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24-116.00VolunteersOfAmericaGrantPriorityAndSubordinationAgreement Return Address Volunteers of America of Eastern Washington and Northern Idaho 525 W 2nd Avenue Spokane, WA 99201 Attention:Fawn Schott PRIORITY AND SUBORDINATION AGREEMENT (Volunteers of America Crosswalk 2.0) Grantors: 1. WASHINGTON TRUST BANK 2. WASHINGTON STATE DEPARTMENT OF COMMERCE 3. CITY OF SPOKANE VALLEY Grantees: 4. WASHINGTON TRUST BANK 5. WASHINGTON STATE DEPARTMENT OF COMMERCE 6. CITY OF SPOKANE VALLEY Abbreviated Legal Ptn Lots 2-11 Block 210 East Side Syndicate Add Description: (Additional legal description on Exhibit A) Assessor's Tax Parcel Numbers: 35152.0308 Reference Numbers: Priority and Subordination Agreement Page 1 Volunteers of America of Eastern Washington and Northern Idaho THIS PRIORITY AND SUBORDINATION AGREEMENT("Agreement") is dated as of ,2024 by and among the following parties: VOLUNTEERS OF AMERICA OF EASTERN WASHINGTON AND NORTHERN IDAHO, a Washington nonprofit corporation (the "Company"); WASHINGTON TRUST BANK, a Washington bank corporation (the "Bank"); WASHINGTON STATE DEPARTMENT OF COMMERCE, a state agency (the "State"); and CITY OF SPOKANE VALLEY, a Washington municipal corporation (the "Spokane Valley") (collectively, the "Parties" and each individually, a "Party"). The State and Spokane Valley are collectively referred to herein as "Lenders," in each case so long as such Party's deed of trust remains in effect as a lien on the Property (defined below) or, in the case of Bank only,so long as any amount owing to Bank by the Company under the Bank Loan Documents (as defined below)remains unpaid. RECITALS A. Company's Interest. The Company owns the real property located at 1440 N. Haven Street, City of Spokane, Spokane County, Washington, legally described as set forth on Exhibit A attached hereto(the"Land"),which Property will be developed as 36 affordable housing beds for a teen emergency shelter and resource center for young people aged 13-20 who are experiencing homelessness (known as Crosswalk 2.0) (the "Project" and, collectively with the Land,the"Property"). The Lenders have provided or committed financial assistance for the Project, as described below. B. Bank's Interests. Bank has made a loan to the Company in the amount of $2,500,000 (the "Bank Loan"). To evidence the Bank Loan, Bank and the Company entered into that certain Loan Agreement (the "Bank Loan Agreement"). Pursuant to the Bank Loan Agreement,the Company executed a Promissory Note in the amount of$2,500,000.00(the"Bank Note"). The Company executed a Deed of Trust appointing UPF Washington, Incorporated as trustee and naming the Bank as Beneficiary recorded in Spokane County under recording number (the"Bank Deed of Trust"). References to the"Bank Deed of Trust"include all modifications,extensions,renewals or replacements of the Bank Deed of Trust.The Bank Loan Agreement, Bank Note, Bank Deed of Trust, and all documents executed by the Company in connection therewith, are referred to collectively as the"Bank Loan Documents." C. State's HTF Interests. The State has made a grant to the Company in the original principal amount of$4,559,000.00 (the "State HTF Loan"). To evidence the State HTF Loan,the State and the Company entered into that certain Capital Funding Contract between Company and State (Contract No. 21RC-94115-006) (the "State HTF Contract"). Pursuant to the State HTF Contract, the Company executed a Promissory Note in the amount of$4,559,000.00 (the "State HTF Note"). The Company executed (a) a Low Income Housing Covenant Agreement recorded in Spokane County under recording number (the "State HTF Covenant"); and (b) a Deed of Trust appointing Vista title & Escrow as trustee and naming the State as Beneficiary recorded in Spokane County under recording number (the"State Priority and Subordination Agreement Page 2 Volunteers of America of Eastern Washington and Northern Idaho HTF Deed of Trust"). References to the "State HTF Deed of Trust" include all modifications, extensions,renewals or replacements of the State HTF Deed of Trust. The State HTF Contract,the State HTF Note, the State HTF Covenant, the State HTF Deed of Trust, and the State HTF Assignment are referred to collectively as the "State HTF Loan Documents." D. State's BCF 22-96641-017 Interests. The State has made a grant to the Company in the original principal amount of$2,450,000(the"State BCF Grant").To evidence the State BCF 22-96641-017 Grant, the State and the Company entered into that certain Community Capital Facilities Grant Agreement #22-96641-017 (the "State BCF Agreement"). Pursuant to the State BCF Agreement, the Company executed a Promissory Note in the amount of $2,450,000 (the "State BCF Note"). The Company executed a Deed of Trust appointing VISTA as trustee and naming the State as Beneficiary recorded in Spokane County under recording number (the"State BCF Deed of Trust").References to the"State BCF Deed of Trust" include all modifications, extensions, renewals or replacements of the State BCF Deed of Trust. The State BCF Grant,the State BCF Agreement#22-96641-017,and the State BCF Deed of Trust are referred to collectively as the "State BCF Loan Documents." E. State's 21-96633-999 Interests. The State has made a grant to the Company in the original principal amount of$2,450,000 (the "State 21-96633-999 Budget Appropriation"). To evidence the State 21-96633-999 Budget Appropriation Grant,the State and Company entered into that certain _ (21-96633-999) (the "State 21-96633-999 Budget Appropriation Grant Agreement"). Pursuant to the State 21-96633-999 Budget Appropriation Grant Agreement, the Company executed a Promissory Note in the amount of$2,450,000.00 (the "State 21-96633- 999 Budget Appropriation Note"). The Company executed (a) a [ ] Covenant Agreement recorded in Spokane County under recording number (the "State 21-96633-999 Budget Appropriation Covenant"); and (b) a Deed of Trust appointing VISTA TITLE& ESCROW, LLC, a Washington limited liability company ("VISTA") as trustee and naming the State as Beneficiary recorded on January 21, 2021 in Spokane County under recording number 7024640, as re-recorded on February 5, 2021 in Spokane County under recording number 7031160 (collectively, the "State 21-96633-999 Budget Appropriation Deed of Trust"). References to the"State 21-96633-999 Budget Appropriation Deed of Trust" include all modifications, extensions, renewals or replacements of the State 21-96633-999 Budget Appropriation Deed of Trust. The State 21-96633-999 Budget Appropriation Grant Agreement, the State 21-96633-999 Budget Appropriation Grant Note, the State 21-96633-999 Budget Appropriation Grant Covenant, and the State 21-96633-999 Budget Appropriation Grant Deed of Trust are referred to collectively as the "State 21-96633-999 Budget Appropriation Documents." F. Spokane Valley's Interests. Spokane Valley has made a grant to the Company in the amount of up to $500,000.00 (the"Spokane Valley Grant"). To evidence the Spokane Valley Grant, Spokane Valley and the Company entered into that certain Capital Project Grant Agreement (Contract No. 23-140.00) dated as of August 16, 2023 (the "Spokane Valley Grant Agreement"). Pursuant to the Spokane Valley Grant Agreement, the Company executed a Restrictive Covenant Agreement recorded in Spokane County under recording number (the "Spokane Valley Covenant"). The Spokane Valley Grant Agreement, the Spokane Valley Priority and Subordination Agreement Page 3 Volunteers of America of Eastern Washington and Northern Idaho Covenant, and any documents executed by the Company in connection therewith, are collectively referred to as the "Spokane Valley Documents." J. Definitions. The deeds of trust described in Paragraphs B, C, D, and E above shall be referred to collectively hereinafter as the "Deeds of Trust." The covenants and regulatory agreements described in Paragraphs B, C, D, E, and F above shall be referred to collectively hereinafter as the "Covenants." All of the documents discussed in the Recitals section of this Agreement are collectively referred to as the "Documents" and the information and definitions contained in the Recitals are acknowledged by the Parties to be an incorporated, integral part of this Agreement. H. Purpose. The Parties wish to enter into this Agreement in order to establish their relative rights and priorities regarding the Property, all as more fully set forth herein. AGREEMENT NOW, THEREFORE, for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Priority and Subordination. A. The Parties agree that the Documents, regardless of recording order, shall have priority in the order set forth below in this Section, with the most senior Document listed first and each Party intentionally and unconditionally subordinates the lien or charge of each Document to which it is a party or beneficiary in favor of the lien or charge upon the Property of the other Documents to the extent necessary to have the relative priority set forth below: 1) State HTF Covenant 2) Spokane Valley Covenant 3) Bank Loan Documents 4) State HTF Deed of Trust 5) State BCF Deed of Trust 6) State S21999 Budget Appropriation Deed of Trust Priority and Subordination Agreement Page 4 Volunteers of America of Eastern Washington and Northern Idaho B. Notwithstanding the fact that the State's loans (the "Subordinated Loans") are secured by the Property,each of the Subordinated Loans is and will be subordinate, and is hereby subordinated, to the extent and in the manner set forth in this Agreement, in right of payment to the prior payment in full of all amounts owing to Bank by the Company under the Bank Loan Documents(collectively,the"Bank Obligations"), including without limitation all interest accruing on the Bank Obligations during any bankruptcy case of the Company. No holder of a Subordinated Loan will exercise, pursue or attempt to exercise or pursue any rights or remedies with respect to the Property ("Enforcement Action") without Bank's prior written consent,which consent may be given or withheld in the sole discretion of Bank. The Lender of a Subordinated Loan agrees not to ask, demand, sue for, take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment of all or any amount owing on any Subordinated Loan unless and until the Bank Obligations have been paid in full; provided,however,that so long as no default or event of default exists on the Bank Obligations,Lender of a Subordinated Loan may receive and the Company may pay regular periodic payments of principal and interest(excluding any balloon payment due at maturity)on the Subordinated Loans on,or within 30 days of,the stated dates of payment provided in the loan documents for the Subordinated Loans without giving effect to any modification or acceleration thereof and without prepayment thereof. Bank and the Company may freely enter into extensions, modifications and renewals of the Bank Obligations of any kind or nature whatsoever(other than increases in principal amount or increases in interest rate) without notice to or consent of the Lender of a Subordinated Loan and no such extension, modification or renewal will defeat the subordination made in this Agreement in whole or in part. The Lender of a Subordinated Loan will hold all payments or distributions upon or with respect to its Subordinated Loan that it receives contrary to the provisions of this Agreement in trust for Bank, and will pay them over forthwith to Bank to be applied to,or held as collateral for,the Bank Obligations until the Bank Obligations have been indefeasibly paid in full,as Bank may elect. C. The Covenants shall survive any foreclosure sale, trustee's sale, or deed in lieu thereof under any of the Deeds of Trust and shall be binding on any person acquiring the Property by any such means,or that is a successor to one who acquires the Property by such means,for so long as such person shall retain an interest in the Property, subject to the terms of the Covenants regarding the termination thereof. In addition,the State and Spokane Valley acknowledge and agree that they will not take any action under any of the Documents that would result in termination of another Party's Covenant.Notwithstanding the foregoing and for the avoidance of doubt, the State and Spokane Valley may take action under their respective Covenants,without obtaining prior consent of any Party,to the extent such actions do not result in termination of another Party's Priority and Subordination Agreement Page 5 Volunteers of America of Eastern Washington and Northern Idaho Covenant, the State and Spokane Valley shall each give reasonable notice to the others of pending actions under their respective Documents. D. Regardless of priority as among the Covenants, the Company, its successors, and any other parties obligated thereunder shall be obligated to comply with the provisions of each Covenant except as expressly provided herein. E. The priority of the Bank Loan Documents over the State HTF Covenant,the State HTF Deed of Trust, the BCF Deed of Trust, and the State S21999 Budget Appropriation Deed of Trust is limited to the following amounts: (i)all present and future advances made by Bank,regardless of whether such advances are deemed to be mandatory or optional up to an aggregate principal amount of$2,500,000.00; (ii) all amounts expended by Bank to pay taxes, assessments, prior liens, or insurance premiums on behalf of the Company and all amounts otherwise expended by Bank to protect the Project and Bank's interests under the Bank Loan Documents; (iii)any costs,fees or late charges incurred by the Company as a result of default under the Bank Loan Documents; (iv)any costs or fees incurred by Bank as a result of default under the Bank Loan Documents; and (v) interest on (i) through(iv), above. 2. Reliance by Lenders; Consent. It is understood by the Parties hereto that the Lenders would not enter into their respective Documents without this Agreement. The Company consents to all terms hereof. 3. Insurance or Condemnation Proceeds. Notwithstanding any provision of any Lender's Deed of Trust or other Document to the contrary, in the event of any damage to, destruction of, or taking or condemnation (including deed in lieu thereof) of the Property or any portion thereof, any insurance or condemnation proceeds shall be applied first to the repair or restoration of the Property and any amounts secured by any Party's deed of trust shall not be accelerated as a result of any casualty loss or condemnation, unless: A. At the time of the casualty loss or condemnation,there is an Event of Default under the Bank Loan Documents; B. After consultation among the Lenders,the Lenders determine that repair or restoration of the Property is not feasible or that adequate funds are not available therefor,which determination shall occur no later than thirty(30)days after consultation among the Lenders; or C. As of the date of casualty or condemnation less than one(1)year remains before the maturity of the debt secured by any Lender's deed of trust; provided that such repair or restoration proceeds with reasonable dispatch once condemnation or insurance proceeds are available. Until such time as the Bank Loan has been fully repaid in Priority and Subordination Agreement Page 6 Volunteers of America of Eastern Washington and Northern Idaho accordance with the Bank Loan Documents, any funds to be applied to repair or restoration shall be held and administered by Bank in accordance with the Bank Loan Document, and Bank shall be entitled to reasonable compensation for its services in connection with the administration of such funds, as set forth in the Bank Loan Documents. 4. Notification and Opportunity To Cure. For the benefit of the Bank and for so long as the Bank Deed of Trust encumbers the Property,for the benefit of the State and for so long as the State HTF Deed of Trust encumbers the Property,for the benefit of the State and for so long as the State BCF Deed of Trust encumbers the Property, and for the benefit of the State and for so long as the State S21999 Budget Appropriation Deed of Trust encumbers the Property, the Bank agrees that it will not exercise any of the remedies permitted under the Bank Loan Documents unless and until: A. If the default consists of a violation of a covenant to pay money,the Bank has given the State and Spokane Valley ten(10)days' written notice of such default and such default has not been cured within such ten-day period; B. If the default consists of a failure to renew or perfect any collateral pledge, letter of credit, guaranty or other undertaking, agreement or security given in connection with the Bank Note, the Bank has given the State and Spokane Valley thirty (30) days' written notice of such default and such default has not been cured within such ten-day period; C. If the default consists solely of a violation of any provision of the Bank Loan Documents other than as described in subsections 5.A and 5.B above,the Bank has given the State and Spokane Valley thirty (30) days' written notice of such default and such default has not been cured within such thirty-day period, provided that (i) within ten (10) days after such notice is given, the State or Spokane Valley commences its cure and submits to the Bank in writing its plan to cure,(ii) said cure is continuously pursued by the Bank,as applicable,with due diligence(during said thirty-day period),and(iii) if the Bank determines, in its reasonable discretion,that the default is not curable and/or immediate action is needed to protect the Bank's rights,the Bank shall provide the State and Spokane Valley notice of such default, but the Bank may exercise any of the remedies for default in the Bank Loan Documents without allowing the State and Spokane Valley to cure the Company default. For purposes of this Section 5, in order to cure a monetary default, neither the State nor Spokane Valley shall be required to pay any principal amount of the Bank Loan that would not have come due but for the Bank's exercise of its right to accelerate the principal balance owing under the Bank Loan Documents. Nothing contained in this Section 5 shall be construed as imposing any obligation on the Bank other than to postpone the exercise of its rights to enforce a default until the expiration Priority and Subordination Agreement Page 7 Volunteers of America of Eastern Washington and Northern Idaho of the applicable grace period, if any, specified herein and provided that the default has not been cured within that period. Failure to give notice and opportunity to cure defaults in the manner herein provided shall not in any way invalidate or prohibit the Bank from exercising any of the remedies for default permitted under the Bank Loan Documents (other than to prohibit the Bank from proceeding further until the applicable notice is given and the applicable grace period, if any, for the curing of such default has expired and provided that the default has not been cured within that period). Notwithstanding the above provisions, the cure rights of the State and Spokane Valley provided for in this Section 5 shall not apply in the following circumstances: A. if the Company transfers or encumbers all or any portion of its interest in the Property in violation of the Bank Loan Documents (except as otherwise contemplated under this Agreement); or B. in any circumstances when a delay in effecting a cure is,in the reasonable judgment of the Bank, likely to result in the Property becoming uninsured or rendered unavailable to the Bank, or the value thereof being materially and adversely affected; or C. any default of the same type or nature which is repeated more than twice in any one calendar year; or D. any filing of a voluntary petition in bankruptcy by the Company, or any guarantor, or for the appointment of a receiver or trustee of all or a portion of the Property; or E. any assignment for the benefit of creditors, fraudulent conveyance, or other plan or action instituted by the Company in an attempt to avoid the satisfaction of any lawful indebtedness; or F. any waste committed to the Property, or any demolition or removal of any improvements on the Property without the Bank's consent, other than the exercise by any proper authority of the right of eminent domain; G. any nonmonetary default that the Bank reasonably determines is not capable of being cured within the requisite period. The Bank and the Company agree that any amounts expended by the State or Spokane Valley in exercise of their respective rights under Section 5 shall be deemed to have been advanced by such parties pursuant to and secured by their respective Deeds of Trust, if any. The Company agrees such amounts shall be paid to the State or Spokane Valley on demand, and shall bear interest at the rate of interest borne by the loan secured by the applicable Lender's Deed of Trust from the date of expenditure by that Lender until paid. Such advances, if any, shall not alter the lien priority reflected in Paragraph 1.A. Priority and Subordination Agreement Page 8 Volunteers of America of Eastern Washington and Northern Idaho 5. Acknowledgements. The Lenders hereby each agree and acknowledge, solely for the benefit of all other Lenders, as follows: A. For purposes of this Agreement, the Lenders acknowledge that each has been provided the opportunity to review the other Lenders' Documents before executing this Agreement; B. No Lender has made any warranty or representation of any kind or nature whatsoever to the other Lenders with respect to (i)the application of the proceeds of its loans, (ii) the value of the Property, the improvements to be constructed thereon,or the marketability or value thereof upon completion of such construction, or(iii)the ability of the Company to honor its covenants and agreements with the Lenders; C. No Lender by reason of this Agreement has any duty to disclose to the other Lenders any facts that a Lender may now know or hereafter know about the Company or successors of the Company, regardless of whether (i)the Lender has reason to believe that any such facts may increase materially the risk beyond that which any other Lender intends to assume, (ii) the Lender may have reason to believe that such facts are unknown to another Lender, or (iii) the Lender has a reasonable opportunity to communicate such facts to another Lender, it being understood and agreed that each Lender is fully responsible for being and keeping informed of the financial condition of the Company and/or any members,sponsors, or successors of the Company and of all circumstances bearing on the risk of non- payment of any indebtedness of the Company to the Lenders as described in this Agreement; and D. Each Lender has made such independent legal and factual inquiries and examinations as such Lender deems necessary or desirable and is not relying on any inquiries or examinations made by any other Lender or on information from any other Lender concerning this Agreement,the Company,the Land or the Project. 6. Miscellaneous. A. Entire Agreement. This Agreement is the entire agreement among the parties with respect to the subject matter of this Agreement, and all prior understandings or agreements on that subject matter are superseded hereby. B. Applicable Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Venue of any action or proceeding to enforce, interpret or otherwise related hereto shall lie in Spokane County, Washington. Priority and Subordination Agreement Page 9 Volunteers of America of Eastern Washington and Northern Idaho C. Successors; Assignment. This Agreement is for the benefit of the Lenders and their respective successors and assigns, in each case for so long as such Party's Deed of Trust or Covenant (if any), or both, remains in effect with respect to the Property or any part thereof, and any provision hereof may be waived or modified by written agreement among all of them,or so many of them as are affected thereby, without the consent of the Company. The assigns and successors-in-interest of the Parties hereto shall be bound by this Agreement. This Agreement may be assigned by a Party only as a part of an assignment of that Party's entire interest in the Property or its loan described herein. D. Notices. All notices to be given pursuant to this Agreement shall be in writing and shall be deemed given when hand-delivered within normal business hours, when actually received by email transmission during normal business hours, or two (2) business days after deposit in the U.S. mail,postage prepaid, (one (1) business day if sent by overnight courier)to the Parties at the addresses set forth below or to such other place as a Party may from time to time designate for itself by notice to the other Parties. No transferee or successor of a Party shall be entitled to notices or opportunity to cure defaults hereunder unless notice of the transfer is given in accordance with this subsection. For purposes of this subsection, a"business day" is any day other than a Saturday, Sunday, or statutory federal or Washington state bank holiday. Bank: Washington Trust Bank 717 W. Sprague Ave. Spokane, WA 99021 Attention: Kim Lloyd, Relationship Manager VP, Corporate Banking State: State of Washington Department of Commerce Attn: Housing Trust Fund 1011 Plum St. SE P.O. Box 42525 Olympia, WA 98504-2525 Spokane Valley: City of Spokane Valley 10210 E. Sprague Ave. Spokane Valley, WA 99206 Attention: City Attorney's Office Priority and Subordination Agreement Page 10 Volunteers of America of Eastern Washington and Northern Idaho Company: Volunteers of America of Eastern Washington and Northern Idaho 525 W. 2nd Ave. Spokane, WA 99201 Attention:Fawn Schott With a copy to: Witherspoon Brajcich McPhee,PLLC 601 W. Main Ave., Ste. 1400 Spokane, WA 99201 Attention:Brian M.Werst bwerst@workwith.com E. Amendment. Except as stated in subsection C of this Section,this Agreement may be amended only by a writing signed by all the Parties hereto, but this subsection shall not impair the validity of any further agreements among fewer than all of the Parties hereto as among themselves. F. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and whether or not all Parties execute each counterpart. G. Completion of Recording Information. If this Agreement is signed without completion of certain recording information called for above, any Party hereto or any title insurance company acting on the instructions of any Party is hereby authorized to insert such information prior to recording this Agreement. H. Consent to Other Parties' Documents. By executing this Agreement,each Party hereby acknowledges and consents to the execution of, and where appropriate,the recording of, the Documents by the Company and the other Parties thereto. Notwithstanding such consent,the terms hereof,the terms of the Documents,and the acceptance by Lenders of their respective liens and other rights and interests under the Documents,no Lender shall,by reason of this Agreement,be liable or responsible for any obligation of the Company under the Documents or of any"Owner"as defined in any of the Documents. [Signature Pages Follow] Priority and Subordination Agreement Page 11 Volunteers of America of Eastern Washington and Northern Idaho IN WITNESS WHEREOF,the undersigned has executed this Priority and Subordination Agreement as of the date first above written. WASHINGTON TRUST BANK By: Name: Title: STATE OF WASHINGTON ) COUNTY OF ) I hereby certify that I know or have satisfactory evidence that appeared before me, and acknowledged that she/he signed this instrument, on oath stated that she/he was authorized to execute this instrument, and acknowledged it as the of to be the free and voluntary act of such entity for the uses and purposes mentioned in this instrument. GIVEN under my hand and official seal this day of , 2024. NOTARY PUBLIC in and for the State of Washington My commission expires Print Name: Priority and Subordination Agreement Signature Page Volunteers of America of Eastenr Washington and Northern Idaho IN WITNESS WHEREOF,the undersigned has executed this Priority and Subordination Agreement as of the date first above written. WASHINGTON STATE DEPARTMENT OF COMMERCE, a state agency By: Name: Corina Grigoras Title: Assistant Director,Housing Division STATE OF WASHINGTON ) COUNTY OF THURSTON) I hereby certify that I know or have satisfactory evidence that Corina Grigoras appeared before me, and acknowledged that she/he signed this instrument, on oath stated that she/he was authorized to execute this instrument, and acknowledged it as the Assistant Director, Housing Division, of the WASHINGTON STATE DEPARTMENT OF COMMERCE, a state agency, to be the free and voluntary act of such entity for the uses and purposes mentioned in this instrument. GIVEN under my hand and official seal this day of , 2024. NOTARY PUBLIC in and for the State of Washington My commission expires Print Name: Priority and Subordination Agreement Signature Page Volunteers of America of Eastenr Washington and Northern Idaho IN WITNESS WHEREOF,the undersigned has executed this Priority and Subordination Agreement as of the date first above written. CITY OF SPOKANE VALLEY, a Washington municipal corporation By: Name: s/�H..�,✓ Title: G.ry AAA4C"t- Approved as to Form: By: X# Name: , �or0 r', L� Title: (),:i A, 0,r-v,7 / [Acknowledgement on Next Page] Priority and Subordination Agreement Signature Page Volunteers of America of Eastenr Washington and Northern Idaho STATE OF WASHINGTON ) COUNTY OF SPOKANE ) // I hereby certify that I know or have satisfactory evidence thagitli flohfit07appeared before me, and acknowledged that she/he signed this instrument, on oath stated that she/he was authorized to execute this instrument, and acknowledged it as the 6 l 74 1jv,,- of CITY OF SPOKANE VALLEY, a Washington municipal corporation, to be ihe free arftt voluntary act of such entity for the uses and purposes mentioned in this instrument. GIVEN under my hand and official seal this 0,^61' day of a , 202 /.' \\‘‘\\\11111 / NBUI � SPs`�g N 1111�%'/j� NO ARY PUBLIC in anti for the State of Washington �o• AR f A My commission expires o2 157873 tit s Print Name: 5U-San A a/iD Nr '/ G 02 // F° WAS��1 . Priority and Subordination Agreement Signature Page Volunteers of America of Eastenr Washington and Northern Idaho IN WITNESS WHEREOF,the undersigned has executed this Priority and Subordination Agreement as of the date first above written. VOLUNTEERS OF AMERICA OF EASTERN WASHINGTON AND NORTHERN IDAHO, a Washington nonprofit corporation By: Name: Title: STATE OF WASHINGTON ) ) COUNTY OF SPOKANE ) I hereby certify that I know or have satisfactory evidence that appeared before me, and acknowledged that she/he signed this instrument, on oath stated that she/he was authorized to execute this instrument, and acknowledged it as the of VOLUNTEERS OF AMERICA OF EASTENR WASHINGTON AND NORTHERN IDAHO, a Washington nonprofit corporation,to be the free and voluntary act of such entity for the uses and purposes mentioned in this instrument. GIVEN under my hand and official seal this day of , 2024. NOTARY PUBLIC in and for the State of Washington My commission expires Print Name: Priority and Subordination Agreement Signature Page Volunteers of America of Eastenr Washington and Northern Idaho EXHIBIT A LEGAL DESCRIPTION THAT PORTION OF LOTS 2 THROUGH 11 IN BLOCK 210 OF EAST SIDE SYNDICATE ADDITION TO SPOKANE, ACCORDING TO THE PLAT RECORDED IN VOLUME "C" OF PLATS, PAGE 73, BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID BLOCK 210, BEING HEREINABOVE DESCRIBED; THENCE ALONG THE NORTH LINE OF BLOCK 210 SOUTH 89°52'20" EAST 250.19 FEET TO THE NORTHEAST CORNER OF LOT 2 OF SAID BLOCK 210; THENCE ALONG THE EAST LINE OF SAID LOT 2, SOUTH 00°09'14" WEST 62.11 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE LEAVING SAID EAST LINE, NORTH 89°50'49" WEST 250.16 FEET TO THE WEST LINE OF SAID BLOCK 210; THENCE ALONG SAID WEST LINE, SOUTH 00°07'10" WEST 187.77 FEET TO THE SOUTHWEST CORNER OF SAID BLOCK 210; THENCE ALONG THE SOUTH LINE OF SAID BLOCK 210, SOUTH 89°49'52" EAST 250.04 FEET TO THE SOUTHEAST CORNER OF LOT 11 OF SAID BLOCK 210; THENCE ALONG THE EAST LINES OF LOTS 11 AND 2 OF SAID BLOCK 210 NORTH 00°09'14" EAST 187.84 FEET TO THE SAID TRUE POINT OF BEGINNING OF THIS DESCRIPTION; SITUATE IN THE CITY OF SPOKANE, COUNTY OF SPOKANE, STATE OF WASHINGTON. Priority and Subordination Agreement Exhibit A Volunteers of America of Eastenr Washington and Northern Idaho