                              After the tax sale, SABT and U.S. Bank each sought the
                 excess tax sale proceeds.' SABT requested the excess tax sale proceeds as
                 the holder of the receiver's certificate. U S Bank requested the excess tax
                 sale proceeds as both the holder of other receiver's certificates and as the
                 beneficiary of a deed of trust. Concluding that excess tax sale proceeds
                 could be remitted to the beneficiary of a deed of trust, but not to the holder
                 of a receiver's certificate, the Treasurer remitted all of the excess tax sale
                 proceeds to U.S. Bank and denied SABT's request for the proceeds.
                              SABT then filed a petition for judicial review of the
                 Treasurer's denial of its request for the excess tax sale proceeds. The
                 district court denied SABT's petition because it concluded that U.S. Bank's
                 deed of trust had priority over SABT's receiver's certificate. SABT now
                 appeals.
                 The district court correctly determined that U.S. Bank's deed of trust had
                 priority over SABT's receiver's certificate
                              SABT argues that the district court erred by determining that
                 U.S. Bank's deed of trust had priority over the receiver's certificate
                 because U S Bank waived the priority of its deed of trust by seeking a
                 receivership and by drafting the order appointing a receiver. 2


                        'Belvedere Towers Owners Association (BTOA) also sought excess
                 tax sale proceeds. While this appeal was pending, BTOA settled its claims
                 against U.S. Bank relating to the distribution of these proceeds, and a
                 stipulated dismissal was entered. In light of this dismissal, we do not
                 address the issues raised by BTOA in this matter.

                       2 By failing to raise the argument in its opening brief, SABT waived
                 its argument that U.S. Bank is judicially estopped from arguing that it did
                 not waive the priority of its deed of trust. See Powell v. Liberty Mut. Fire
                 Ins. Co., 127 Nev. , n.3, 252 P.3d 668, 672 n.3 (2011).



SUPREME COURT
        OF
     NEVADA
                                                        2
(0) 1947A    e
                       Standard of review
                               We review an agency's legal determinations and the
                interpretation of a promissory note de novo.      Harrah's Operating Co. v.
                State, Dep't of Taxation, 130 Nev. „ 321 P.3d 850, 852 (2014)
                (reviewing an agency's legal determination de novo); Redrock Valley
                Ranch, LLC v. Washoe Cnty.,        127 Nev. „ 254 P.3d 641, 647-48
                (2011) (reviewing issues of contract interpretation de novo); Key Bank of
                Alaska v. Donnels, 106 Nev. 49, 52, 787 P.2d 382, 384 (1990) (applying
                principles of contract interpretation to promissory notes).
                       U.S. Bank's deed of trust was recorded first, so it had priority over
                       the receiver's certificate
                               A lien's priority is generally based on the date which it was
                recorded. See In re Wilson's Estate, 56 Nev. 500, 501, 56 P.2d 1207, 1208
                (1936) (stating that recorded conveyances "impart notice to all persons of
                the contents thereof; and subsequent purchasers and mortgagees shall be
                deemed to purchase and take with notice" (internal quotations omitted));
                cf. NRS 111.325 (providing that unrecorded conveyances are void against
                subsequent recorded conveyances to bona fide purchasers for value). U.S.
                Bank's deed of trust was recorded before SABT's receiver's certificate was
                recorded. Therefore, the deed of trust has priority over the receiver's
                certificate unless the deed of trust was subordinated to the receiver's
                certificate.
                       The receivership and the receiver's certificate did not subordinate
                       U.S. Bank's deed of trust
                               A "receiver's possession is subject to all valid and existing
                liens upon the property at the time of his appointment, and does not divest
                a lien previously acquired in good faith." State ex rel. Irving Nat'l Bank v.
                Second Judicial Dist. Court, 47 Nev. 86, 93, 217 P. 962, 963 (1923); see

SUPREME COURT
     OF
   NEVADA
                                                       3
(0) 1947A At.
                 also Cal. Nat'l Bank of Sacramento v. El Dorado Lime & Minerals Co., 2
                 P.2d 785, 786 (Cal. 1931) ("A receiver takes control of property subject to
                 all existing interests."). Thus, a receiver's certificate does not
                 automatically take priority over a preexisting deed of trust.        See Robbins
                 u. Newberg, 85 F.2d 754, 757 (9th Cir. 1936) (holding that a receiver's
                 certificate did not take priority over an existing mortgage). Therefore,
                 neither the existence of the receivership nor the receiver's certificate
                 affected the priority of U.S. Bank's deed of trust because it predated both.
                          U.S. Bank did not waive the priority of its deed of trust
                                Waiver is "the intentional relinquishment of a known right."
                 Merrill v. DeMott, 113 Nev. 1390, 1400, 951 P.2d 1040, 1046 (1997). A
                 party may implicitly waive a right by "engag[ing] in conduct so
                 inconsistent with an intent to enforce the right as to induce a reasonable
                 belief that the right has been relinquished."        Nev. Yellow Cab Corp. v.
                 Eighth Judicial Dist. Court, 123 Nev. 44, 49, 152 P.3d 737, 740 (2007).
                                Petitioning for a receivership does not implicitly waive the
                 priority of a lien against a property because this action can be consistent
                 with preserving a lienholder's interest in a subsequent satisfaction of its
                 lien. See Anes v. Crown P'ship, Inc., 113 Nev. 195, 199, 932 P.2d 1067,
                 1069 (1997) (observing that one purpose of appointing a receiver is to
                 "   preserve [a receivership estate's] value for the benefit of the person or
                 entity subsequently determined to be entitled to the property").
                 Furthermore, drafting a proposed order does not constitute a waiver of a
                 right.    See, e.g., In re Oil Spill by Amoco Cadiz off Coast of France on
                 March 16, 1978, MDL No. 376, 1988 WL 2796, at *2 (N.D. Ill. Jan. 14,
                 1988) (stating that drafting a proposed order does not waive a right to
                 challenge the ruling); see also In re Bahn, 13 S.W.3d 865, 875 (Tex. App.
                 2000) (same). Thus, neither seeking the appointment of a receiver nor
SUPREME COURT
       OF
    NEVADA
                                                          4
(0) 194M    ce
                 drafting a district court's order appointing a receiver constitutes a waiver
                 of a right.
                               The fact that U.S. Bank petitioned for a receivership and
                 drafted the district court's order appointing a receiver does not
                 demonstrate that it intended to waive the priority of its deed of trust.
                 Thus, U.S. Bank's deed of trust retained priority over SABT's receiver's
                 certificate. 3 As a result, the district court did not err in denying SABT's
                 petition for judicial review. 4 Therefore, we
                               ORDER the judgment of the district court AFFIRMED.




                                                     Saitta


                                                                                    J.
                                                     Gibbons


                                                                                    J.
                                                     Pickering




                       'Since U.S. Bank's deed of trust had priority over SABT's receiver's
                 certificate, we decline to address whether the holder of a receiver's
                 certificate is eligible to recover excess tax sale proceeds under NRS
                 361.610.

                        We have considered the parties' remaining arguments and conclude
                        4
                 that they are without merit.



SUPREME COURT
      OF
    NEVADA
                                                        5
(0) 1947A ers,
                     cc: Hon. Janet J. Berry, District Judge
                          Wm. Patterson Cashill, Settlement Judge
                          Cecilia Lee, Ltd.
                          Woodburn & Wedge
                          Snell & Wilmer, LLP/Tucson
                          Washoe County District Attorney/Civil Division
                          Snell & Wilmer, LLP/Las Vegas
                          Washoe District Court Clerk




SUPREME COURT
        OF
     NEVADA
                                                        6
(0) 1947A    ot)47
