Lienholder of Borrower’s rights under the Junior Obligation Documents in accordance with the terms and conditions of the Junior Lienholder Documents. 10.2 Senior Lienholder Right to Cure Default Under Junior Obligation Documents. Junior Lienholder shall give Senior Lienholder copies of all written notices given by Junior Lienholder to Borrower under and in connection with the Junior Obligation Documents simultaneously with the giving of such written notice to Borrower, it being agreed that Senior Lienholder may cure, on behalf of Borrower, any Borrower default under the Junior Obligation Documents within the time provided in the Junior Obligation Documents. In addition, Junior Lienholder agrees that if any breach or default by Borrower occurs under the Junior Obligation Documents which would entitle Subordinate Lender to execute any right or remedy under the Junior Obligation Documents, that it will not exercise any right or remedy under the Junior Obligation Documents until and unless (1) Junior Lienholder has given Senior Lienholder written notice of the breach or default by Borrower under the Junior Obligation Documents entitling Junior Lienholder to exercise such right or remedy, and (2) Senior Lienholder has not cured such breach or default within ninety (90) days after Senior Lienholder receives such written notice (or, if the cure by Senior Lienholder would require Senior Lienholder to obtain physical possession of the Property), has not cured such default within a reasonable period of time after Senior Lienholder actually obtains physical possession of the Property. For all purposes of this Section 10.2, Borrower’s failure to satisfy all conditions to the funding of any portion of the loan by Junior Lienholder to Borrower described in the Junior Obligation Documents (“Junior Loan”) prior to any stated deadline set forth in the Junior Obligation Documents shall be considered to be a default by Borrower under the Junior Obligation Documents entitling Senior Lienholder to exercise all of its cure and other rights under this Agreement (and any such funding deadline shall automatically be deemed extended to the extent necessary to permit Senior Lienholder to fully exercise all such rights and to preserve the Junior Lienholder’s commitment to fund the Junior Loan set forth in the Junior Obligation Documents). Upon Senior Lienholder’s cure of any default in accordance with the procedures described above, Junior Lienholder shall recognize Senior Lienholder as the “Borrower” under the Junior Obligation Documents and shall disburse the Junior Loan to Senior Lienholder (or its assignee) in accordance with the Junior Obligation Documents. Junior Lienholder further agrees that until the Junior Loan has been disbursed in full, notwithstanding anything provided in the Junior Obligation Documents to the contrary, unless Senior Lienholder shall consent in writing, Junior Lienholder shall not amend or modify the provisions of the Junior Obligation Documents. 11. Miscellaneous. This Agreement may be executed in multiple counterparts and the signature page(s) and acknowledgment(s) assembled into one original document for recordation, and the validity hereof shall not be impaired by reason of such execution in multiple counterparts. This Agreement is to be governed according to the laws of the State of Arizona. In the event of action, suit, proceeding or arbitration to enforce any term of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party, as determined by the court or arbitrator, all of the prevailing party’s costs and expenses, including without limitation attorneys’ fees and expert witness fees, incurred by the prevailing party in connection therewith. If Junior Lienholder or any affiliate of Junior Lienholder shall acquire, by indemnification, subrogation or otherwise, any lien, estate, right or other interest in the Property, that lien, estate, right or other interest shall be subordinate to the Senior Deed of Trust and the other Senior Loan Documents as provided herein, and Junior Lienholder hereby waives, on behalf of 8 Centerline I 4867-5447-4312v.2 0017787-000267 Subordination Agreement (City) itself and such affiliate, until all amounts owed under the Senior Loan Documents have been indefeasibly paid in full and all Senior Lienholder’s obligations to extend credit under the Senior Loan Documents have terminated, the right to exercise any and all such rights it may acquire by indemnification, subrogation or otherwise. The Agreement shall inure to the benefit of, and the binding upon, the parties hereto and the respective successors and assigns, including, without limitation, Permanent Holder. [Signature Pages Follow] S-1 Centerline I 4867-5447-4312v.2 0017787-000267 Subordination Agreement (City) IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. JUNIOR LIENHOLDER: CITY OF GLENDALE, an Arizona municipal corporation _____________________________________ Kevin R. Phelps City Manager ATTEST: _________________________________ Julie Bower City Clerk (SEAL) APPROVED AS TO FORM: _________________________________ Michael D. Bailey City Attorney STATE OF ARIZONA ) ) ss: COUNTY OF __________________) On this ______ day of __________________________, 2023 before me personally appeared __________________________________________________, whose identity was proven to me on the basis of satisfactory evidence to be the person he or she claims to be, and acknowledged to me that he or she executed the same in his or her authorized capacity(ies), and that by his or her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. (seal) Notary Public S-2 Centerline I 4867-5447-4312v.2 0017787-000267 Subordination Agreement (City) BORROWER: CENTERLINE ON GLENDALE, LLC, a Wisconsin limited liability company By: Centerline on Glendale Two, LLC, a Wisconsin limited liability company, its Managing Member By: GEC Centerline on Glendale, LLC, a Wisconsin limited liability company, its Manager By: Gorman & Company, LLC, a Wisconsin limited liability company, its Manager By: ___________________________________ Brian Swanton President STATE OF ____________________) ) ss: COUNTY OF __________________) On this ______ day of __________________________, 2023, before me personally appeared __________________________________________________, whose identity was proven to me on the basis of satisfactory evidence to be the person he or she claims to be, and acknowledged to me that he or she executed the same in his or her authorized capacity(ies), and that by his or her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. (seal) Notary Public S-3 Centerline I 4867-5447-4312v.2 0017787-000267 Subordination Agreement (City) CONVENTIONAL LENDER: U.S. BANK NATIONAL ASSOCIATION, a national banking association By: __________________________________ Annie Wong Assistant Vice President STATE OF ARIZONA ) ) ss: COUNTY OF __________________) On this ______ day of __________________________, 2023, before me personally appeared __________________________________________________, whose identity was proven to me on the basis of satisfactory evidence to be the person he or she claims to be, and acknowledged to me that he or she executed the same in his or her authorized capacity(ies), and that by his or her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. (seal) S-4 Centerline I 4867-5447-4312v.2 0017787-000267 Subordination Agreement (City) BOND LENDER: U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Agent to Issuer under Master Agency Agreement dated February 1, 2023 between Issuer and Agent By: __________________________________ Annie Wong Assistant Vice President STATE OF ARIZONA ) ) ss: COUNTY OF __________________) On this ______ day of __________________________, 2023, before me personally appeared __________________________________________________, whose identity was proven to me on the basis of satisfactory evidence to be the person he or she claims to be, and acknowledged to me that he or she executed the same in his or her authorized capacity(ies), and that by his or her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. (seal) Notary Public A-1 Centerline I 4867-5447-4312v.2 0017787-000267 Subordination Agreement (City) EXHIBIT “A” LEGAL DESCRIPTION B-1 Centerline I 4867-5447-4312v.2 0017787-000267 Subordination Agreement (City) EXHIBIT “B” JUNIOR OBLIGATION DOCUMENTS 1. Development Agreement for Multi-Family Rental Development Under the Community Development Block Grant Program FY 2022-2023 dated as of ___________________, 2023, by and between Borrower and Junior Lienholder. 2. Promissory Note dated as of _________________, 2023, executed by Borrower to the order of Junior Lienholder in the face principal amount of $239,587.68. 3. Deed of Trust and Assignment of Rents dated as of ________________, 2023, executed by Borrower for the benefit of Junior Lienholder and recorded in the Official Records substantially concurrently herewith. 4. Declaration of Covenants, Conditions, and Restrictions Community Development Block Grant Program Contract #_______________ dated as of _________________, 2023, executed by and between Borrower and Junior Lienholder. 5. UCC-1 Financing Statement(s) naming Borrower, as Debtor, and Junior Lienholder, as Secured Party, filed in connection with the Junior Obligations.