SS S RECORCED FOE TRONICALLY Gabriella BY CHGRGITTTL “Phoenix, AZ §5007 | tie se eS LE The Owner applied to the Depa « an allocation of Tax Credits to the OD the epartment relied on the representatio: in the Owner's application for Tax Cr d that are © required to be made in the submittal en) en-Percent Cost Test, and submittal for (oy Ss CRS SS FINAL LURA Y Western Winds 1 20260210313 eRECORD FEICIAL RECORDS OF PIMA COUNTY, AZ azares-Kelly, Recorder C ee GS ae, ECORDED, RETURN TO Ar FON. Department of Housing S Gop S Oop stn: ental Program Administrator SS SS 0 W. Washington, Suite 280 XS XS DECLARA AFFIRMATIVE LAND USE AND (O) Y RESTR COVENANTS AGREEMENT SS This Declaration of ste Land Use and Restrictive coven Ag (“Agreement”), is effective as of the date of recording by and between MHMP 17 Western Winds Apartments, LP, an Arizona limited partnership whose address is 1600 Broadway, Suite 2000, Denver, CO, 80202-4916 and its successors and assigns (the “Owner") and the State of Arizona, Arizona Department of Housing, a constituent department and an agency of the State of Arizona, together with any successor and/or assignees to its rons de and obligations (the "Department") A. The/ De ent has been designated as the housing <crédit agency for the State of Arizona f A. The( Rene credits under the Low Income the Roun eed Program. See A.R.S. §§ 41-3953 et f&) and 35:728(B) and (E); SS B (be? Owner undertakes the construction (rehabilitation of the Project which is (ely ibed in paragraph 3, below; ar ES © location of by Owner in Tax Credits, including any docume terials, reports, appraisals or studies, p support of the Owner's applicati rnd qualifcation for Tax Credits; &S
n paragraph 3, below; ar ES © location of by Owner in Tax Credits, including any docume terials, reports, appraisals or studies, p support of the Owner's applicati rnd qualifcation for Tax Credits; &S D. Section 42(h)(6) of the e conditions a taxpayer’s claim for tax setts upon execution and recordation of an Extended Low-Income Housing Commitment that binds the er and the Project to operation and use consistent with the program requirements described in Section 42 of the Code and the QAP for a period of not less than the thirty (30) year Extended Use Period; E. Based upon the er's representations, the Department has agreed to allocate Tax Credits to the Tax Credit prea) * described by the Code, the QAP, and evant Department Guidance, and the Q direction of Department to enforce the same wane ed) but not limited to the affordability a pancy restrictions, project “mene suitability of the units for occupan ie) Owner, under the terms of this Agreement intends, declares, acknowledges, and covenants for successors and assigns that the rite ee enants, obligations, and duties set forth iry, RS v ated herein and are binding upon all su nt (Gyp rs of the Project for such term.
©) POSITS 2 Et SURRSETIS bonny OV REG ET GEE et at 1 I.
A A 20260210313 Page 2 of RN GS AGREEMEN GC) NO EREFORE, in consideration of the mutua mises and covenants set forth, and of all 0 valuable consideration, the Owner and the Departnignt agree as follows: S LO } (ty) corporation. The above recitals are incorporated herein as a substantive portion of this, sGiepien < Purpose. This Agreement satishes requirements of an Extended Low- nie Housing Commitment described in Section 42(h)(6}0 of iRe Code.
re incorporated herein as a substantive portion of this, sGiepien < Purpose. This Agreement satishes requirements of an Extended Low- nie Housing Commitment described in Section 42(h)(6}0 of iRe Code.
3. Definitions. Unless otherwise d CiBed in the Code, capitalized terms used in Dy cement shall be understood as follows: CS “Agreement” means this Declaration of Affirmative Land Use and Resicve Cae Agreement.
“AMGI" means area median gross income.
“Applicable Fraction” means the same as the definition at Section 42(c)(1) of the Code.
“Application” means:the application made by Owner for Tax Credits: regulations of 5’ Department of the Treasury, and relevant gtiidance of the Internal Revenue Q) Service. (O) (O) ) applicab articular building(s) in the Project.
= Subordination Agreement” means be and subordination agreement soe e er Agreement as Attachment III executed ender identified in a mortgage or s a) reditor or subordination agreement exec and between the Lender and the Depar o ee e ©, partment” means the State of Arizon: rizona Department of Housing as the oft ext Fequires.
“Department Guidance” means guidan Vided from time to time by the Department Credits and other programs that it ad ters including the LINTC Compliance Ma as revised or amended by the Dep. from time to time. SS “Extended Use Period” me he e as the definition at Section 42(h)(6)(D)of ‘ode.
published and “Final Allocation of Tax Credits” means submittal to the Department and review relating to issuance of LR.S. Form 8609.
“LLR.S.” means the Internal Revenue Service.
n 42(h)(6)(D)of ‘ode.
published and “Final Allocation of Tax Credits” means submittal to the Department and review relating to issuance of LR.S. Form 8609.
“LLR.S.” means the Internal Revenue Service.
“Lender” means rovider of funds through a loan or grant, including a government lender other than the eS r the purpose of developing the Proj os der” does not include an equity Q investor in the t.
“Loan D) ” means the Promissory Note, Deed o (Ola Assignment of Rents, Fixture Filin © and Se est me (“Deed of Trust”), and other mts executed by the Owner in favor of the Department for the purpose of memorializing ms ans or grants of financial assistance bythe ca for the Project.
CBR ome Units” means residential ae reserved for occupancy as defined oo 3)(A) of the Code.
& FINAL LURA ee & Western Winds 2 20260210313 Page 3 of 26 Ss) S) x ox “Manag aes} Units” mean residential rental units ote ha Low-Income Units or Market-Rate Uni that are ed for occupancy by one or more per: receive a salary or rent subsidy in retu sons for— maistehanoe or other services related to operation ofthe Project. Ss g arte -Rate Units” mean residential rental u than Low-Income Units or Managemen’ te 6 joject” means the project real property, peor all buildings, improvements, and fixtu s eretoe ima, a at are under common ownership and ocated within the City of Tucson, Co 4131 N. Western Winds Drive and c y known as Western Winds Apartm (S) specifically described in the Legal Des attached to this Agreement as ae) Y “QAP” means the Qualified Alloc an adopted by the Department pursuant eS on 42(m) of the SS Code and as revised from time “Section 8” means the programtorholders of a voucher of family participation tion 8 of the Housing Act of 1937 (see 24 CFR Pt. 982, the Housing Choice Voucher Program).
S Code and as revised from time “Section 8” means the programtorholders of a voucher of family participation tion 8 of the Housing Act of 1937 (see 24 CFR Pt. 982, the Housing Choice Voucher Program).
“Tax Credits” means Low Income Housing Tax Credits and the Low Income Housing Tax Credit program as described in the Code.
“Ten-Percent Cos ” means the requirements described in sc 42(h)(1)(E) of the Code for the purpose of a sits mmitment to allocate Tax Credits when Project is “placed in service” as that term is used &) erstood in the Code.
© 4, Us S ons. The Owner covenants that for th )* Agreement, the Project shall be us asamu ly rental as follows: SS ccupancy Restrictions. Project shall be ope in accordance with affordability saat Unit ©,V/O;and occupancy restrictions set forth in ent II, Occupancy Restrictions and Proj SS Characteristics, which is incorporated ¢ de part of this Agreement.
XS i) Minimum Set-aside Require ss nsistent with Section 42(g)(1) of the Ge Pre shall meet the requirements walified low-income housing project” in that>subject to the ©) election of the Owner: (1) 20% or more of the,reside e e SS by individuals who seit come is 50% or less of area median grossincome; or (2) 40% or more esidential units in such project are both fent- restricted and occupied by individuals whose income is 60% or less of area median gross income; or b) Rent-restricted units. Low-Income Units shall be rent restricted such that the gross rent with respect to such unit does not exceed 30 percent of the imputed income limitation applicable to such unit zee by Section 42(g)(2) of the Code.
c) Applic raction. The Applicable Fraction shall not eS an one-hundred percent (100%).
d) Ten ts.
riting, signed by the Owner or the Owne than six (6) months.
%, §)
ee by Section 42(g)(2) of the Code.
c) Applic raction. The Applicable Fraction shall not eS an one-hundred percent (100%).
d) Ten ts.
riting, signed by the Owner or the Owne than six (6) months.
%, §) a w-Income Units shall be leased to ant nontransient basis. The leases shall be is) nt and the tenant, and for a term of mw © (lori The form of lease to be utilized by” er in renting any residential rental uni (Qomre SS Project to any person who is wiki be a low-income tenant shall provide for angela fai & termination of the lease and Seen accordance with Arizona Revised St lure FINAL LURA Y Seti SS: é OY S TES. ? Scans) — = cehe GeRB LET HERS a rn Lorrimiet ret me. gree rs eter 010828 20260210313 Page 4 of 26 ox ® @ qualify as a low-income tenant as a resul any material misrepresentation made by su e rson with respect to the income certifica Ss conjunction with execution of the lease e failure by such tenant to execute an in S Wo certification at least annually. S op S Gy iii) Residential rental units in the Proj eill be rented or available for rental to the pasion a eS continuous basis and no tenant¢shall’/be evicted without cause and any le S gtoa Low-Income Unit shall be¢renewéd unless cause exists not to renew e. Any & termination of a lease or reftisal to renew a tenant occupying a Low-Inc “Ynit must be (O) preceded by the Owner’s service upon the tenant of a written notice specifying the grounds for the action, which ust be delivered to the tenant at least thi days before the SS termination or “ERY mew is to be effective.
iv) No prospective tenant shall be denied occupancy solely because the-person holds a Section 8 voucher or certificate.
— e) Program Requirements. In addition to any requirements described in Attachment II the Owner shall:
ant shall be denied occupancy solely because the-person holds a Section 8 voucher or certificate.
— e) Program Requirements. In addition to any requirements described in Attachment II the Owner shall: i) oper Project consistent with Tax Credit progr: juirements described in the Code, th ppl cable QAP or Department Guidance; and ii fainta the Project as safe, decent, afforda 16 hos g that is suitable for occupancy in cordance with the requirements of Code, Dep ent Guidance, and local law; and register the units with https://www.myhousingsearch.com/ until this Agreement is terminated.
SS 2 eemen Ga & Orv (O SS The warranties, covenants, obligations, andbduties described in this agreement shall Cy) on the earlier of the first day in th Ther RS ce Period or the date of execution of t &S b) Except as otherwise provided obligations, and duties descri CS aapk 9 of this Agreement the warr ein with respect to any building that is &) f the Project shall be in effect during the ©) {S c) The Extended Use Peri erminate on December 31, 2053. SS 6. Monitoring and Enforcem: e Tax Credit program requires the Depa’ t to conduct periodic monitoring and review of the Project for the purpose of determining compliance with Tax Credit program requirements. The Owner must comply with Department Guidance which describes in detail the monitoring and compliance requirements. Monitoring includes on-site inspections and review of documents supplied/by the Owner to the Department.
nspection. The Owner shall permit, “2 a) Entry and—tn: reasonable no ce, any duly authorized representative inepeees éf the Project land and improvements anid to ii er relating to the Project. ©) ifications. By March 15 of each year, or therwise may be required by the QAP, as
duly authorized representative inepeees éf the Project land and improvements anid to ii er relating to the Project. ©) ifications. By March 15 of each year, or therwise may be required by the QAP, as mended from time to time, the Owner wi mit such certifications as may be require &,V¥/d identified Department Guidance. In add Owner shall provide annually or at su r times as may be directed by the Secret as e United States Department of the Treasury,or his © CS designee, an Annual Project feation Report, Rental Schedule and tility SS ( &S FINAL LURA Western Winds 4 rmal business hours and upon the Department to conduct on-site spect any facility, book, and record of © (/ ©) SS 010829 i: a SISSIES | ‘\ g or any material misrepresentation made in—~ & 7 & &S < 20260210313 Page 5 of 26 & gS ertification, with such modifications as the Degen may require based upon the rules ations established by the Secretary.
SWwooks and Records. The Owner shall 2 maintain at the Project all books and r KC required by the Code, the QAP, or othe ent Guidance. we © §) da) Information. The Owner shall submit ther information, documents or certificati at the mS B B Department shall deem reasonab) ary. SS e) Monitoring Fees. The Owner fu r Covenants and agrees to pay to the Depar {such fees in the amounts and at such tiftes Jas the Department shall, in its sole dis¢reti m, reasonably monitoring fees may evised from time to time by the Depar ne rough the QAP.
Monitoring is ue by Foe law and may be performed by ie Depart periodically, but monitoring fees shall be assessed no more frequently than annually.
7. Breach. The Owner covenants and agrees to inform the Department by written notice of any breach
ed by ie Depart periodically, but monitoring fees shall be assessed no more frequently than annually.
7. Breach. The Owner covenants and agrees to inform the Department by written notice of any breach of the Owner's obligations hereunder within five (5) business days of first discovering any such breach.
Violations shall be cited within the deadlines described in paragraph 8, below. If any such breach is not corrected to the ttn of the Department within the perio ime specified by the Department, without further-tiotite‘the Department may declare a default fae Agreement effective on the date of such conte of default, and the Department may app ~ any court, state or federal, for any of the S 8. Remedi Agreement, and if such breach remains uncured by adline date set forth in any notice thereof (not to ex ety (90) days), the Department shall be efititle to any or all of the remedies described below, 2 Sa) If the Department determines that the ( has taken and diligently continues corre ive action OL, Cy) and that the breach cannot be co thin the ninety (90) day period, the D { may, &S in its sole discretion, allow the to six (6) months after first notice to ach; b) If the breach is not cured withi ty (90) days after notice to the Owner, th rtment shall issue I.R.S. Form 8823 or o notify the LR.S. of noncompliance wi redit program requirements by such o s as may be directed by the I.R.S. from.ti e.
c) The Department may‘ Iw i) demand return of all funds provided by the Department to the Project, plus interest at the maximum rate permitted by law, and/or an amount attributable to the increase in equity in the property attributable to the infusion of any State Housing Funds, utilized for any purpos court having jurisdiction of the subje for specific performance of this
table to the increase in equity in the property attributable to the infusion of any State Housing Funds, utilized for any purpos court having jurisdiction of the subje for specific performance of this is Agreement, for an accounting, for the property in accordance with the C Owner that the beneficiaries of Owne igations hereunder cannot be adequate Ss compensated by monetary damages insthe event of Owner's breach of this Agreement, op because the beneficiaries include the low-income families to be benefited by allocatio: le Credits to the Owner. The Depa shall be entitled to reimbursement of ri © Gy attorneys’ fees and all costs ing any such judicial action in which the ent SS shall prevail. ( SS ZeS FINAL LURA Y Western Winds 5 ©) 010830 sy sy d in paragraph 8 of this Agreement (Cs) If Owner breaches any warranty, Ca. obligation, or duty set forth in this’ mis of this Agreement, or such other reliéfas.may be appropriate, it being somietent) & ©) ae, é S ©) 20260210313 Page 6 of 26 & s) s) S S © d) esQwner and the Department each snore that the primary purposes for requiri liance by the Owner with the restrictio rovided in this Agreement are to assur ompliance of the Project and the Owner the Code, AND BY REASON THEREOF S om IN CONSIDERATION FOR RE NG LOW-INCOME HOUSING TAX © FOR THIS PROJECT HEREBY AGRE CONSENTS THAT THE DEPARTM ( AU W SS OCCUPANTS OF THE PROJE ITHER OR ALL OF THEM) SHALL BE ED, FOR ANY BREACH OF THE PR INNS HEREOF, AND IN ADDITION L OTHER (O) REMEDIES PROVIDED BY L. IN EQUITY, TO ENFORCE SPECIFIC P RMANCE BY THE OWNER OF ITS OBL NS UNDER THIS AGREEMENT IN ZONA STATE SS COURT OF COMPETE: SDICTION, the Owner hereby further y acknowledging SO eq
EDIES PROVIDED BY L. IN EQUITY, TO ENFORCE SPECIFIC P RMANCE BY THE OWNER OF ITS OBL NS UNDER THIS AGREEMENT IN ZONA STATE SS COURT OF COMPETE: SDICTION, the Owner hereby further y acknowledging SO eq that the beneficiaries er's obligations hereunder cannot be tely compensated by monetary damages in the-event of any default hereunder.
e) Project Decertification. Notwithstanding anything in this entire Agreement to the contrary, upon the failure of the Owner to comply fully with the Code, the warranties, covenants, and declarations,of obligations and duties contained herein or with all applicable rules, rulings, United s Department of the Treasury, the LR.S Department from time to time O pertaini the obligations of the Owner as set for erein or herein, the Department may, and ©) ee; i dition to all of the remedies provided by law-or\in- equity, request that the I.R.S. decertify th re for Tax Credits and immediately commence recapture of the tax credit amount heretofore) a express event of default under the Lo; ents, enforcement of this Agreement ated to the Project.
9. Sowing the foregoing and unle ch of the provisions of this paceman “ ot serve as a basis for a declaration of under the Loan Documents or accelera ior of the XS mortgage note or result in any nder the mortgage or claim against thi ct, the mortgage note proceeds, any re deposit made with the first mortgagee ‘tion with ( the mortgage loan, or against S) s or other income from the Project. ©) S) 9. Termination SS a) Termination may occur SS ceosure SS i) Notwithstanding g to the contrary in paragraph 5 hereof, the-Extended Use Period for any building which is part of the Project, shall terminate:
ermination SS a) Termination may occur SS ceosure SS i) Notwithstanding g to the contrary in paragraph 5 hereof, the-Extended Use Period for any building which is part of the Project, shall terminate: (1) On the date the building is acquired by foreclosure (or instrument in lieu of foreclosure) unless the I.R.S. determines that such acquisition is part of an arrangement with the O (or any successor owner of the Project) ose of which is to terminate this SSF ent during the term hereof. SO) Q b) The (ey tion of the Extended Use Period pur. paragraphs 5 or 9(a) shall not be (O) Si d to permit before the close of the three-yearperiod following such termination: i e eviction or termination of tenancy (other for good cause) of an existing tenant of an Low-Income Unit, or © (or any increase in the gross rent with rect such Low-Income Unit not otherwise petted SS by the Code.
aD) ww | oS & Ss So 20260210313 Page 7 of 26 e S ©) 10. Repsstaniations Covenants and Warranties of Onkee ) he Owner hereby warrants and covenants) that the anties, covenants, and declaration of obli s and duties set forth herein may be relied— § uponby the Department and all persons interested in Project compliance under the Code. In perfo aaah and obligations hereunder, the Depar ay rely upon statements and certificates Of,the f pertaining to occupancy of the Project, & the authorization and protection in zes ereunder in good faith and in confo: the opinion of such counsel shall be icable to the & Department's reliance upon such cna counsel. The Owner further represen mants and warrants to the Department that: (O) (O) Y {S a) The Owner cS SS S i) isa Limited Partners uly organized under the laws of the Sate ofA zona, and qualified
ounsel. The Owner further represen mants and warrants to the Department that: (O) (O) Y {S a) The Owner cS SS S i) isa Limited Partners uly organized under the laws of the Sate ofA zona, and qualified to transact busines: in the State of Arizona pursuant to either 0 or Title 29, Arizona Revised Statutes; ii) has the power and requisite authority to own its properties and assets as owned, where owned, and to carry on its business as now being conducted (and as now contemplated by ent and the Loan Documents); and d deliver this Agreement and the ments and to perform all undertakings oftheOwner hereunder.
this iii) has legal right, power, and authority to exe On b) e.exécution and performance of this Agreemeérit an LY will not violate or, if applicable, have net.violatéd any provision of law, rule or eeu SS any order of any court or other govern agency; and, 2 ii) will not violate or, if applicable, have iM iolated any provision of any indenture a Gor.
Cy) mortgage, mortgage note or other (ifistytiment to which the Owner is a party or by ich it or KS the Project is bound, and gS SS (iii) will not result in the creation br} position of any prohibited lien, charge o brance of (O) any nature. (O) (O) {S c) The Owner will, at einevot execution and delivery of this Agreentént; have good and marketable title to the 1 perty and improvements constituting thé ct free and clear of any lien or encumbr: bject to encumbrances created pursuant to.this’/ Agreement, the Loan Documents or other permitted encumbrances).
d) There is presently no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or, to the knowledge of the Owner,
encumbrances).
d) There is presently no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or, to the knowledge of the Owner, threatened against or affecting it, or any of its properties or rights, which, if adversely determin ed, would materially impair the Owner's right to-carry on business substantially as now conducted(and as now contemplated by this Agreement ard the Loan Documents) or which wo aterially, adversely affect its financial co dition: Neither the Owner, its principals, ; as the case may be, have any judgme constitute a lien against or otherwise imp d against them which would, when recorde ~ the security of the Project.
o (py The Project qualifies as a residential rent erty for the purposes of the Code; the re idéniial SS rental units of which will be rented o le for rental on a continuous basis to bers of © S the general public as further restri Attachment II hereto. The Project co one or ( &S LURA : > C A 010832 sS Sy SS e Loan Documents by the Owner: ©) & ca OO oD S So oS h) ) k) SS aojunation of and reporting to the sm anchSocation of of an allocation of Tax Credits: ©) cS EN we FINAL LURA ( Western Winds gS 8 © 2 and agrees for itself and on behalf of PE ariners, limited partners, special limite Asm Owner, and any successor(s) thereto, w 20260210313 Page 8 of 26 e g a S ©) ore) proximate buildings or structures contairiing one or more similarly construct ai odations containing separate and comp acilities for living, sleeping, eating, cooking——~ d sanitation which are to be used on othe a transient basis as the term is defined i ode and facilities which are functional; d and subordinate to such accommodatio oO
ng, sleeping, eating, cooking——~ d sanitation which are to be used on othe a transient basis as the term is defined i ode and facilities which are functional; d and subordinate to such accommodatio oO The date the Project anticipates to d in service” is December 31, 2024. 2, actions will be taken by the Owner a if'in any way affect the use of the Project. SS aN \ To the extent that the Project in egrehabilitation of existing residential rent its; relocation of tenants complies with all th & rements of the Uniform Relocation Act. ©) Y The Project is in full “en the requirements of the Fair Housing esign Standards.
Owner has read and A iliar with the provisions of the Code, the.Q d relevant federal guidance and Depar uidance that describe the obligations art ties of the Owner to operate and maintain the Project in compliance with the requirements of the Tax Credit program and other program sources of funding for the Project.
Owner reviewed the terms and conditions of this Agreement and reasonably notified all Lenders that execution of this Agreement, and specifically Atta t DL Consent and Subordination Agreement,is a)condition precedent to Final Allocation redits.
War Release and Indemnification. The Owne ts, covenants, and agrees that it has ccessors and/or assigns, its agents, counsel or.employees in conjunction with the applicati d upon or sought any information from Arizona Department of Housing, ip) In njunction with the Owner’s application Ties cation of Tax Credits, the Owner acknow members, special members or any oth tituent entity of Owner, and Owner's suc assigns that it : 1) releases the D t, its agents, counsel and employees a costs, damages, expenses and liabilities.of whatsoever nature or kind (includin, confined
nt entity of Owner, and Owner's suc assigns that it : 1) releases the D t, its agents, counsel and employees a costs, damages, expenses and liabilities.of whatsoever nature or kind (includin, confined to, attorneys’ fees, litigation an t costs, amounts paid in settlement, and amo} ts paid to discharge judgments, and any(loss from such judgments or assessments) direct or indirectly resulting from, arising ou or related to the allocation of Tax Creditgto\the Project or the recapture of Tax Credit tee including any interest and penal ies thereon; 2) indemnifies the Department, its agents, dounsel and employees from any losses, costs, pmages expenses and liabilities of whatsoever nature or kind (including, but not confined to, attorneys’ fees, litigation and court costs, amounts paid in settlement, and amounts paid to discharge judgments, and any loss from such judgments or assessments) directly or indirectly resulting from, arising out of, or related to an.assessment and deficiency determination or otherwise by the I.R.S.; and, 3) further indemnifiesthe Department, its agents, counsel and emp s from any losses, costs, damages, 2 i , but not confined to, attorneys’ judg: aents, and any loss from such judgments assessriients) directly or indirectly resultin, (O) ony) arising out of, or related to any sve dette pursuant to this Agreement and ey rship, operation, or maintenance of the Proj trict any application for a Qualified Con ws as the Period of Affordability for any ADQ! Pp OH Gap Financing has been repaid in full. > w é WS S defined in LR.C. §42(h)(6)(F) until suck>#i Financing has been completed and su 010833 §) 20260210313 Page 9 of 26 & ‘ o ©) 11. Owner's Obligations and Duties The Owner agrees that it will not own ee or permit to be taken any action which
ck>#i Financing has been completed and su 010833 §) 20260210313 Page 9 of 26 & ‘ o ©) 11. Owner's Obligations and Duties The Owner agrees that it will not own ee or permit to be taken any action which ave the effect, either directly or indireotly subjecting the Owner or the Project to-n (OP compliance with of the Code. Moreove 6w er agrees to take any lawful action Gace o Gy amendment of this Agreement as pals ecessary in the opinion of the Department ply eS fully with pertinent law and with alkapp i¢able tules, rulings, policies, procedure St ons or & other official statements rom or proposed by the United States D t of the Treasury or the I.R.S. from ti ime pertaining to Owner's obligations ‘the Code and (O) affecting the Project. () SS b) The Owner agrees no 6 disctiminate on the basis of race, mae: age, handicap, marital status, or nattonal origin in the leases for occupancy of the Projector in conjunction with the employment or ap tion for employment of any person or persons’for the operation and management of said Project, except as provided in Attachment II.
c) The Owner agrees that Low-Income Units shall be of comparable quality to other residential rental units in the Project unless the Owner has elected to exclude such excess costs for noncomparab w Income Units from eligible basis in on with the Code.
d) Asa cont mof occupancy, the Owner shall require each cant for tenancy of a Low-Income Uni ify in writing to the Department that m’s sources and amount of income come Units shall be required to certify the s the Department annually. In addition, the.
Owner shall require each applicant sorseuney to provide whatever other on
come Units shall be required to certify the s the Department annually. In addition, the.
Owner shall require each applicant sorseuney to provide whatever other on ocumentation, or certifications deemed ary by the Department to verify the t © (OP elipiviity for occupancy ofa Low-income Unt Ov (O Cy) e) During the term of this Agreement, the Owner shall comply with all federal, state an 1 laws, © &S codes, ordinances, rules and re fons conditions, and assurances, and shall k maintain in effect at all times any and mses, permits, notices, and certificatio h may be (O) required with regard ito the P. ~ Furthermore, the Owner shall abide by fuirements of its respective corporate for rticles of organization and bylaws, and at all times in ndition which would Code, then the Owner f) The Owner agrees thatif it shall become aware of any situation, event.or result in non-compliance of the Project or the Owner with Section 42 of shall promptly give written notice thereof to the Department.
SS good standing with the age having regulatory jurisdiction over it. S e g) Transfer Restrictions i) Excep rovided in paragraph 9(a) above, the Own y not sell, transfer or exchange the sich dividual buildings at any time, without/prior written consent of the Department, ielayed In addition, the Department will ansent not to be unreasonably withheld ord féquire the written agreement in advance : atisfer of the Project to any buyer or & ©) Ss) SX §) bject to the requirements of this Agreeme otherwise subject to the requirements for Ss sale, transfer or exchange of a Tax Credit project under the Code. Notwithstanding the
in that the transfer (€" 5 bject to the requirements of this Agreeme otherwise subject to the requirements for Ss sale, transfer or exchange of a Tax Credit project under the Code. Notwithstanding the 6 op foregoing, nothing in this subpara ll affect the rights of a Lender to appr e SS proposed transfer as required under tgage.
aS) oS) Gy SS ES SS See S S s SS OQ SS covenants of the Owner, and (ifi ww 20260210313 Page 10 of 26 \ Lom §) ©) SS i) the Owner further covenants and agrees rot t dispose of less than all of its interest in a uilding composing the Project.
ENC real or personal property comprisift HOP roject; or permit the use of any reside al unit for any purpose other than re using during the term of this Agreement.
iv) The Owner shall not grant mniercial leases or licenses relating to the Prdj 1 (61 er than commercial leases permitte e Code) or permit the sale, transfer, co e or other encumbrance of the Proje y portion thereof (except for residenti al unit leases) during the effective te is Agreement, provided that this coven 1 not apply to any encumbrance, seveyine or transfer in conjunction with , transfer or other conveyance of the Project that complies with the requirements of th oan Documents and this Agreement.
12. Casualty Condemnation and Eminent Domain. Subject to the express provisions of an agreement between a Lender and the Department, the Owner represents, warrants and agrees that if the Project, or any portion thereof, shall be damaged or destroyed or shall be condemned or acquired for public use, the Owner will use it: t efforts to repair and restore same to sub ially the same condition as existed
portion thereof, shall be damaged or destroyed or shall be condemned or acquired for public use, the Owner will use it: t efforts to repair and restore same to sub ially the same condition as existed prior to the eventcausing such damage or destruction, or to ve) the condemnation, and thereafter operate the in accordance with the terms of the ocuments and. this Agreement. The Department béa party to any agreement relating to of‘condemnation proceeds or insurance proves rom damage to the Project to repair and rest et Project. Provided, however, that if repai or restor of the Project is not practicable, the Qwni all not be obligated to repair or restore th Project I the Owner chooses not to repair or restore the Project, then the Department shall appropriately or Ao e LR.S. in and take such other appropriate\aétion in accordance with terms of this Agreement and irements of the Code.
oS Ss a) Upon execution and delivery we Owner the Owner shall cause this Awe mt and all amendments and attachments to be recorded and filed in the official re f the county recorder's office in the co which this Project is located and, if able, with the recording office of the appropriate Indian tribe if the Project is located ibaY land, and pay all fees and charges in e conjunction with recording of this A ment and all addenda or amendments thereto. recording, the Owner shall immediately it or cause to be sent directly from the recorder's office to the Department an executed original of the recorded Agreement showing the date, book and page number of recording. The Owner acknowledges and agrees that the Department will not issue LR.S. Form(s) 8609 constituting final allocation of the credit ufess and until the Department has received a\recorded executed original of this
knowledges and agrees that the Department will not issue LR.S. Form(s) 8609 constituting final allocation of the credit ufess and until the Department has received a\recorded executed original of this Agreement: ere pertinent, the Department may req er to furnish a preliminary title report ‘oject prior to or after recordation of thi Agr erent.
b) The (Owner intends, declares and covenants, behalf of itself and all future owners an (Gergors of the Project and land upon which he Poe is constructed that, during the term greement, all of the covenants and restrictions set forth in this Agreement regulating an S estricting the use, occupancy and transfer 6 ©, V/ppwith the Project, encumbering the Project Agreement, and are binding upon the operators of the Project and the land!
e Project (i) shall be and are covenants ru d upon which the Project sits for the t is s successors in title and all subsequent o nd m which the Project sits, (ii) are not mere rsonal bind the Owner (and the benefits shallzinure to the FINAL LURA Y Western Winds C 10 S S So amesystmas suet uo ym t \ S © { & 20260210313 Page 11 of 26 & \ S _& nee ¥tment and any past, present, or prospec respective successors and assigns duri ihe SS -income tenant of the Project) and its re of this Agreement.
e Owner hereby agrees that any and all ements of the laws of the State of Arizon oe Oy’satisfied in order for the provisions Agreement to constitute deed reese t covenants running with the land at deemed to be satisfied in full, an oat any , in the & requirements or privileges of e I~ itle are intended to be satisfied he alternative, that an equitable servi ide as been created to ensure that these re: will run with the land. For the longer period this credit is claimed or the term is Agreement
ended to be satisfied he alternative, that an equitable servi ide as been created to ensure that these re: will run with the land. For the longer period this credit is claimed or the term is Agreement (including, if applicable, the each and every contract year period described in paragraph 9 (Termir ation) hereof), other instrument hereinafter executed conveying the Project or any portion thereof sha essly provide that such conveyance is _s o this. Agreement, provided, however, covenants contained herein shall survive e effective regardless of whether such contract, deed, or other instrument hereafter executed conveying the Project or any portion thereof provides that such conveyance is subject to this Agreement.
The Owner further covenants and agrees to obtain the consent of any prior recorded lien holder on the Projeét\to this Agreement and the recording thereof, and such consent shall be a condition this Projet Q) 14. Subordiridtio Soe Owner covenants and agrees to-advise/all Lenders that as a condition to Fina (O) Allocati ax Credits, each and every Lender with rest in the Project that is senior in time right.to ights created under this Agreement shall execute and record the Department's current form of a consent and subordination agreement, an exam which is set forth in Attachment III (a “Consent rdination Agreement"). Except for the.L ed by the Department and Loan eee ement between the Lender and the ets “Sexecute any other agreement or othe contradictory to, or in opposition to, the:p are paramount and controlling as tthe requirements and conflicts contain provisions of this Agreement except as provided in a writt ‘ocuments and other Lender mortgages ex ith provisions
ion to, the:p are paramount and controlling as tthe requirements and conflicts contain provisions of this Agreement except as provided in a writt ‘ocuments and other Lender mortgages ex ith provisions isA greement persede the ct between the ent shall control, epartment.
"a a party to such an agreement ions hereof, and that the requirements o ‘Glan and obligations herein set forth or other agreement. In the event of a, oan Documents, the provisions of this ination agreement between the Lenderand th 15. Effect of Other Restrictive Covenants. In the event that the Department requires the Owner to execute and record a separate declaration of restrictive covenants on the Project, then the more restrictive requirements shall apply. Upon the expiration or termination this Agreement or of any such declaration, the Project shall remain bound by the terms and provisions of the surviving document.
Agreement may be amended with the pri $ contained herein or to reflect changes i under. No amendment to this Agreem be made without the prior written approv c eDepartment. The Owner hereby expr es to enter into all amendments here which, inthe opinion of the Department's legal counse easonably necessary or desirable to one) esl eros or for maintaining compliance under the Co rability. The invalidity of any cpt pin of this Agreement shall not oS of the remaining portions thereof.
mn approval of the Department to mt law, the Code and any ruling §) promulgated Y 2.
010836 20260210313 Page 12 of 26 18. Noti¢es. notices to be given pursuant to this Agieement shall be in writing and shall be deemed) given w: ailed by certified or registered mail, retu ceipt requested, to the parties hereto at the
18. Noti¢es. notices to be given pursuant to this Agieement shall be in writing and shall be deemed) given w: ailed by certified or registered mail, retu ceipt requested, to the parties hereto at the addr set forth below, or to such other place as a pa tty may from time to time designate in writing: 2 tot Department: A Zend partment of Housing et 1110 West Washington Street, Suite 280 (SS) > Cy) enix, AZ 85007 cS & ntion: Asset Manager & (O) To the Owner: (O) MHMP 17 Western Winds Apartments, uO) 1600 Broadway, Suite 2000 SS SS Denver, CO, 80202-4916 Attention: Kuhl Brown The Department, and the Owner, may, by notice given hereunder, designate any further or different addresses to which subsequent notices; certificates or other comm tions shall be sent. ‘ : the State of Arizona and, where ance with Arizona law, the Department and Stat zona may cancel this Agreement without\penalty or further obligation under thi (O) provisos of riz Revised Statutes Section 38-511. The parties further agree to use arbitration to extent re d by Arizona Revised Statutes Section 12-1 a Superior Court for Maricopa County foe ee 21S) Survival of Obligations. The obligations,o Owner as set forth herein and in the Applidation shall urvive the allocation of tax credit do shall not be deemed to terminate or with th awarding of the allocation.
22. Counterpart. This Agreement ma y be) signatories had executed the same (jiristrument. If counterpart originals are depos S recording, the escrow agent ma et!
20.
ion arising under this Agreement. Y Oo signed in multiple counterparts with the s effect as if all éd into escrow for needed, to create a and substitute signature and notary pa single recordable original agr .
[SIGNATURES ON THE FOLLOWING PAGES] oe or @ Rc XC 2 aS) aS) aS) &S FINAL LURA & eS
if all éd into escrow for needed, to create a and substitute signature and notary pa single recordable original agr .
[SIGNATURES ON THE FOLLOWING PAGES] oe or @ Rc XC 2 aS) aS) aS) &S FINAL LURA & eS Western Winds 12 S SS Soo 20260210313 Page 13 of 26 S SS SS ESS WHEREOF, the parties have caused this\Agreement to be signed by their respective 5 duly authorized representatives, as of the day and me ove written. QO an Arizona Limited partnership SS &S iS By: | MHMP 17 Western Winds Apafinyen s GP LLC (O) an Arizona Limited partnershi . se Its: General Partner | SS By: Mercy Housing tain Plains a Colorado non-profit corporation, Its: Manager and Sole Member "oe ©) State < Colored D ) G) G } On this the 13 day of ve 2026, before me, a Not lic, roven to be the person whose name is ed to this instrument titled Declarati ative L and Use and Restrictive Covenants nt mt and acknowledged that s/he execute e. If this (O) person’s name is subscribed in a nee ive capacity, it is for the principal name the capacity indicated.
/-¢- dak Ling.
Notary Expiration Date Signature of the Notary Public for Owner [STAMP/SEAL C aY COMUS 40 20244013906 EXPIRES APR 9, 2028 G ©) s sS S < “ ©) 20260210313 Page 14 of 26 : ©) oiposen . s © stat E OF ARIZONA, ARIZONA DEPAR T OF HOUSING, ) Co cS nstituent department and an a tate of Arizona : SS Keon Mont omer y Demy ( QO) (O) 4 4 (ea) 01/08/2026.1 MST S Ruby Dhillon-Williams, S or Keon Montgomery, As Deputy Director/Housing & Community pment State of Arizona ) ) ss.
On thi e © th day of January 2026, acknowledg efore me, a Notary Public, by means of ology or personally appeared Keon (O)
r/Housing & Community pment State of Arizona ) ) ss.
On thi e © th day of January 2026, acknowledg efore me, a Notary Public, by means of ology or personally appeared Keon (O) comm) mrgn known to me or satisfactorily proven to be the person whose namelis subs cribed to this instrument and G) acknowle that he/she executed the same. If this same is subscribed in a representative SO ity, it is for the principal named and in the cap. ity indicated.
oor ee ommission expires: April 19, 2029 XS Notary Public: os RS owoa2026 12:36 PM MST NOTARY PUBLIC ~ ARLZONA MARICOPA COUNTY : | COMMISSION # 683652 Online Notary Public. This notarial act involved the use of online audio/video communication technology.
Notarization facilitated by SIGNIX® Sem a S SS SS SS So SHOCSYEERORISS, LS SS Ee EET LE ER " 010839 & & & GS . ATTACH N GC) Ss LEGAL D eR PTION 5 as oor 6 Rien referred to herein below is situated inthe-County of Pima, State of Arizona and is des as aN OWS: aS cS & All that part of the Southwest Quarter Se Quarter of Section 24, Township gisouth, Range (O) 13 East, Gila and Salt River Base and Meridian, Pima County, Arizona, described as follows: Sy Beginning at the Southwest ee Section 24; Sy Thence North 00 degrees 24 minutes 10 seconds West along the West line of said Section 24 a distance of 825.00 feet; Thence at right angles North 89 degrees 35 minutes 50 seconds East tg a point in a line parallel with and jee ees 24 minutes 10 seconds East, parallel | in West line 412.50 feet; Q) Thence Nex p9 degrees 35 minutes 50 seconds East 385 fests a point in the East line of the Southwest G Quarter Southwest Quarter of Section 24;
10 seconds East, parallel | in West line 412.50 feet; Q) Thence Nex p9 degrees 35 minutes 50 seconds East 385 fests a point in the East line of the Southwest G Quarter Southwest Quarter of Section 24; North 00 degrees 24 minutes 10 seconds WW fs the East line of the Southwest Quarter as est Quarter of Section 24 a distance of 41 SOE et; SS 2S on) ofS) | ence South 89 degrees 35 minutes 50 “Ss est 385 feet to the True Point of mete ALSO KNOWN AS: (O) . {S All that part of the recta the Southwest Quarter of Section 24, T 13 South, Range Thence South.0 13 East, Gila and Salt River B Meridian, Pima County, Arizona, descri as follows: Beginning at the Southwest corner of said Section 24; Thence North 00 degrees 54 minutes 23 seconds West a distance of 825.15 feet; ©) Thehce North 89 degrees 04 minutes 36 seconds Bastavdistance of 388. 70 feet; et along the East line of the Southwest Quart Cox. Southwest Quarter of Section 24 Nonfat” GC s 55 minutes 01 seconds West a dtneef 1257 feet; 5 (SS « & Attachment I (Western Winds) — Page 1 () S SS Ss Unofficial copy Thence South 89 degrees 04 minutes 36 seconds West a distance of 388.65 feet to the True Point of Beginning.
Unofficial Copy Unofficial Copy 20260210313 Page 16 of 26 Unofficial Copy Unofficial Copy Unofficial Copy Attachment I (Western Winds) - Page 2 Unofficial Copy Unofficial Copy 1 Unofficial Copy 010841 © oe Zero (0) of the Low-Income Units of 20260210313 Page 17 of 26 S) Sx & CCUPANCY RESTRICTIONS AND FRORECT UNIT CHARACTERISTICS SS SX eG S 15S Attachment describes the specific affor ity requirements and occupancy mss the oject required by the Code and the t characteristics as described and re o the epartment by the Owner in the m described in Recital paragraph C. fordability
ffor ity requirements and occupancy mss the oject required by the Code and the t characteristics as described and re o the epartment by the Owner in the m described in Recital paragraph C. fordability (Dope and occupancy restrictio: t be satisfied by no later than the close of ist year of the credit period. See LR.C. § 42(f)(1). oject shall be operated and eS ng to the unit mix and with the amenities descri ah ein.
1. Residential Rental Unit sie ) } S a) The Owner acknowledges that the Project will contain one-hundred (100) total residential rental units, of which zero (0) is to be occupied by a manager or maintenance individual, leaving onehundred _ (100) rent-commanding units for households who meet the low-income requirements hereof. Of the one-hundred (100) rent-commanding units,zero (0) are to be rented at market b) The Pr Sct Wi contain Gross Floor Area of 74 74,298 Si eet and Net Rentable Area of 51,000 gs. The Project will include one 00) one-bedroom one-bathroom units.
iori for Low-Income Tenants with Special Needs. Zero (0) of the families whaeas ject shall be required to be occupied (or tr s occupied) by individuals or femies & member of the individual or family mee pnie-Or more of the following criteria: Zero (0) of the Low-Income Units af es oject shall be required to be occupied (0 a as occupied) by homeless individu milies meaning a person(s) who has livé& places not meant for human habitation 's S cars, parks, sidewalks, abandoned b etc.; b) in an emergency shelter facility; ansitional housing facility (not permane ing); of the Project shall be required to be o¢cu (or treated as b) Zero (0) of the Low-Income occupied) by serious] entally ill persons, meaning adults whose<emotional or behavioral
lity (not permane ing); of the Project shall be required to be o¢cu (or treated as b) Zero (0) of the Low-Income occupied) by serious] entally ill persons, meaning adults whose<emotional or behavioral functioning is so pa to interfere with their capacity to remain Bp community without supportive treatment. @ mental impairment is severe and persistent and may result in a limitation of their functional capacities for primary activities of daily living, interpersonal relationships, homemaking, self-care, employment or recreation. The mental impairment may limit their ability to seek or receive local, state or federal assistance such as housing, medical and dental car abilitation services, income assistance, or p ive services; © ATTACHMENT I ee idéntial buildings and zero (0) non-residential oe a 8 §) c) ow-Income Units of the Project shall ired to be occupied (or treated as by seriously emotionally disturbed rece ing persons between birth and age 18 © rently or at any time during the past y ad a diagnosable mental, behavioral, o ces mal disorder that resulted in a functional ee which substantially interferes with sat) Qk s the person’s role or functioning in school, or community activities. Seriously emotionally disturbed persons are to Gee shed by a referral agency recognized b ([oy Department; S Coy RO oject shall be required to be occupied sox d as persons meaning persons suffering roan severe, > t I (Western Winds) — Page 1 (©) Sr Ss occupied) by developmentally 20260210313 Page 18 of 26 & S onic condition attributable to a physical or rent impairment manifesting itself before a f 22 and likely to continue mers “eettified by a referral agency recognized by t Di “8 Zero (0) of the Low-Income Units of th ct shall be required to be occupied (or fete
t manifesting itself before a f 22 and likely to continue mers “eettified by a referral agency recognized by t Di “8 Zero (0) of the Low-Income Units of th ct shall be required to be occupied (or fete Cy) occupied) by victims of AIDS/HIV, as ited by a licensed M.D.; f) L & SS Zero (0) of the Low-Income Uni Project shall be required to be occupi or treated as occupied) by victims of domestic.viclence, as certified by referral agency re mH ed by the Department; ©) partment; {S g) Zero (0) of the Low-Inegené Unis of the Project shall be required to be 0 ied (or treated as occupied) by victims o ic substance abuse, as certified by a refer mcy recognized by SO the Department; h) Zero (0) of the Low-Income Units of the Project shall be required to be occupied (or treated as occupied) by physically disabled persons suffering from a physical impairment that substantially limits one or more major life activity or have a record of such impairment.
3. Priority Occu for Housing for Older Persons a) Zero (0)'6ftheLow-Income Units of the Project shall ed to be occupied (or treated as occured) individuals or families, where at least res) idual in each unit will be 55 years of oralder b Fe clan (100) of the Low-Income ont eh Project shall be occupied (or treated GS ccupied) by households composed of one Or-more persons, at least one of whom is 62 years.
(ope or more at the time of initial occup sou households must meet the eligibility criteri an “Elderly Family” as defined in HUD ook 4350.3 REV-1, Change 4, Paragraph 3 Sine Units ~ s shall be required to be occupied (or meas occupied as S y 2, “EL a) At least twelve (12) Low-Inco: (O) provided herein) by indivi r families whose income is thi 30)% s of the area
3 Sine Units ~ s shall be required to be occupied (or meas occupied as S y 2, “EL a) At least twelve (12) Low-Inco: (O) provided herein) by indivi r families whose income is thi 30)% s of the area {S median gross income as.détermined in accordance with the Code (sai — be referred to S herein, collectively, " GI low-income tenants"). Gross me these Low-Income Units shall be restricte o more than the allowable rent limit as e shed by the Arizona Department of Housing as published for the applicable year for the 30% AMGI low-income tenants, or the applicable Gross Rent Floor that was elected for the Project.] occupied a vided herein) by individuals or families w: income is sixty (60)% or less of the area medi s income as determined in accordance Code (said tenants to be referred to her lectively, as “60% AMGI low-income tena . Gross rents for these Low-Income ‘aD b) The daa eighty-eight (88) Low-Income Units shall be required to be occupied (or treated as Unit: l be restricted to no more than the allow: mit limit as established by the Arizona epattment of Housing as published for the applicable year for the 60% AMGI low-inco ti s, or the applicable Gross Rent Floor that ected for the Project.
mily remains a low-income tenant at one hare e determination of whether an individu Ov (OYAMGI levels specified in subparagraph SS at least annually on the basis of the 2, oS tenant(s) and the current year ap come limit. Any Low-Income Unit gS individual or family who is at AMGI level at the commencement o “rey t II (Western Winds) — Page 2 (O) (b) above (“a stated AMGI level”), shal RS S&S Se s\ SX elopmentally Disabled Persons are Nea & 20260210313 Page 19 of 26 ©) Gens to be treated as if occupied by a qualifyingylow-income tenant so long as the qualifyi
”), shal RS S&S Se s\ SX elopmentally Disabled Persons are Nea & 20260210313 Page 19 of 26 ©) Gens to be treated as if occupied by a qualifyingylow-income tenant so long as the qualifyi t's income does not increase above 140% o current year applicable income limit, Fot—~ Ne ch qualifying tenant whose income cabsequenty exceeds 140% of the current year applicable }S Wo come limit, such qualifying tenant’s Lo’ WS by a tenant with income at the stated each available Low-Income Unit cage rable or smaller size is rented toa tenant stated AMGI level. Once the pe Rage of Low-Income Units in the Project (exely income units) equals the perceritagé-of Low-Income Units set-aside for the stated A & iti d Desig we he Owner acknowledges that the followin: ities and design S feat will be included i in the Proje pon completion of construction: a) Project parking will owes one-hundred and six (106 b) Agreed upon Amenities for the Project will be as follows: Refri gerator “Micro s Fans Common Ares La dry (9 washers,9 diyers) ele & oe It is to be noted that the proj fis-not classified as a “Supportive Housing” p but will be providing select ortive services to senior residents. These = e) Amenities not included in Basis: Not applicable G a & Si RS a ASPEN 010844 20260210313 Page 20 of 26 G2ona Department of Housing oS) XS &S 110 W. Washington, Suite 280 &S &S Phoenix, AZ 85007 BS S CON SENTA D SUBORDINATION AGREEMENT, THIS CONSENT AND SUBORDINATION AGREEMENT (“Agreement”), effective as of the date of recording, delivered by [Lender], a [state] [type of entity] and its successors and
SENTA D SUBORDINATION AGREEMENT, THIS CONSENT AND SUBORDINATION AGREEMENT (“Agreement”), effective as of the date of recording, delivered by [Lender], a [state] [type of entity] and its successors and assigns (the "Lender") to the State of Arizona, Arizona Department of Housing, a constituent to its rights, ues d obligations (the "Department"); vets Nacowledped to by [name of Q owner] a [state} e of entity] (“Owner”). S VY yal © YY S) (Cs RECITALS 5) GS) é~Department has been designated by the State of Arizona pursuant to Arizona Revi % Section 41-3901 et seq., and by the A Revised Statutes Section 35-728(B) an as designated housing credit agency for e State of Arizona for allocation of tax cre der & e Low Income Housing Tax Credit m (“Tax Credits”) as described in Se (a) and KS 42 of the Internal Revenue Code of s amended and the United States Depa SO Treasury Regulations (collectively the)'Code"); iS B. The Owner is or shall ac levies or lessee’s interest in a a un it residential S rental housing project located nm lands within the City of & >) , County of State of Arizona as more fully described in Exhibit ttached hereto and incorporated herein (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 $ to Owner (the “Loan”). The Loan made by the Owner to the order ofthe he der (the “Note”); Q repayment of the Loan and performa (Q the terms of the Note is secured b D. The Her’s a lien ok ti Project created by that certain [inse title of Lender’s deed of a [dated and
e he der (the “Note”); Q repayment of the Loan and performa (Q the terms of the Note is secured b D. The Her’s a lien ok ti Project created by that certain [inse title of Lender’s deed of a [dated and of substantially even date herewith i: .
in the | official records of the State of Arizona, Coun (the “Dead of iment ee tively > 010845 £ QQ, 7 20260210313 Page 21 of 26 SY Q OR, Or a©refered (0 a6 the “Lender Loan Documents”); [us uage when consent being recorded wi) sametime URA] E. (; epartment and the Owner have entéred into that certain Declaration of Affi Le nd-Use And Restrictive Covenants Agreement [dated and recorded as of substantial (date herewith] ff e allocate federal tax credits under as described in Sections 38(a) a ow Income Housing Tax Credit prog { ( ax Credits”) al % of the Internal Revenue Code o , as amended F. The allocation of the Tax Credits to the Project by the Department is of material benefit to the Lender; G. Certain ris of the Declaration are required by federal law to protect the rights of the Project’s tenant iS) e event the Project is acquired by losure or instrument in lieu of SS foreclosure; and) © AX H. The re requires the execution and delively of this Agreement by the Lender and On the O er ag a condition to the Department's entering into the Declaration. © “SNOW, THEREFORE, in consideration e premises and promises contained he andy other good and valuable consideration, ( (the. receipt and sufficiency of which is, eres Oredeed, the parties agree as follows; SS REEMENT Oo i a &S 1. Accuracy of the Recitals. The parties hereby acknowledge the accuraty of the Recitals which are incorporated herein ee reference. LSS SS,
e parties agree as follows; SS REEMENT Oo i a &S 1. Accuracy of the Recitals. The parties hereby acknowledge the accuraty of the Recitals which are incorporated herein ee reference. LSS SS, 2. Consent to Execution. ‘The ender 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.
( \ Lender ackno le ges and agrees that pursuant to paragraph) 9(a) of the Declaration, the (S) Declaration inate on the date the Project is a by foreclosure or instrument in SX lieu of f re (unless it is determined that su ©) ition is part of an arrangement wit the Owner 1 A)purpose of which is to terminate suc i eriod); provided, however, Lender hereby XS) acknowledges and agrees that the acquisition©o the E Project by any party by foreclosu stent in lieu of foreclosure shall be su o the provisions of paragraph 9(b) tion, which provisions shall contintiéin-full force and effect for a period of Pe oo from the date of such acquisition,;. we éd, further, that such provisions ne Le rapply c & SS achment II ~ Page 2 .
010846 20260210313 Page 22 of 26 ® % Sx ding (a period if and to the extent that (ephiane therewith is not possible as consequi i imilar event with respect to the me of damage, destruction, oe 3 ender Loan Documents. The re ga s that should any provision of any, ee ocument purport to limit or impair hts of the Department under paragraph ) > he Declaration, then such provision.sh of no force and effect to the extentnecesSary to “ensure there is no such limitation or i airment on the rights of the Department
Department under paragraph ) > he Declaration, then such provision.sh of no force and effect to the extentnecesSary to “ensure there is no such limitation or i airment on the rights of the Department 6. Absolute Subordination. Department shall have absolute duty or (O) responsibility, and the priority of rovisions of paragraph 9(b) of the D ion over the {S Lender Loan Documents s IKE oe way be affected or diminished failure of the S Department, regarding a omission by the Department relating e 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 to the extent of such inconsistency.
8. Successors, Assigns and Participants. This Agreem pplies to, inures to the benefit of, and binds rties hereto, their heirs, legatees, cy s, administrators, executors, OQ) participants, sors and assigns.
. ©) arts. This Agreement may be exe¢ ut any one or more counterparts, eac e aggregate shall constitute one and the-same Agreement.
10. overning Law. This Agreement sal b controled by, governed in accordance wi &(entorced under the internal laws of meReeet Arizona without regard to conflic Ponce oS) oS SS SS é § § SS [SIGNATURES A. OWLEDGEMENTS ON THE FOL PAGES] 010847 Unofficial Copy LENDER: [Lender], a [state] [entity type] IN WITNESS WHEREOF, the Lender has caused this Agreement to be executed by its duly authorized representative as of the day and year first above written.
UnofficialCopy 20260210313 Page 23 of 26 Unofficial Copy By: [Name of Authorized Signer] Its: [Authority] County of [County] On this the day of Copy ) ss.
) Unofficite of State DV the 20_ before me, a Notary known to Public, personally appeared
fficial Copy By: [Name of Authorized Signer] Its: [Authority] County of [County] On this the day of Copy ) ss.
) Unofficite of State DV the 20_ before me, a Notary known to Public, personally appeared me or satisfactorily proven to be the person whose on whose name is subscribed to this instrument titled instrun and Subordination Agreement 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 [STAMP/SEAL] Unofficial Copy and Notarial Copy Signature of the Notary Public for Lender Unofficial Copy Attachment III - Page 4 Unofficial Copy 010848 RECEIVED AND ACKNOWLEDGED: Unofficial Copy State of Arizona, Arizona Department of Housin DEPARTMENT: a constituent department and an agency of the State of Arizona Unofficial Copy 20260210313 Page 24 of 26 Unofficial Copy By: Ruby Dhillon-Williams, Director or Keon Montgomery, Assistant Deputy Director/Housing & Community Development On this the Unical Copy day of Notary Public, by means the Unofficial Copy State of Arizona County of Maricopa ) ) ss.
) acknowledged before me, a 2026, of communication technology or personally appeared known to me or satisfactorily proven to be the person whose name is subscribed t to this instrument titled Consent and Subordination Agreement and acknowledged that s/he executed the same. If this person's name is subscribed in a representative capacity, it is for the prir Notary Expiration Date [STAMP/SEAL] the principal named and in the capacity indicated.
Signature of the Notary Punle Public for Department Unofficial Copy Unofficial Copy Attachment III - Page 5 .....
Copy Unofficial Copy 010849 ACKNOWLEDGED: OWNER: Unoffic Copy a [state] [entity type]
Signature of the Notary Punle Public for Department Unofficial Copy Unofficial Copy Attachment III - Page 5 .....
Copy Unofficial Copy 010849 ACKNOWLEDGED: OWNER: Unoffic Copy a [state] [entity type] a [state] [entity type] fficial Copy Its: [General Partner] [Managing Member] [Sole Member] By: [Name of Authorized Signer] Its: [Authority] State of [State] ) ) ss.
County of [County] ) On this the day Unofficial Copy Public, personally appeared 20260210313 Page 25 of 26 Unofficial Copy known to 20 before me, a Notary the me or satisfactorily proven to be the person whose name is subscribed to this instrument titled Consent and Subordination Agreement 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.
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Attachment III - Page 6 Unofficial Copy official Copy Unofficial Copy 010850 Signature of the Notary Public for Owner Unofficial Copy Uficial Copy Notary Expiration Date [STAMP/SEAL] Unofficial Copy [Insert legal description] Unofficial Copy Unofficial Copy EXHIBIT A Legal Description 20260210313 Page 26 of 26 Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Attachment III - Page 7 Unofficial Copy 010851