HomeMy WebLinkAboutHopeSource CIP Amend 4ADMIN Version: 0 Supersedes: 0 Date Adopted: 12/01/2024 Modified By: Katie Odiaga Approval By: Chelsey Loeffers
Kittitas County Public Health
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Kittitas County Amendment to: ILA, AGS, InterDept. MOU ( 8/28/25)
Page 1 of 3
This Fourth Amendment to Grant Award #HH-2021-001-Hopesource-CIP (“Fourth Amendment”) is
entered into this 21st day of April 2026 between Kittitas County (“County”) and HopeSource, a
Washington nonprofit corporation (“HopeSource” or “Contractor”).
A. HopeSource and the County are parties to that certain Grant Award #HH-2021-001-
HopeSource-CIP for Capital Improvement Project (Cle Elum Build) with an e Ưective date of July 15,
2021 (known as either the “Professional Services Agreement” or “Initial Grant Agreement”) as
amended by that certain Amendment No. 1 to Contract HH-2021-001-HopeSource-CIP dated
November 21, 2023 (“First Amendment”), that certain Amendment No. 2 to the Professional
Service Agreement dated November 5, 2024 (“Second Amendment”) and that certain Amendment
No. 3 to the Professional Services Agreement dated June 5, 2025 (“Third Amendment”). The Initial
Grant Agreement as amended by the First Amendment, Second Amendment and Third Amendment
shall be known as the “Amended Grant Agreement,” and the Amended Grant Agreement as further
amended by this Fourth Amendment shall hereafter mean the “Grant Agreement.”
B. HopeSource and the County desire to amend the Amended Grant Agreement to
amend the Project Description, clarify the use restrictions the County will impose on the Project
and make certain other modifications all as more fully set below.
C. Capitalized terms not otherwise defined herein shall have the meaning set forth in the
Amended Grant Agreement.
Based on the above facts and in consideration of the mutual promises and covenants set
forth below, the parties agree to the following:
1. HopeSource’s “Homeless and AƯordable Housing Funds 2021 Notice of Funds Available
Application Form” (“Grant Application”) attached as Exhibit A to the Initial Grant Agreement
is hereby amended to incorporate the “Updated Project Proposal Narrative” submitted by
HopeSource to the County on February 18, 2026, attached hereto as Exhibit A. To the extent
that the terms of the Updated Project Proposal Narrative conflict with the terms in the
original Grant Application, the terms of the Updated Project Proposal Narrative shall control.
2. The Project has been named “Teanaway Court.” Any previous references to “Cle Elum Build”
shall mean “Teanaway Court.”
3. As a condition of the County funding, HopeSource has agreed to place the following
restrictions on the Project (collectively “Use Restriction”):
KITTITAS COUNTY AMENDMENT #4 TO:
Grant Award #HH-2021-001-
HopeSource-CIP
(Teanaway Court/Cle Elum Build)
Kittitas County Amendment to: ILA, AGS, InterDept. MOU ( 8/28/25)
Page 2 of 3
a. No less than five (5) units shall be reserved for households who are homeless at the
time of occupancy as defined by the Department of Housing and Urban Development
(“HUD”) at 24 C.F.R. 578.3 for a period of no less than forty (40) years.
b. One (1) of the five (5) units set aside for households who are homeless at the time of
occupancy shall be restricted to a household with an annual household income of no
more than fifty percent (50%) of the Area Median Income for Kittitas County as
determined by HUD for no less than forty (40) years.
4. HopeSource shall cause an aƯordable housing covenant evidencing the Use Restriction to
be recorded against the Property for the benefit of the County and in a form approved by the
County (“Covenant”).
5. HopeSource shall market and rent the five (5) homeless-designated units through
Coordinated Entry referrals, supplemented as needed by direct referrals from local agencies
and shelters.
6. The County funding is conditioned on HopeSource complying with the Covenant and this
Grant Agreement. If HopeSource fails to comply, HopeSource shall be required to repay the
County the total amount of the award pursuant to the terms of a promissory note.
7. HopeSource shall reloan the proceeds of the County funds to Teanaway Court Associates
LLLP, the tax credit partnership who owns the fee simple interest in the Property and of which
HopeSource is the managing general partner (“HopeSource Loan”). The HopeSource Loan
will be evidenced by a promissory note and deed of trust, which HopeSource will assign to
the County as security for the County funds.
8. Except as specifically set forth herein, the Amended Grant Agreement is and remains in full
force and eƯect and binding on the parties.
9. HopeSource acknowledges that it has the authority to enter into and perform its obligations
under this Fourth Amendment.
10. This Fourth Amendment may be executed in one or more facsimile or pdf counterparts, each
of which shall be deemed the original, but which together shall constitute one and the same
instrument.
11. All other terms of the Initial Grant Agreement remain unchanged and in full force and eƯect.
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the latest date
written below.
Kittitas County Amendment to: ILA, AGS, InterDept. MOU ( 8/28/25)
Page 3 of 3
KITTITAS COUNTY
BOARD OF COUNTY COMMISSIONERS
______________________________
Cory Wright, Chair
______________________________
Brett Wachsmith, Vice-Chair
______________________________
Laura, Osiadacz, Commissioner
Date: ___________________
Attest:
______________________________
Clerk of the Board
Julie Kjorsvik
Mandy Buchholz
CONTRACTOR
HOPESOURCE
______________________________
Signature
Susan Grindle
Printed Name
Chief Executive Officer
Title
Date: ____________________
1
KITTITAS COUNTY NOTE
$750,000.00 Teanaway Court [___], 2026
FOR VALUE RECEIVED, HOPESOURCE, a Washington nonprofit corporation ("Grantor"),
promises to pay to KITTITAS COUNTY, a political subdivision of Washington State ("County”) at its
offices at 205 W 5th Ave,, Ellensburg, Washington or at such other place as County may from time to time
designate in writing, (a) the principal sum of SEVEN HUNDRED FIFTY THOUSAND AND/NO/100
DOLLARS ($750,000.00) ("County Grant"); and (b) all costs and expenses payable hereunder.
RECITALS
A. This Promissory Note ("County Note") is made pursuant to that certain unrecorded
Homeless Housing Program Grant Agreement, Contract HH-2021-001-HopeSource-CIP, dated July 15,
2021, between Grantor and County as amended by that certain Amendment No. 1 dated November 21,
2023, that certain Amendment No. 2 dated November 5, 2024, that certain Amendment No. 3 dated June
3, 2025, and that certain Amendment No. 4 dated April 21, 2026 (as amended, the "Contract") and that
certain Affordable Housing Covenant (“Covenant”) dated of even date hereof that restricts the use of the
Property for a forty (40) year period for the benefit of the County. The Contract, County Note and
Covenant are referred to herein as the “County Grant Documents”.
B. Capitalized terms used in this County Note shall have the meaning set forth in the Contract
or Covenant, unless expressly otherwise defined herein.
NOW, THEREFORE, for good valuable consideration, receipt of which is hereby
acknowledged, Grantor agrees as follows:
1. Agreement. The principal sums hereunder have been and are being conditionally granted
by County to Grantor in accordance with and pursuant to the Contract. The proceeds of the County Grant
shall be disbursed only to pay for the items and in accordance with the procedures set forth in the
Contract. The terms of the Contract are incorporated herein and made a part hereof to the same extent and
with the same force and effect as if fully set forth herein. In the event of any inconsistencies between the
terms of this County Note and the terms of the Contract or any other document related to the County
Grant, the terms of this County Note shall prevail.
A default by Grantor under any of the provisions of the Contract, the Covenant, this Note, or any
of the other County Grant Documents shall, after the expiration of any cure period under the respective
agreement, be a default hereunder, and a default hereunder after the expiration of any applicable cure
periods shall be a default under the County Grant Documents.
2. Interest. Zero percent simple interest (0%) per annum (based on a 360-day year and
charged on the basis of the actual number of days elapsed) shall accrue on the County Note amount and
all other amounts due under this County Note, except as set forth in Section 7 hereof.
3. Payment; Forgiveness. There are no regularly scheduled payments under this County
Note. Payment shall be due as provided in Section 7 hereof only upon a Default. December 31, 2068
shall be the "Maturity Date" of this County Note. If, as of the Maturity Date, there are no uncured defaults
under the County Grant documents, including all attachments thereto, and there are no amounts which
have become payable pursuant to Section 7 hereof, all outstanding amounts on this County Note shall be
forgiven.
4. Form of Payments. All amounts due hereunder are payable in immediately available funds
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and lawful monies of the United States of America.
5. Application of Payments. All payments shall be applied (i) first, to costs, interest and fees
owing hereunder, (ii) second, to the payment of principal.
6. Security. This County Grant is being reloaned by Grantor to Teanaway Court Associates
LLLP (“Partnership”) the fee simple owner of the Property of which Grantor is the manager of the
managing general partner (“Loan”). The Loan is evidenced by a Promissory Note (Sponsor Loan –
County Funds) payable by the Partnership to Grantor (the “Partnership Note”) and secured by a Deed of
Trust (Sponsor Loan – County Funds),executed by the Partnership in favor of the Grantor and recorded
against the Property in the Official Records of Kittitas County, which Deed of Trust shall only be
subordinate to (i) a deed of trust securing the repayment of a senior loan pursuant to that certain Priority
and Subordination Agreement dated of even date herewith and signed by the Grantor and County
(“Priority Agreement”), (ii) covenants recorded against the Property as described in the Priority
Agreement and, if applicable (ii) such other encumbrances reasonably approved by the County in writing.
Grantor has assigned its interest in the Loan, the Partnership Note and the Deed of Trust to the County as
security for its obligations hereunder and under the County Covenant and Contract.
7. Acceleration and Other Remedies. If elected by County pursuant to the following
sentence, the entire balance due under this County Note shall be paid to County upon the earlier of any of
the following (each, a "Default"): (i) the uncured default of Grantor under the this County Note or the
Contract, after the expiration of applicable notice and cure periods (ii) an uncured default under the
Covenant, after the expiration of applicable notice and cure periods; or (iii) the sale, lease or other transfer
or conveyance of all or any part of the Project, or any interest therein (individually or collectively a
"Transfer"), without the prior written consent of County. Upon the occurrence and during the continuance
of a Default, County may, at County's option, declare the outstanding principal amount of this County
Note, together with the then accrued and unpaid interest thereon and other charges hereunder, due and
payable immediately. All costs of collection, including, but not limited to, reasonable attorneys' fees and
all expenses incurred in connection with enforcing this County Note, may be added to the principal
hereunder, and shall accrue interest as provided herein. Any delay or omission on the part of County in
exercising any right hereunder, under the Contract or the Covenant shall not operate as a waiver of such
right, or of any other right. The acceptance of payment of any sum payable hereunder, or part thereof,
after the due date of such payment shall not be a waiver of County's right to either require prompt
payment when due of all other sums payable hereunder. In addition, upon any Default, the County Grant
and all outstanding amounts due under this County Note shall accrue interest at the default rate of ten
percent (10%) per annum (based on a 360-day year and charged on the basis of the actual number of days
elapsed) ("Alternate Rate").
8. Successors and Assigns. Whenever "County" is referred to in this Note, such reference
shall be deemed to include County, and its successors and assigns, including, without limitation, any
subsequent assignee or holder of this County Note. All covenants, provisions and agreements by or on
behalf of Grantor, and on behalf of any makers, endorsers, guarantors and sureties hereof which are
contained herein shall inure to the benefit of County's successors and assigns. County may, at its option,
assign its right to receive payment under this County Note without necessity of obtaining the consent of
Grantor. Whenever "Grantor" is referred to in this County Note, such reference shall be deemed to
include HopeSource, a Washington nonprofit corporation, and its approved successors and assigns,
including, without limitation, any approved subsequent assignee or obligor of this County Note, if such
approval is given by the County in writing. In no event shall Grantor assign or transfer any portion of this
Note without the prior express written consent of County.
9. Costs of Enforcement. Grantor agrees to pay upon demand all reasonable costs and
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expenses, including attorneys' fees, expert witness fees, and costs of suit (including appeals), incurred by
County to enforce the terms hereof. In addition to the foregoing award of attorneys' fees, County shall be
entitled to its reasonable attorneys' fees incurred in any post-judgment proceedings to enforce any
judgment in connection with this County Note. This provision is separate and several and shall survive
the merger of this provision into any judgment.
10. Miscellaneous. If this County Note is now, or hereafter shall be, signed by more than
one party or person, it shall be the joint and several obligation of such parties or persons (including,
without limitation. all makers, endorsers, guarantors and sureties), and shall be binding upon such parties
and upon their respective successors and assigns. This County Note shall be governed by and construed
under the laws of the State of Washington. Grantor irrevocably and unconditionally submits to the
jurisdiction of the Superior Court of the State of Washington for Kittitas County in connection with any
legal action or proceeding arising out of or relating to this County Note. Grantor also waives any
objection regarding personal or in rem jurisdiction or venue to the extent such action is filed in the above-
referenced court. In the event of a conflict between the provisions of this County Note and the Contract,
this County Note shall control with respect to the subject matter hereof.
11. Non-Recourse Obligation. In the event of any Default under the terms of the Contract,
Covenant or this County Note, the sole recourse of County for any such Default shall be the exercise of its
rights under the Partnership Note and Deed of Trust. The Project and Grantor and its partners and
Affiliates shall not be personally liable for the payment of any obligations; provided, however, that the
foregoing shall not in any way affect any rights County may have hereunder, or any right of County to
recover or collect funds, damages or costs (including without limitation reasonable attorneys' fees and
costs) incurred by County as a result of fraud, intentional misrepresentation or bad faith waste, and/or any
costs and expenses incurred by County in connection therewith (including without limitation reasonable
attorneys’ fees and costs).
12. Notice and Cure Periods. Prior to exercising its remedies hereunder or under the Grant,
Contract or Covenant, the County shall first give Grantor, the Partnership and Wincopin Circle LLLP, a
Maryland limited liability limited partnership (together with its successors and assigns, the “Limited
Partner”), notice and opportunity to cure prior to exercising any rights thereunder.
In the event of a monetary default, Grantor shall have a period of ten (10) days after such notice is
given within which to cure the default prior to exercise of remedies by the County.
In the event of a non-monetary default, the County shall give Grantor written notice of such
default. If the default is reasonably capable of being cured within thirty (30) days, or such longer period
of time as may be specified by the County at its sole discretion, then Grantor shall cure such default
within thirty (30) days or such longer period of time specified by the County. If the default is such that it
is not reasonably capable of being cured within thirty (30) days or such longer period if so specified, and
if Grantor (a) initiates corrective action within said period, and (b) diligently, continually, and in good
faith works to effect a cure as soon as possible, then Grantor shall have such additional time as is
reasonably necessary to cure the default prior to the exercise of any remedies by the County.
All notices to Grantor shall be sent to:
HopeSource
606 West 3rd Avenue
Ellensburg, WA 98926
Attention: Chief Executive Officer
4
All notices to the Partnership shall be sent to:
Teanaway Court Associates LLLP
c/o HopeSource
606 West 3rd Avenue
Ellensburg, WA 98926
Attention: Chief Executive Officer
and
c/o SRI-Blueridge Pacific, LLC
2223 112th Avenue NE, Suite 102
Bellevue, Washington 98004
Attention: Chris Eisenzimmer
All notices to Limited Partner shall be sent to:
Wincopin Circle LLLP
c/o Enterprise Community Asset Management, Inc.
11000 Broken Land Parkway, Suite 700
Columbia, Maryland 21044
Telephone: (410) 964-0552
Attention: Asset Management
With a copy to:
Email: legal@enterprisecommunity.org
Attn: Chief Legal Officer
With a copy to:
Jessica Weston, Esq.
Gallagher LLP
218 North Charles Street, Suite 400
Baltimore, Maryland 21201
Telephone: (410) 727-7702
13. Permitted Transfers. The withdrawal, removal, and/or replacement of the General
Partner of the Partnership pursuant to the terms of the Partnership’s First Amended and Restated
Agreement of Limited Partnership dated as of the date hereof (the “Partnership Agreement”) shall not
constitute a default under this County Note, the Contract, Grant or Covenant, nor shall it require the
consent of the County, and any such actions shall not accelerate the maturity of this County Note. The
transfer or assignment of a limited partner interest in the Partnership, or interests in the Limited Partner,
shall not constitute a default under this County Note, the Contract, Grant or Covenant, nor require the
consent of the County.
14. Casualty, Condemnation, Etc. In the event of any fire or other casualty to the project or
eminent domain proceedings resulting in condemnation of the project or any part thereof, Grantor shall have
the right to rebuild the Project, and to use all available insurance or condemnation proceeds therefor, provided
that (a) such proceeds are sufficient to keep this County Note in balance and rebuild the project in a manner
that provides adequate security to the County for repayment of this County Note or if such proceeds are
insufficient, then Grantor shall have funded any deficiency; (b) County shall have the right to approve plans
and specifications for any major rebuilding and the right to approve disbursements of insurance or
5
condemnation proceeds for rebuilding under a construction escrow or similar arrangement; and (c) no
material default then exists under this County Note. If the casualty or condemnation affects only part of the
Project and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial
repayment of this County Note in a manner that provides adequate security to the County for repayment of
the remaining balance of this County Note.
15. Subordination. The indebtedness evidenced by this Note is and shall be subordinate in
right of payment to the prior payment in full of all amounts then due and payable (including, but not
limited to, all amounts due and payable by virtue of any default or acceleration or upon maturity) with
respect to the indebtedness evidenced by the Note (as defined by that certain Multifamily Deed of Trust,
Assignment of Rents, Security Agreement and Fixture Filing by the Borrower in favor of Citibank,
N.A.), in the original maximum principal amount not to exceed $9,000,000 executed by Borrower and
payable to Citibank, N.A. (“Senior Lender”), to the extent and in the manner provided in that certain
Priority and Subordination Agreement, dated as of [_____, 2026] (the “Subordination Agreement”). The
rights and remedies of the payee and each subsequent holder of this Note shall be deemed, by virtue of
such holder’s acquisition of this Note, to have agreed to perform and observe all of the terms, covenants
and conditions to be performed or observed by the “Junior Lender” under the Subordination
Agreement.”
[Signature Page Follows]
Signature Page – County Note (HopeSource – Teanaway Court)
NOTICE: ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND
CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT, ARE NOT
ENFORCEABLE UNDER WASHINGTON LAW.
IN WITNESS WHEREOF, Grantor has caused this County Note to be executed as of the date
first set forth above.
GRANTOR:
HOPESOURCE,
a Washington nonprofit corporation
By:_________________________
Name: Susan K. Grindle
Title: Chief Executive Officer
When Recorded Return to:
Kittitas County
Board of County Commissioners
205 W 5th Ave, Suite 108
Ellensburg, WA 98926
AFFORDABLE HOUSING COVENANT
(TEANAWAY COURT)
Grantors:
TEANAWAY COURT ASSOCIATES LLLP
Grantee: KITTITAS COUNTY
Abbrev. Legal Descr.:
Ptn Lots 2, 3 & 4 Blk 2, Ptn Lots 1, 2, 3, 4, 8 & 9 Blk 3, Lots 1, 2, 3, 4 & 5
Blk 5 and Lots 1, 2, 3, 4, 5, 6, 7 & 8 Blk 4 BALMER'S ADDITION TO THE
CITY OF CLE ELUM, Bk 2, Pg 44, TOGW ptns of vacated streets and alleys
in City of Cle Elum Ord. No. 709
Official legal description on Exhibit A attached
Assessor’s Tax Parcel No: ______________
Reference Numbers: N/A
Affordable Housing Covenant – Teanaway Court (Kittitas County) Page 1
AFFORDABLE HOUSING COVENANT
(TEANAWAY COURT)
This Affordable Housing Covenant (“Covenant”) is made as of [________] 2026 by Teanaway
Court Associates LLLP, a Washington limited liability limited partnership (“Grantor”) and for the benefit
of Kittitas County, a political subdivision of the State of Washington (“County”), and is part of the
consideration for the financial assistance provided by County.
WHEREAS the County and Grantor desire that decent, safe and sanitary housing for low-income
households be provided in the multifamily rental complex, consisting of 41 units initially to be known as
Teanaway Court (the “Project”) located on the real property legally described on Exhibit A hereto (the
“Property”). The Grantor holds a fee estate in the Property.
WHEREAS, the County has committed, subject to certain terms and conditions, to make a grant
funded pursuant to RCW 36.22.250 to HopeSource, a Washington nonprofit corporation and general partner
of the Grantor (“Sponsor”), pursuant to that certain Homeless Housing Program Grant Agreement, Contract
HH-2021-001-HopeSource-CIP, dated July 15, 2021, as amended (the “Contract”). Sponsor of even date
hereof has reloaned the County grant funds to Grantor (the “Loan”), to finance a portion of the costs of the
Grantor’s development of the Property, and in partial consideration of the Loan the Grantor is willing to
commit to provide low-income housing on the Property as described below.
WHEREAS, the County is willing to permit the Sponsor to loan the proceeds of the Loan to the
Partnership in partial consideration of the recording of this Affordable Housing Covenant as an
encumbrance of the Property.
WHEREAS, this Covenant is filed and recorded in the official public land records of Kittitas
County, Washington and shall constitute a restriction upon the use of the Project, subject to and in
accordance with the terms of this Covenant until December 31 of the year in which the fortieth (40th)
anniversary of the date the Grantor first receives a certificate of occupancy for the Project occurs (the
“Affordability Period”).
WHERAS, the covenants contained herein are to be taken and construed as covenants running with
the land and shall pass to and be binding upon the Grantor, its successors and assigns, heirs, grantees, or
lessees of the Property, beginning on the date of initial residential occupancy after the construction of the
Project contemplated by the Contract. Each and every contract, deed, mortgage or other instrument covering
or conveying the Property, or any portion thereof, shall be conclusively held to have been executed,
delivered and accepted subject to such covenants, regardless of whether such covenants are set forth in such
contract, deed, mortgage or other instruments.
NOW THEREFORE, it is hereby covenanted during the Affordability Period as follows:
1. Grantor will cause this Covenant to be filed and recorded in the official public land records
of Kittitas County, Washington and shall constitute a restriction upon the use of the Property and is
construed as running with the land which shall pass to and be binding upon the Grantor, its successors and
assigns, heirs, grantees, or lessees of the Property. Each and every contract, deed or other instrument
covering or conveying the Property, or any portion thereof, shall be conclusively held to have been
executed, delivered and accepted subject to this Covenant for the Affordability Period, regardless of
whether the covenants herein are set forth in such contract, deed, or other instruments. This Covenant shall
be senior in priority to all monetary liens on the Property entered on or after the date hereof.
Affordable Housing Covenant – Teanaway Court (Kittitas County) Page 2
2. The Grantor shall develop, own, manage, and operate the Property as low-income multi-
family housing in accordance with the terms of this Covenant and the Contract on a continuous basis during
the Affordability Period. Except as specifically provided in this Section or the Contract, or otherwise
consented to by the County, the Property shall not be devoted to any use other than low-income housing as
described herein, together with common areas and support facilities for residents, without the express
written consent of the County, in its discretion..
3. Consistent with the requirements of RCW 36.22.250, upon completion of the construction
of the Project (i) five (5) of the residential units at the Project shall be rented to tenants who are “homeless”
at the time of initial occupancy as defined by the Department of Housing and Urban Development (“HUD”)
at 24 CFR 578.3; and (ii) one (1) of the five units set aside for tenants who are homeless shall also be
restricted to tenants with gross annual household incomes at the time of initial occupancy no higher than
fifty percent (50%) of area median income for Kittitas County, Washington adjusted for family size
(“AMI”) as estimated from time to time by HUD. If HUD ceases to provide such estimates of median
income, then median income shall mean such comparable figure for Kittitas County, Washington published
or reported by a federal, state, or local agency as the County shall select.
4. The five units set aside for tenants who are homeless at initial occupancy shall be filled
through the County-wide Coordinated Entry program managed by HopeSource or its successor program in
accordance with the Contract.
5. Grantor shall use the Project and the Property to provide safe and sanitary housing, and
shall comply with all applicable Federal, State, and local housing codes, licensing requirements, and other
requirements of the Contract regarding the condition and the operation of the Project and the Property.
6. Grantor shall keep any records and make any reports relating to compliance with this
Covenant that the County may reasonably require.
7. This Covenant has priority over the Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filings in favor of the County of even date herewith (the “Deed of Trust”), and shall
survive any payment, release, satisfaction or cancellation of the County Note or the Deed of Trust occurring
prior to the expiration of the Affordability Period. The covenants herein are independent of and in addition to
the covenants in the Deed of Trust between the Grantor and the County, any other covenants made for the
benefit of the County. This Section shall not prohibit any mortgages, deeds of trust, regulatory agreements and
covenants for the purposes of the future financing, nor prohibit any transfer upon foreclosure of a deed of trust
or mortgage approved by the County, or in lieu of foreclosure thereof, or any subsequent transfer, but any
transfer shall be subject to the terms of this Covenant.
8. DEFAULT: If a violation of any of the foregoing covenants occurs, the County may, after
thirty (30) days’ notice to Grantor, and if applicable, their successors and assigns, heirs, grantees, or lessees
of the Property, institute and prosecute any proceeding at law or in equity to abate, prevent, or enjoin any
such violation or to compel specific performance by the Grantor of its obligations hereunder; provided that
the Grantor shall not be required by any provision herein to evict a residential tenant. No delay in enforcing
the provisions hereof as to any breach or violation, shall impair, damage or waive the right of the County
to enforce the provisions hereof or to obtain relief against or recover for the continuation or repetition of
such breach or violations or any similar breach or violation hereof at any later time.
No waiver of any breach or violation shall be binding unless in writing signed by the
County and no waiver or delay in enforcing the provisions hereof as to any breach or violation shall impair,
damage or waive the right of the County to obtain relief against or recover for the continuation or repetition
of such breach or violation or any similar breach or violation thereof at any later time or times. The Grantor
Affordable Housing Covenant – Teanaway Court (Kittitas County) Page 3
hereby agrees to pay, indemnify and hold the County harmless from any and all costs, expenses and fees,
including all reasonable attorneys’ fees which may be incurred by the County in enforcing this Covenant
following any default on the part of the Grantor whether the same shall be enforced by suit or otherwise,
provided, however that Grantor shall have no obligation to indemnify the County for or hold the County
harmless from any costs, expenses and fees arising from the County’s own negligence, fraud or willful
misconduct.
9. The provisions hereof shall not be amended or revised except by an instrument in writing
duly executed by the County and by the Grantor or its successor in title and duly recorded. This Covenant
shall not be terminated prior to the expiration of the stated term hereof except by instrument executed by
the County and duly recorded.
10. This Covenant shall be governed by the laws of the State of Washington. The Grantor, for
itself and its successors and assigns, consents to the jurisdiction of the courts of the State of Washington
and to venue of any proceedings hereunder in Kittitas County, Washington.
11. Time is of the essence of the Grantor’s obligations hereunder.
12. The invalidity of any clause, part or provision of this Covenant shall not affect the validity
of the remaining portions thereof.
13. This Covenant may be executed in one or more facsimile counterparts, each of which shall
be deemed the original, but which together shall constitute one and the same instrument.
[Signatures on following page.]
Affordable Housing Covenant – Teanaway Court (Kittitas County) Signature Page
IN WITNESS HEREOF, this Affordable Housing Covenant was executed as of the date set forth
above.
GRANTOR:
TEANAWAY COURT ASSOCIATES LLLP,
a Washington limited liability limited partnership
By: Teanaway Court Associates GP LLC,
a Washington limited liability company
Its: Managing General Partner
By: HopeSource,
a Washington nonprofit corporation
Its: Manager
By:
Susan K. Grindle, Chief Executive Officer
By: BRC Teanaway AGP LLC,
a Washington limited liability company
Its: Administrative General Partner
By: SRI-Blueridge Pacific, LLC,
a Delaware limited liability company
Its: Manager
By: Portsmouth I, LLC,
a North Carolina limited liability company
Its: Manager
By:
Chris Eisenzimmer, Manager
Affordable Housing Covenant – Teanaway Court (Kittitas County) Notary Page
STATE OF WASHINGTON )
) ss.
COUNTY OF KITTITAS )
I certify that I know or have satisfactory evidence that Susan K. Grindle is the person who appeared before
me and said person acknowledged that she signed this instrument, on oath stated that she was authorized to
execute the instrument and acknowledged it as the Chief Executive Officer of HopeSource, a Washington
nonprofit corporation, the Manager of Teanaway Court Associates GP LLC, a Washington limited liability
company, the Managing General Partner of Teanaway Court Associates LLLP, a Washington limited
liability limited partnership, to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.
Dated: _____________, 2026.
NOTARY PUBLIC for the State of Washington
My commission expires
(Use this space for notarial stamp/seal)
Affordable Housing Covenant – Teanaway Court (Kittitas County) Notary Page
STATE OF ______________ )
) ss.
COUNTY OF ____________ )
I certify that I know or have satisfactory evidence that Chris Eisenzimmer is the person who appeared before
me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to
execute the instrument and acknowledged it as the Manager of Portsmouth I, LLC, a North Carolina
limited liability company, the Manager of SRI-Blueridge Pacific, LLC, a Delaware limited liability
company, the Manager of BRC Teanaway AGP LLC, a Washington limited liability company, the
Administrative General Partner of Teanaway Court Associates LLLP, a Washington limited liability limited
partnership,
DATED: ______________________.
(Print Name)
My appointment expires:
Affordable Housing Covenant – Teanaway Court (Kittitas County) Signature and Notary Page
IN WITNESS HEREOF, this Affordable Housing Covenant was executed as of the date set forth
above.
COUNTY:
By:_______________________________
STATE OF WASHINGTON )
) ss.
COUNTY OF KITTITAS )
I certify that I know or have satisfactory evidence that is the person who
appeared before me and said person acknowledged that said person signed this instrument, on oath stated
that said person was authorized to execute the instrument and acknowledged it as the
of Kittitas County to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument..
DATED: ______________________.
(Print Name)
My appointment expires:
Affordable Housing Covenant – Teanaway Court (Kittitas County) Exhibit A
EXHIBIT A
LEGAL DESCRIPTION
The Land referred to herein below is situated in the County of Kittitas, State of Washington, and is
described as follows:
PARCEL 1:
LOTS 2, 3 AND 4, BLOCK 2, BALMER'S ADDITION TO THE CITY OF CLE ELUM, IN THE
COUNTY OF KITTITAS, STATE OF WASHINGTON, AS PER PLAT THEREOF RECORDED IN
BOOK 2 OF PLATS, PAGE 44, RECORDS OF SAID COUNTY;
EXCEPT THAT PORTION OF LOTS 2 AND 3 WHICH IS DESCRIBED AS FOLLOWS:
A TRACT OF LAND BOUNDED BY A LINE BEGINNING AT THE NORTHWEST CORNER OF
SAID LOT 2, AND RUNNING THENCE SOUTH 79°46' EAST, ALONG THE NORTH BOUNDARY
LINE OF SAID LOT 2, 120 FEET TO THE NORTHEAST CORNER THEREOF;
THENCE SOUTH 10°14' WEST, ALONG THE EAST BOUNDARY LINE OF SAID LOT 2, 47.5 FEET;
THENCE SOUTH 89°56' WEST, 122.0 FEET TO A POINT ON THE WEST BOUNDARY LINE OF
SAID LOT 3;
THENCE NORTH 10°14' EAST, ALONG THE WEST BOUNDARY LINE OF LOT 3 AND OF LOT 2,
69.2 FEET TO THE POINT OF BEGINNING;
TOGETHER WITH THOSE PORTIONS OF VACATED STREETS AND ALLEYS AS VACATED
PURSUANT TO CITY OF CLE ELUM ORDINANCE NO. 709, WHICH WOULD ATTACH BY
OPERATION OF LAW.
PARCEL 2:
LOTS 1, 2, 3, 4, 8 AND 9, BLOCK 3, ALL IN BALMER'S ADDITION TO THE CITY OF CLE ELUM,
IN THE COUNTY OF KITTITAS, STATE OF WASHINGTON, AS PER PLAT THEREOF RECORDED
IN BOOK 2 OF PLATS, PAGE 44, RECORDS OF SAID COUNTY;
EXCEPT:
1. THAT PORTION OF LOTS 1 AND 2, BLOCK 3, WHICH IS DESCRIBED AS FOLLOWS:
A TRACT OF LAND BOUNDED BY A LINE BEGINNING AT THE NORTHWEST CORNER OF
SAID LOT 1, AND RUNNING THENCE SOUTH 66°44' EAST, ALONG THE NORTH BOUNDARY
LINE OF SAID LOT 1, 111.0 FEET TO THE NORTHEAST CORNER THEREOF;
THENCE SOUTH 00°04' EAST, ALONG THE EAST BOUNDARY LINE OF SAID LOT 1, 36.7 FEET;
THENCE SOUTH 89°56' WEST, 115.7 FEET TO A POINT ON THE WEST BOUNDARY LINE OF
LOT 2;
THENCE NORTH 10°14' EAST, ALONG THE WEST BOUNDARY LINE OF LOT 2 AND OF LOT 1,
81.6 FEET TO THE POINT OF BEGINNING;
2. BEGINNING AT THE NORTHEAST CORNER OF LOT 1, BLOCK 3;
THENCE SOUTHERLY ALONG THE EAST BOUNDARY OF SAID LOT 1, 36.7 FEET, WHICH IS
THE TRUE POINT OF TRUE BEGINNING;
THENCE IN A GENERALLY SOUTHERLY DIRECTION ALONG THE EAST BOUNDARY OF SAID
Affordable Housing Covenant – Teanaway Court (Kittitas County) Exhibit A
BLOCK 3,185.0 FEET;
THENCE WESTERLY, 32.0 FEET ON A LINE PARALLEL WITH THE SOUTH BOUNDARY LINE
OF LOT 5,
SAID BLOCK 3;
THENCE NORTHERLY ON A LINE PARALLEL WITH THE EAST BOUNDARY LINE OF SAID
BLOCK 3 TO A POINT ON A LINE WHICH BEARS 89°56' WEST FROM THE TRUE POINT OF
BEGINNING;
THENCE NORTH 89°56' EAST TO THE TRUE POINT OF BEGINNING;
TOGETHER WITH THOSE PORTIONS OF VACATED STREETS AND ALLEYS AS VACATED
PURSUANT TO CITY OF CLE ELUM ORDINANCE NO. 709, WHICH WOULD ATTACH BY
OPERATION OF LAW;
AND TOGETHER WITH THAT 30 FOOT PORTION OF VACATED ROSE AVENUE LYING
WESTERLY OF LOTS 5, 6 AND 7, BLOCK 3, BALMER’S ADDITION TO THE CITY OF CLE ELUM,
IN THE COUNTY OF KITTITAS, STATE OF WASHINGTON, AS PER PLAT THEREOF RECORDED
IN BOOK 2 OF PLATS, PAGE 44, RECORDS OF SAID COUNTY.
PARCEL 3:
LOTS 1, 2, 3, 4, 5, 6, 7 AND 8, BLOCK 4, AND LOTS 1, 2, 3, 4 AND 5, BLOCK 5, ALL IN BALMER'S
ADDITION TO THE CITY OF CLE ELUM, IN THE COUNTY OF KITTITAS, STATE OF
WASHINGTON, AS PER PLAT THEREOF RECORDED IN BOOK 2 OF PLATS, PAGE 44, RECORDS
OF SAID COUNTY;
TOGETHER WITH THOSE PORTIONS OF VACATED STREETS AND ALLEYS AS VACATED
PURSUANT TO CITY OF CLE ELUM ORDINANCE NO. 709, WHICH WOULD ATTACH BY
OPERATION OF LAW.
WHEN RECORDED MAIL TO:
Kittitas County
Board of Commissioners
205 W 5th Ave, Suite 108
Ellensburg, WA 98926
COLLATERAL ASSIGNMENT OF DEED OF TRUST AND PROMISSORY NOTE
Grantor (Assignor): HOPESOURCE,
a Washington nonprofit corporation
Grantee (Lender): KITTITAS COUNTY,
a political subdivision of Washington State
Grantee (Trustee): FIRST AMERICAN TITLE INSURANCE COMPANY
Abbreviated Legal Description: Ptn Lots 2, 3 & 4 Blk 2, Ptn Lots 1, 2, 3, 4, 8 & 9 Blk 3, Lots 1, 2,
3, 4 & 5 Blk 5 and Lots 1, 2, 3, 4, 5, 6, 7 & 8 Blk 4 BALMER'S
ADDITION TO THE CITY OF CLE ELUM, Bk 2, Pg 44, TOGW
ptns of vacated streets and alleys in City of Cle Elum Ord. No. 709
Assessor’s Tax Parcel
ID Number:
_______________________________
Reference Number: _______________________________
THIS COLLATERAL ASSIGNMENT OF DEED OF TRUST AND PROMISSORY
NOTE (this “Assignment”), is entered into as of __________________, 2026, between
HOPESOURCE, a Washington nonprofit corporation (“Assignor”), and KITTITAS COUNTY, a
political subdivision of Washington State, whose address is 205 W 5th Ave, Suite 108, Ellensburg,
WA 98926 (“Assignee” or the “County”), in connection with an award in the amount of Seven
Hundred Fifty Thousand and 00/100 Dollars ($750,000) (the “County Funds”) made by Assignee
to Assignor under that certain Homeless Housing Program Grant Agreement, Contract HH-2021-
001-HopeSource-CIP, dated July 15, 2021, as amended by that certain Amendment No. 1 dated
November 21, 2023, that certain Amendment No. 2 dated November 5, 2024, that certain
Amendment No. 3 dated June 3, 2025, and that certain Amendment No. 4 dated April 21, 2026 (as
amended, the “County Agreement”). Assignor has loaned the proceeds of the County Funds (the
TEANAWAY COLLATERAL ASSIGNMENT (COUNTY FUNDS) 2
“Sponsor Loan”) to Teanaway Court Associates LLLP (“Partnership”) for the development of a
mixed-use affordable housing development in Cle Elum, Washington, to be known as Teanaway
Court (the “Project”).
Assignor is collaterally assigning the Note evidencing the Sponsor Loan, and the Deed of
Trust securing payment thereof, referenced below, to secure Assignor’s obligations to Assignee
under the County Agreement, the County Note executed by Assignor and made payable to the
County and the Affordable Housing Covenant recorded on or about the date hereof in the official
records of Kittitas County (the “County Documents”).
For value received, Assignor hereby collaterally assigns to Assignee all beneficial interest
under that certain Deed of Trust (Sponsor Loan – County Funds) dated as of the date hereof, executed
by the Partnership, as Grantor, naming Assignor as Beneficiary, and First American Title Insurance
Company as Trustee, recorded under Recording No. _______________________, in the records
of Kittitas County, Washington, concerning the real property described on Exhibit A hereto (the
“Deed of Trust”), together with the Loan Agreement (Sponsor Loan – County Funds) (“Loan
Agreement”) and Promissory Note (Sponsor Loan – County Funds) referenced therein (the “Note,”
and, together with the Loan Agreement and Deed of Trust, the “Sponsor Loan Documents”).
This Assignment shall be governed in all respects by the laws of the state of Washington,
shall inure to the benefit of the successors and assigns of Assignor and Assignee, and shall
terminate upon expiration of the term of the County Documents set forth therein.
[Signature Pages Follow]
TEANAWAY COLLATERAL ASSIGNMENT (COUNTY FUNDS) SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed this Collateral Assignment of
Deed of Trust and Promissory Note as of the date first written above.
ASSIGNOR:
HopeSource,
a Washington nonprofit corporation
By: __________________________
Susan Grindle, CEO
STATE OF WASHINGTON )
) ss.
COUNTY OF KITTITAS )
I certify that I know or have satisfactory evidence that Susan Grindle is the person who appeared
before me and said person acknowledged that he signed this instrument, on oath stated that she
was authorized to execute the instrument and acknowledged it as the Chief Executive Officer of
HopeSource, a Washington nonprofit corporation, to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
DATED: ______________________.
Print Name:
Residing at:
My appointment expires:
TEANAWAY COLLATERAL ASSIGNMENT (COUNTY FUNDS) SIGNATURE PAGE
The foregoing Collateral Assignment of Deed of Trust and Promissory Note is hereby
accepted by Assignee as of the date first written above.
ASSIGNEE:
KITTITAS COUNTY,
a political subdivision of Washington State
By: _________________________________
Name: _________________________________
Title: _________________________________
STATE OF WASHINGTON )
) ss.
COUNTY OF KITTITAS )
I certify that I know or have satisfactory evidence that ____________ is the person who appeared
before me and said person acknowledged that said person signed this instrument, on oath stated
that he/she was authorized to execute the instrument and acknowledged it as the ______________
of the KITTITAS COUNTY, a political subdivision of Washington State, to be the free and
voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED: ______________________.
Print Name:
Residing at:
My appointment expires:
TEANAWAY COLLATERAL ASSIGNMENT (COUNTY FUNDS)
Consent to Assignment
The undersigned hereby consents to the foregoing Collateral Assignment of Deed of
Trust and Promissory Note.
TEANAWAY COURT ASSOCIATES LLLP,
a Washington limited liability limited partnership
By: Teanaway Court Associates GP LLC,
a Washington limited liability company
Its: Managing General Partner
By: HopeSource,
a Washington nonprofit corporation
Its: Manager
By:
Susan K. Grindle, Chief Executive Officer
By: BRC Teanaway AGP LLC,
a Washington limited liability company
Its: Administrative General Partner
By: SRI-Blueridge Pacific, LLC,
a Delaware limited liability company
Its: Manager
By: Portsmouth I, LLC,
a North Carolina limited liability company
Its: Manager
By:
Chris Eisenzimmer, Manager
TEANAWAY COLLATERAL ASSIGNMENT (COUNTY FUNDS)
STATE OF WASHINGTON )
) ss.
COUNTY OF KITTITAS )
I certify that I know or have satisfactory evidence that Susan K. Grindle is the person who appeared
before me and said person acknowledged that she signed this instrument, on oath stated that she
was authorized to execute the instrument and acknowledged it as the Chief Executive Officer of
HopeSource, a Washington nonprofit corporation, the Manager of Teanaway Court Associates GP
LLC, a Washington limited liability company, the Managing General Partner of Teanaway Court
Associates LLLP, a Washington limited liability limited partnership, to be the free and voluntary
act of such party for the uses and purposes mentioned in the instrument.
Dated: _____________, 2026.
NOTARY PUBLIC for the State of Washington
My commission expires
(Use this space for notarial stamp/seal)
TEANAWAY COLLATERAL ASSIGNMENT (COUNTY FUNDS)
STATE OF ______________ )
) ss.
COUNTY OF ____________ )
I certify that I know or have satisfactory evidence that Chris Eisenzimmer is the person who
appeared before me and said person acknowledged that he signed this instrument, on oath stated
that he was authorized to execute the instrument and acknowledged it as the Manager of
Portsmouth I, LLC, a North Carolina limited liability company, the Manager of SRI-Blueridge
Pacific, LLC, a Delaware limited liability company, the Manager of BRC Teanaway AGP LLC, a
Washington limited liability company, the Administrative General Partner of Teanaway Court
Associates LLLP, a Washington limited liability limited partnership, to be the free and voluntary
act of such party for the uses and purposes mentioned in the instrument.
DATED: ______________________.
(Print Name)
My appointment expires:
TEANAWAY COLLATERAL ASSIGNMENT (COUNTY FUNDS)
EXHIBIT A
LEGAL DESCRIPTION
DEED OF TRUST PAGE 1
SPONSOR LOAN (COUNTY)
RECORDED AT THE REQUEST OF
AND AFTER RECORDING RETURN TO:
Teanaway Court Associates LLLP
c/o HopeSource
606 West 3rd Avenue
Ellensburg, WA 98926
Attention: Chief Executive Officer
DEED OF TRUST
(Sponsor Loan – County Funds)
Grantor (Borrower): TEANAWAY COURT ASSOCIATES LLLP ,
a Washington limited liability limited partnership
Grantee (Lender): HOPESOURCE,
a Washington nonprofit corporation
Grantee (Trustee): FIRST AMERICAN TITLE INSURANCE COMPANY
Abbreviated Legal
Description:
Ptn Lots 2, 3 & 4 Blk 2, Ptn Lots 1, 2, 3, 4, 8 & 9 Blk 3,
Lots 1, 2, 3, 4 & 5 Blk 5 and Lots 1, 2, 3, 4, 5, 6, 7 & 8
Blk 4 BALMER'S ADDITION TO THE CITY OF CLE
ELUM, Bk 2, Pg 44, TOGW ptns of vacated streets and
alleys in City of Cle Elum Ord. No. 709
(Full Legal Description on Exhibit A)
Assessor’s Tax Parcel
ID Number:
[________________]
THIS DEED OF TRUST (“Deed of Trust”), is made as of _____________, 2026, by
TEANAWAY COURT ASSOCIATES LLLP, a Washington limited liability limited
partnership, the mailing address of which is c/o HopeSource, 606 West 3 rd Avenue, Ellensburg,
WA 98926 (“Grantor”), in favor of FIRST AMERICAN TITLE INSURANCE COMPANY,
DEED OF TRUST PAGE 2
SPONSOR LOAN (COUNTY)
the address of which is 920 Fifth Avenue, Suite 1200, Seattle, Washington, 98104, and its
successors in trust and assigns (“Trustee”), and HOPESOURCE, a Washington nonprofit
corporation, the mailing address of which is 606 West 3 rd Avenue, Ellensburg, WA 98926
(“Beneficiary”).
1. Grant. Grantor hereby bargains, sells and conveys to Trustee in trust for the benefit
of Beneficiary, with power of sale, the real property located in Kittitas County, Washington
described on Exhibit A attached hereto and incorporated herein by reference (the “Property”),
together with all tenements, privileges, reversions, remainders, irrigation and water rights and stock,
oil and gas rights, royalties, minerals and mineral rights, hereditaments and appurtenances belonging,
or in any way pertaining to, the Property, and the rents issues and profits thereof. Said Property is
not used principally, or at all, for agricultural or farming purposes.
2. Obligations Secured. This deed is given for the purpose of securing payment in the
amount of Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) according to the terms
of a Promissory Note (Sponsor Loan – County Funds) (the “Note”) and the Loan Agreement
(Sponsor Loan – County Funds) (“Loan Agreement”) each of even date herewith, payable by
Grantor to the Beneficiary including all renewals, modifications and extensions thereof.
3. Lien Priority. This Deed of Trust shall be in a subordinate lien priority position
against the Property. Beneficiary consents to the refinancing of any loan with a higher lien priority
than this Deed of Trust, and Beneficiary agrees to subordinate this Deed of Trust to any such
refinanced loan.
4. Protection of Security. To protect the security of this Deed of Trust, Grantor
covenants and agrees:
4.1. To keep the Property in good condition and repair; to permit no waste thereof;
to complete any building, structure or improvement thereon which may be damaged or destroyed;
and to comply with all laws, ordinances, conditions and restrictions affecting the Property.
4.2. To pay before delinquent all lawful taxes and assessments upon the
Property; and to keep the Property free and clear of all other charges, liens or encumbrances
impairing the security of this Deed of Trust.
4.3. To keep all buildings now or hereafter on the Property continuously insured
against loss by fire or other hazards in an amount not less than the replacement cost of the Property.
4.4. To defend any action or proceeding purporting to affect the security hereof
or the rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including
reasonable costs of title search and attorneys’ fees in a reasonable amount, in any such proceeding
and in any suit brought by Beneficiary to foreclose this Deed of Trust.
DEED OF TRUST PAGE 3
SPONSOR LOAN (COUNTY)
4.5. To pay all costs, fees and expenses in connection with this Deed of Trust,
including the expenses of the Trustee incurred in enforcing the obligation secured hereby and
Trustee's and attorneys’ fees actually incurred, as provided by statute.
4.6. Should Grantor fail to pay when due any taxes, assessments, insurance
premiums, liens, encumbrances or other charges against the Property, Beneficiary may pay the same,
and the amount so paid shall be added to and become a part of the debt secured by this Deed of Trust.
5. General Conditions. The parties hereto agree that:
5.1. In the event any portion of the Property is taken or damaged in an eminent
domain proceeding, subject to the rights of senior lien holders, Grantor shall have the right to apply
the entire amount of the award to restore and rebuild the Property, provided that (a) such proceeds
are sufficient to keep the Note in balance and rebuild the project in a manner that provides adequate
security to Beneficiary for repayment of the Note or if such proceeds are insufficient, then Grantor
shall have funded any deficiency; (b) Beneficiary shall have the right to approve plans and
specifications for any major rebuilding and the right to approve disbursements of insurance or
condemnation proceeds for rebuilding under a construction escrow or similar arrangement; and (c)
no material default then exists under the Note or this Deed of Trust. If the casualty or condemnation
affects only part of the project and total rebuilding is infeasible, then proceeds may be used for partial
rebuilding and partial repayment of the Note in a manner that provides adequate security to
Beneficiary for repayment of the remaining balance of the Note. If Grantor elects not to rebuild, the
entire amount of the award or such portion as may be necessary to fully satisfy this obligation secured
hereby, shall be paid to Beneficiary to be applied to said obligation.
5.2. By accepting payment of any sum secured hereby after its due date,
Beneficiary does not waive its right to require prompt payment when due of all other sums so secured
or to declare default for failure to so pay.
5.3. The Trustee shall reconvey all or any part of the Property covered by this
Deed of Trust to the person entitled thereto on written request of the Grantor and the Beneficiary,
or upon satisfaction of the obligations secured hereby and written request for reconveyance made
by the Beneficiary or the person entitled thereto substantially in the form of Exhibit B attached
hereto.
5.4. Power of Sale. Pursuant to Chapter 61.24 of the Revised Code of
Washington, upon default by Grantor under the Note without timely cure, and after written notice
of thirty (30) days, in the payment of any indebtedness secured hereby or in the performance of
any agreement contained herein, all sums secured hereby shall immediately become due and
payable. In such event and upon written notice of Beneficiary, the property shall be sold, in
accordance with the Deed of Trust Act of the State of Washington, by public auction to the highest
bidder. Any person may bid at the Trustee's sale. Subject to the rights of the beneficiary or
beneficiaries of any senior deed of trust, the proceeds of the sale shall be applied as follows: (1) to
DEED OF TRUST PAGE 4
SPONSOR LOAN (COUNTY)
the expense of the sale, including a reasonable Trustee's fee and attorney's fee; (2) to the obligation
secured by this Deed of Trust; (3) the surplus, if any, shall be distributed to the person or persons
entitled thereto. However, notwithstanding the foregoing, prior to taking any actions under this
Section 5.4 or Section 5.6 hereunder, Beneficiary shall give notice to the following party:
Wincopin Circle LLLP
c/o Enterprise Community Asset Management, Inc.
11000 Broken Land Parkway, Suite 700
Columbia, Maryland 21044
Telephone: (410) 964-0552
Attention: Asset Management
With a copy to:
Email: legal@enterprisecommunity.org
Attn: Chief Legal Officer
With a copy to:
Jessica Weston, Esq.
Gallagher LLP
218 North Charles Street, Suite 400
Baltimore, Maryland 21201
Telephone: (410) 727-7702
Beneficiary shall additionally provide such party an opportunity to cure pursuant to Section 7 of
the Note.
5.5. A Trustee shall deliver to the purchaser at the sale its deed, without warranty,
which shall convey to the purchaser the interest in the Property, which Grantor had or had the
power to convey at the time of the execution of this Deed of Trust, and such as Grantor may have
acquired thereafter. Trustee's deed shall recite the facts showing that the sale was conducted in
compliance with all the requirements of law and of this Deed of Trust, which recital shall be prima
facie evidence of such compliance and conclusive evidence thereof in favor of a bona fide
purchaser for value.
5.6. The power of sale conferred by this Deed of Trust and by the Deed of Trust
Act of the State of Washington is not an exclusive remedy; Beneficiary may cause this Deed of Trust
to be foreclosed as a mortgage.
5.7. Beneficiary may at any time appoint or discharge the Trustee.
5.8. This Deed of Trust applies to, inures to the benefit of, and binds all parties
hereto and their successors and assigns. The terms “Grantor,” “Trustee,” and “Beneficiary” include
their respective successors and assigns.
DEED OF TRUST PAGE 5
SPONSOR LOAN (COUNTY)
5.9 The withdrawal, removal, and/or replacement of a general partner of
Grantor, pursuant to the terms of the First Amended and Restated Agreement of Limited
Partnership of Grantor (the “Partnership Agreement”) shall not constitute a default under this
Deed of Trust or the Note, nor require the consent of Beneficiary. In addition, any transfer or
assignment of any of the limited partner interest in Grantor, or any transfer or assignment of
interests in the Limited Partner (as defined in the Note), shall not constitute a default under this
Deed of Trust or the Note, nor require the consent of Beneficiary.
6. Standstill. Beneficiary will not commence (A) until the earlier of (i) the
expiration of the Compliance Period (as such term is defined in the Partnership Agreement), or (ii)
the date the Limited Partner is no longer a partner in the Grantor, or (B) while the Tax-Exempt Loan
is outstanding (as such term is defined in the Partnership Agreement): (i) foreclosure proceedings
with respect to the Property hereunder or under the Note, or exercise any other rights or remedies it
may have hereunder or under the Note, including, but not limited to, accelerating the Note, collecting
rents, appointing (or seeking the appointment of) a receiver or exercising any other rights or remedies
thereunder; or (ii) join with any other creditor in commencing any bankruptcy reorganization,
arrangement, insolvency or liquidation proceedings with respect to the Grantor.
7. Subordination. Beneficiary acknowledges and agrees that the repayment of
the Indebtedness is subordinate to payment in full of the "Deferred Development Fee" as such term
is defined in the Partnership Agreement of Borrower and to the payment in full of the Tax-Exempt
Loan.
8. Non-Recourse Obligation. Payment and performance of the obligations set
forth herein and under the Note shall be non-recourse to the Grantor and the Grantor’s partners, and
the Beneficiary’s sole recourse with respect to the Note shall be the right to foreclose under this Deed
of Trust.
9. Loan Sale or Assignment. Beneficiary agrees that it shall not assign or
transfer the Note (or any interest therein) to any third party without the prior written consent of the
Grantor.
10. Terms used herein and not otherwise defined shall have the meanings given
in the Loan Agreement.
PLEASE BE ADVISED THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO
LOAN MONEY, EXTEND CREDIT, OR FORBEAR FROM ENFORCING REPAYMENT
OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
[Signatures on following pages]
DEED OF TRUST SIGNATURE PAGE
SPONSOR LOAN (COUNTY)
IN WITNESS HEREOF, the undersigned have executed this Deed of Trust as of the day and
year first written above.
Grantor:
TEANAWAY COURT ASSOCIATES LLLP,
a Washington limited liability limited partnership
By: Teanaway Court Associates GP LLC,
a Washington limited liability company
Its: Managing General Partner
By: HopeSource,
a Washington nonprofit corporation
Its: Manager
By:
Susan K. Grindle, Chief Executive Officer
By: BRC Teanaway AGP LLC,
a Washington limited liability company
Its: Administrative General Partner
By: SRI-Blueridge Pacific, LLC,
a Delaware limited liability company
Its: Manager
By: Portsmouth I, LLC,
a North Carolina limited liability company
Its: Manager
By:
Chris Eisenzimmer, Manager
DEED OF TRUST SIGNATURE PAGE
SPONSOR LOAN (COUNTY)
STATE OF WASHINGTON )
) ss.
COUNTY OF KITTITAS )
I certify that I know or have satisfactory evidence that Susan K. Grindle is the person who appeared
before me and said person acknowledged that she signed this instrument, on oath stated that she
was authorized to execute the instrument and acknowledged it as the Chief Executive Officer of
HopeSource, a Washington nonprofit corporation, the Manager of Teanaway Court Associates GP
LLC, a Washington limited liability company, the Managing General Partner of Teanaway Court
Associates LLLP, a Washington limited liability limited partnership, to be the free and voluntary
act of such party for the uses and purposes mentioned in the instrument.
DATED: ______________________, 2026.
(Print Name)
My appointment expires:
DEED OF TRUST SIGNATURE PAGE
SPONSOR LOAN (COUNTY)
STATE OF ______________ )
) ss.
COUNTY OF ____________ )
I certify that I know or have satisfactory evidence that Chris Eisenzimmer is the person who appeared before
me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to
execute the instrument and acknowledged it as the Manager of Portsmouth I, LLC, a North Carolina
limited liability company, the Manager of SRI-Blueridge Pacific, LLC, a Delaware limited liability
company, the Manager of BRC Teanaway AGP LLC, a Washington limited liability company, the
Administrative General Partner of Teanaway Court Associates LLLP, a Washington limited liability limited
partnership, to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
DATED: ______________________, 2026.
(Print Name)
My appointment expires:
DEED OF TRUST SIGNATURE PAGE
SPONSOR LOAN (COUNTY)
BENEFICIARY:
HOPESOURCE,
a Washington nonprofit corporation
By: ________________________________
Susan K. Grindle, Chief Executive Officer
STATE OF WASHINGTON )
) ss.
COUNTY OF KITTITAS )
I certify that I know or have satisfactory evidence that Susan K. Grindle is the person who appeared
before me and said person acknowledged that she signed this instrument, on oath stated that she
was authorized to execute the instrument and acknowledged it as the Chief Executive Officer of
HopeSource, a Washington nonprofit corporation, to be the free and voluntary act such party for
the uses and purposes mentioned in the instrument.
DATED: ______________________.
(Print Name)
My appointment expires:
DEED OF TRUST EXHIBIT A
SPONSOR LOAN (COUNTY)
EXHIBIT A
LEGAL DESCRIPTION
[_______________]
DEED OF TRUST EXHIBIT B
SPONSOR LOAN (COUNTY)
EXHIBIT B
REQUEST FOR FULL RECONVEYANCE
TO BE USED ONLY WHEN ALL OBLIGATIONS HAVE BEEN PAID AND ALL
DUTIES PERFORMED UNDER THIS DEED OF TRUST.
TO: TRUSTEE
The obligations thus secured have been fully paid, the duties performed and satisfied, and you are
hereby requested and directed, on payment to you of any sums owing to you under the terms of
said Deed of Trust, including contingent interest, to cancel evidence of indebtedness secured by
said Deed of Trust delivered to you with said Deed of Trust, and to reconvey, without warranty,
to the parties designated by the terms of said Deed of Trust, all the estate now held by you
hereunder.
_____________________________________
Dated
_____________________________________
Name
_____________________________________
Title
PROMISSORY NOTE PAGE 1
SPONSOR LOAN (COUNTY FUNDS)
PROMISSORY NOTE
(Sponsor Loan – County Funds)
$750,000 (U.S.) Cle Elum, Washington
_________, 2026
FOR VALUE RECEIVED, the undersigned (“Maker”) promises to pay to the order of
HopeSource, a Washington nonprofit corporation, at its offices at 606 West 3rd Avenue, Ellensburg,
Washington 98926, or at such other place as the holder of this Promissory Note (hereinafter,
“Holder”) may from time to time designate in writing, the sum of Seven Hundred Fifty Thousand
and No/100 Dollars ($750,000.00), or so much thereof as has been advanced, in lawful money of the
United States, with interest thereon from the date of this Promissory Note (hereinafter, this “Note”)
until paid at the rate set forth below. Interest for each full calendar month during the term of this Note
shall be calculated on the basis of a 360-day year and twelve 30-day months. Interest for any partial
calendar month at the beginning or end of the term of this Note shall be calculated on the basis of a
365 or 366-day year and the actual number of days in that month.
1. Interest Rate. The interest rate hereunder (the “Note Rate”) shall be zero percent
(0%) compounding annually.
2. Payments. Payments hereunder shall be made solely from distributions of Cash
Flow or Capital Proceeds in accordance with Section 8.02 and Exhibit A-4 to the First Amended
and Restated Agreement of Limited Partnership of Maker dated as of the date hereof (the
“Partnership Agreement”) in accordance with the terms of the Partnership Agreement. In addition,
the aggregate amount of such payments shall not exceed 75% of then available Surplus Cash in
accordance with the terms of the Priority and Subordination Agreement. Notwithstanding any other
provisions of this Note, the full balance of this Note shall be due and payable in all events on or
before December 31, 2081 (the “Maturity Date”).
3. Maturity. Unless sooner repaid by Maker, the entire unpaid principal balance of this
Note, plus any accrued but unpaid interest, and all other amounts owing shall be due and payable in
full on the Maturity Date.
4. Application of Payments. Payments shall be applied: (i) first, to the payment of
accrued interest; (ii) second, at the option of Holder, to the payment of any other amounts owing under
this Note or secured by the Deed of Trust (as defined below), other than accrued interest and principal,
including, but not limited to advances Holder may have made for taxes, assessments, insurance
premiums, attorneys’ fees or other charges on any property given as security for this Note and late
charges due hereunder; and (iii) third, to the reduction of principal of this Note.
5. Late Charge. If any amount payable hereunder is paid more than fifteen (15) days
after the due date thereof, Maker promises to pay a late charge of one percent (1%) of the delinquent
amount as liquidated damages for the extra expense in handling past due payments.
6. Security. This Note is secured by a Deed of Trust (the “Deed of Trust”) of even date
herewith and executed by Maker, encumbering Maker's interest in certain real property located in
PROMISSORY NOTE PAGE 2
SPONSOR LOAN (COUNTY FUNDS)
Kittitas County, Washington (the “Property”). The Holder hereby agrees to be bound by the terms
and provisions of the Deed of Trust.
7. Default; Remedies. If default is made in the payment of any amount payable
hereunder when due or in the keeping of any covenant of the Deed of Trust, then, at the option of
Holder, the entire indebtedness evidenced hereby shall become immediately due and payable,
provided that Holder shall first give Maker and Wincopin Circle LLLP, a Maryland limited liability
limited partnership (together with its successors and assigns, the “Limited Partner”), notice and
opportunity to cure in accordance with Sections 7(a) and 7(b) of this Note prior to exercising any
rights thereunder. Notwithstanding the foregoing, upon default, and without notice or demand, all
amounts owed under this Note, including all accrued but unpaid interest, shall at the option of the
Holder thereafter bear interest at the rate of five percent (5%) per annum above the Note Rate (the
“Default Rate”) until such default is cured. Failure to exercise any option granted to Holder hereunder
shall not waive the right to exercise the same in the event of any subsequent default. Interest at the
Default Rate shall commence to accrue upon default under this Note, including the failure to pay this
Note at the Maturity Date.
(a) Monetary Default. If a monetary event of default occurs under the terms of this Note,
prior to exercising any remedies thereunder, Holder shall give Maker written notice of such default.
Maker shall have a period of ten (10) days after such notice is given within which to cure the default
prior to exercise of remedies by Holder under this Section 8, or such longer period of time as may be
specified by Holder at its sole discretion
(b) Non-Monetary Default. If a non-monetary event of default occurs under the terms of
this Note, prior to exercising any remedies hereunder, Holder shall give Maker written notice of such
default. If the default is reasonably capable of being cured within thirty (30) days, or such longer
period of time as may be specified by Holder at its sole discretion, then Maker shall cure such default
within thirty (30) days or such longer period of time specified by Holder. If the default is such that it
is not reasonably capable of being cured within thirty (30) days or such longer period if so specified,
and if Maker (a) initiates corrective action within said period, and (b) diligently, continually, and in
good faith works to effect a cure as soon as possible, then Maker shall have such additional time as is
reasonably necessary to cure the default prior to the exercise of any remedies by Holder.
8. Notice. All notices to Maker shall be sent to:
Teanaway Court Associates LLLP
c/o HopeSource
606 West 3rd Avenue
Ellensburg, WA 98926
Attention: Chief Executive Officer
and
c/o SRI-Blueridge Pacific, LLC
2223 112th Avenue NE, Suite 102
Bellevue, Washington 98004
Attention: Chris Eisenzimmer
PROMISSORY NOTE PAGE 3
SPONSOR LOAN (COUNTY FUNDS)
All notices to Limited Partner shall be sent to:
Wincopin Circle LLLP
c/o Enterprise Community Asset Management, Inc.
11000 Broken Land Parkway, Suite 700
Columbia, Maryland 21044
Telephone: (410) 964-0552
Attention: Asset Management
With a copy to:
Email: legal@enterprisecommunity.org
Attn: Chief Legal Officer
With a copy to:
Jessica Weston, Esq.
Gallagher LLP
218 North Charles Street, Suite 400
Baltimore, Maryland 21201
Telephone: (410) 727-7702
9. Attorneys’ Fees. In the event of any default under this Note, or in the event that any
dispute arises relating to the interpretation, enforcement or performance of this Note, the Holder shall
be entitled to collect from Maker on demand all fees and expenses incurred in connection therewith,
including, but not limited to, fees of attorneys, accountants, appraisers, environmental inspectors,
consultants, expert witnesses, arbitrators, mediators and court reporters. Without limiting the
generality of the foregoing, Maker shall pay all such costs and expenses incurred in connection with:
(a) arbitration or other alternative dispute resolution proceedings, trial court actions and appeals;
(b) bankruptcy or other insolvency proceedings of Maker, any guarantor or other party liable for any
of the obligations of this Note or any party having any interest in any security for any of those
obligations; (c) judicial or nonjudicial foreclosure on, or appointment of a receiver for, any property
securing this Note; (d) post-judgment collection proceedings; (e) all claims, counterclaims, cross-
claims and defenses asserted in any of the foregoing whether or not they arise out of or are related to
this Note or any security for this Note; (f) all preparation for any of the foregoing; and (g) all
settlement negotiations with respect to any of the foregoing.
10. Loan Sale or Assignment. Holder agrees that it shall not assign or transfer this Note
to any third party without the prior written consent of the Maker.
11. General Partner Changes. The withdrawal, removal, and/or replacement of the
General Partner of Maker pursuant to the terms of Maker’s First Amended and Restated Agreement
of Limited Partnership of Maker dated as of the date hereof (the “Partnership Agreement”) shall not
constitute a default under this Note or the Deed of Trust, nor shall it require the consent of Holder,
and any such actions shall not accelerate the maturity of this Note. The transfer or assignment of a
limited partner interest in the Maker, or interests in the Limited Partner, shall not constitute a default
under this Note or the Deed of Trust, nor require the consent of Holder.
PROMISSORY NOTE PAGE 4
SPONSOR LOAN (COUNTY FUNDS)
12. Casualty, Condemnation, Etc. In the event of any fire or other casualty to the project
or eminent domain proceedings resulting in condemnation of the project or any part thereof, Maker
shall have the right to rebuild the project, and to use all available insurance or condemnation proceeds
therefor, provided that (a) such proceeds are sufficient to keep this Note in balance and rebuild the
project in a manner that provides adequate security to Holder for repayment of this Note or if such
proceeds are insufficient, then Maker shall have funded any deficiency; (b) Holder shall have the right
to approve plans and specifications for any major rebuilding and the right to approve disbursements
of insurance or condemnation proceeds for rebuilding under a construction escrow or similar
arrangement; and (c) no material default then exists under this Note or the Deed of Trust. If the
casualty or condemnation affects only part of the project and total rebuilding is infeasible, then
proceeds may be used for partial rebuilding and partial repayment of this Note in a manner that
provides adequate security to Holder for repayment of the remaining balance of this Note.
13. Force Majeure. There shall be no default for construction or rehabilitation delays
beyond the reasonable control of Maker, provided that such delays do not exceed one hundred eighty
(180) days, or such longer period of time as may be specified in this Note or the Deed of Trust.
14. Purchase Rights. The exercise of the purchase option or right of first refusal
agreement described in the Partnership Agreement shall not constitute a default under this Note or the
Deed of Trust, or accelerate the maturity of this Note thereunder. Any requisite consent of Holder to
(a) the exercise of said purchase option or right of first refusal agreement by the prospective purchaser
identified therein; and to (b) the assumption without penalty of Note obligations by the prospective
purchaser and the release of Maker from such obligations, shall not be unreasonably withheld.
Subject to any such consent requirement, the exercise of rights under such agreement shall not
constitute a default or accelerate maturity of this Note.
15. Standstill. Notwithstanding anything to the contrary set forth in this Note, Holder will
not commence (A) until the earlier of (i) the expiration of the Compliance Period (as such term is
defined in the Partnership Agreement), or (ii) the date the Limited Partner is no longer a partner in
the Maker, or (B) while the Tax-Exempt Loan (as such terms is defined in the Partnership
Agreement) is outstanding: (i) foreclosure proceedings with respect to the Property hereunder or
under the Deed of Trust, or exercise any other rights or remedies it may have hereunder or under the
Deed of Trust, including, but not limited to, accelerating this Note, collecting rents, appointing (or
seeking the appointment of) a receiver or exercising any other rights or remedies hereunder; or (ii)
join with any other creditor in commencing any bankruptcy reorganization, arrangement, insolvency
or liquidation proceedings with respect to the Maker.
16. Non-Recourse Obligation. This Note shall be a nonrecourse obligation of Maker.
At no time shall Maker or any of Maker’s partner(s) have any liability under this Note or the Deed of
Trust. Holder’s sole recourse shall be limited to foreclosure under the Deed of Trust.
17. Miscellaneous.
(a) Every person or entity liable at any time for the payment of the indebtedness
evidenced hereby waives presentment for payment, demand and notice of nonpayment of this Note.
Every such person or entity further hereby consents to any extension of the time of payment hereof
or other modification of the terms of payment of this Note, the release of all or any part of the security
PROMISSORY NOTE PAGE 5
SPONSOR LOAN (COUNTY FUNDS)
hereof or the release of any party liable for the payment of the indebtedness evidenced hereby at any
time and from time to time at the request of anyone now or hereafter liable therefor. Any such
extension or release may be made without notice to any of such persons or entities and without
discharging their liability.
(b) The headings to the various sections have been inserted for convenience of
reference only and do not define, limit, modify or expand the express provisions of this Note.
(c) Time is of the essence under this Note and in the performance of every term,
covenant and obligation contained herein.
(d) This Note is made with reference to and is to be construed in accordance with
the laws of the State of Washington.
(e) Terms used herein and not otherwise defined shall have the meanings given
in the Loan Agreement by and between Maker and Holder of even date herewith.
[Signature Page Follows]
PROMISSORY NOTE SIGNATURE PAGE
SPONSOR LOAN (COUNTY FUNDS)
Signature Page to Promissory Note
DATED as of the day and year first written above.
TEANAWAY COURT ASSOCIATES LLLP,
a Washington limited liability limited partnership
By: Teanaway Court Associates GP LLC,
a Washington limited liability company
Its: Managing General Partner
By: HopeSource,
a Washington nonprofit corporation
Its: Manager
By:
Susan K. Grindle, Chief Executive Officer
By: BRC Teanaway AGP LLC,
a Washington limited liability company
Its: Administrative General Partner
By: SRI-Blueridge Pacific, LLC,
a Delaware limited liability company
Its: Manager
By: Portsmouth I, LLC,
a North Carolina limited liability company
Its: Manager
By:
Chris Eisenzimmer, Manager
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND
CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT
ENFORCEABLE UNDER WASHINGTON LAW.
RECORDED AT THE REQUEST OF
AND AFTER RECORDING RETURN TO:
Citibank, N.A.
Transaction and Asset Management Group/Post Closing
Citi Community Capital
8800 Hidden River Parkway
Tampa, Florida 33610
Deal ID No. 50016889
PRIORITY AND SUBORDINATION AGREEMENT
(Teanaway Court)
Grantors: 1. WASHINGTON STATE HOUSING FINANCE COMMISSION
2. CITIBANK, N.A.
3. WASHINGTON STATE DEPARTMENT OF COMMERCE
4. KITTITAS COUNTY
5. TEANAWAY COURT ASSOCIATES LLLP
6. HOPESOURCE
7. BRC TEANAWAY AGP LLC
8. TEANAWAY COURT ASSOCIATES GP LLC
Grantees: 1. WASHINGTON STATE HOUSING FINANCE COMMISSION
2. CITIBANK, N.A.
3. WASHINGTON STATE DEPARTMENT OF COMMERCE
4. KITTITAS COUNTY
5. TEANAWAY COURT ASSOCIATES LLLP
6. HOPESOURCE
7. BRC TEANAWAY AGP LLC
8. TEANAWAY COURT ASSOCIATES GP LLC
Abbreviated
Legal
Description:
Ptn Lots 2, 3 & 4 Blk 2, Ptn Lots 1, 2, 3, 4, 8 & 9 Blk 3, Lots 1, 2, 3, 4 & 5
Blk 5 and Lots 1, 2, 3, 4, 5, 6, 7 & 8 Blk 4 BALMER'S ADDITION TO
THE CITY OF CLE ELUM, Bk 2, Pg 44, TOGW ptns of vacated streets
and alleys in City of Cle Elum Ord. No. 709
(Additional legal description on Exhibit A)
Assessor’s Tax
Parcel Numbers:
[_____________]
Reference
Numbers:
N/A
Priority and Subordination Agreement 1 Teanaway Court
PRIORITY AND SUBORDINATION AGREEMENT
(Teanaway Court)
This PRIORITY AND SUBORDINATION AGREEMENT (this “Agreement”) is
dated as of _________, 2026 by and among the following parties (collectively, the “Parties”):
TEANAWAY COURT ASSOCIATES LLLP, a Washington limited liability limited
partnership (the “Partnership”);
CITIBANK, N.A., a national banking association (“Citibank”);
HOPESOURCE, a Washington nonprofit corporation (the “Sponsor”);
WASHINGTON STATE DEPARTMENT OF COMMERCE, a state agency
(“Commerce”);
WASHINGTON STATE HOUSING FINANCE COMMISSION, a public body
corporate and politic and an instrumentality of the State of Washington (the “Commission”);
KITTITAS COUNTY, a political subdivision of Washington State (the “County”);
BRC TEANAWAY AGP LLC, a Washington limited liability company (the
“Administrative General Partner”); and
TEANAWAY COURT ASSOCIATES GP LLC, a Washington limited liability
company (the “Managing General Partner”).
The parties to this Agreement are referred to as the “Parties.” Each of the Commission,
Commerce, County, Citibank and Sponsor is referred to as a “Lender.” Commerce, County
and Sponsor are referred to collectively and individually as a “Subordinate Lender.”
Various parties providing loans, grants or other advances or contributions to assist in
the financing of the Project (as hereinafter defined) have required that the Partnership execute
and record against the Property certain instruments in the nature of covenants and agreements
restricting the leasing, operation and/or management of the Project (as hereinafter defined),
and/or deeds of trust and other financing instruments securing the performance of certain
monetary and other obligations.
RECITALS
A. Partnership’s Interest as Fee Owner. The Partnership is the owner of certain real
property located in the City of Cle Elum, Kittitas County, Washington, legally described on
Exhibit A hereto (together with all improvements now or hereafter thereon and all
appurtenances, the “Property”), which real property is to be developed using a combination of
public and private funds from various sources. Depending upon the context, the term “Project”
shall herein refer to (i) the construction on the Property of a 41-unit mixed-use multifamily
Priority and Subordination Agreement 2 Teanaway Court
project including an early learning facility, or (ii) the buildings and all related improvements so
constructed.
B. Commission’s Interest. The Partnership has obtained financing for the Project
through the use of Low Income Housing Tax Credits (“LIHTC”). In connection with the
LIHTC, the Partnership has executed a Regulatory Agreement (Extended Use Agreement) with
the Commission (the “Commission Extended Use Agreement”), to be recorded in Kittitas
County, Washington. In addition, as described in Paragraph C below, the Partnership has
obtained financing for the Project through the Borrower Loan (as defined herein). In connection
with the Borrower Loan, the Partnership has executed a Regulatory Agreement with the
Commission (the “Commission Bond Regulatory Agreement”), to be recorded in Kittitas
County, Washington.
C. Commission’s and Citibank’s Interest as a Tax Exempt Bond Loan Lender. The
Partnership has applied to the Commission to issue its revenue note designated as Multifamily
Revenue Note (Teanaway Court Apartments Project), Series 2026 and to use the proceeds
thereof to acquire a loan made to the Partnership by Citibank in a maximum principal amount
not to exceed $9,000,000 (the “Borrower Loan”). The Borrower Loan is evidenced by, among
other things, that certain Multifamily Note (Tax-Exempt), made by the Partnership payable to
the order of Citibank, as endorsed and assigned to the Commission, and secured by that certain
Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the
“Tax Exempt Bond Deed of Trust”) executed by the Partnership for the benefit of Citibank,
to be recorded in Kittitas County, Washington, and assigned to the Commission, and that certain
Borrower Loan Agreement by and among the Partnership, Commission, U.S. Bank Trust
Company, National Association, a national banking association, as fiscal agent (in such
capacity, the “Fiscal Agent”), and Citibank (the “Borrower Loan Agreement”). Each of the
foregoing documents shall be assigned by Commission to Citibank in its capacity as funding
lender (in such capacity, “Funding Lender”) to secure the Funding Loan (defined below). The
Partnership has further requested that Citibank enter into that certain Funding Loan Agreement
by and among Commission, Fiscal Agent, and Funding Lender, pursuant to which Citibank will
make a loan to Commission (the “Funding Loan”), the proceeds of which will be used to
acquire the Borrower Loan made to the Partnership pursuant to the Borrower Loan Agreement.
The Commission shall assign its interest in each of the documents evidencing the Borrower
Loan, other than certain reserved rights, to Funding Lender to secure the Funding Loan. The
Borrower Loan will be advanced to the Partnership pursuant to that certain Construction
Funding Agreement by and between the Partnership and Funding Lender. The Borrower Loan
and the Funding Loan shall be referred to herein collectively as the “Bond Loan.” All
documents identified in this paragraph, and any documents executed by the Partnership in
connection therewith, are collectively referred to as the “Bond Documents.”
D. Citibank’s Interest as Taxable Loan Lender. Citibank and the Partnership have
entered into a Construction Loan Agreement which sets forth the terms and conditions under which
Citibank has agreed make a loan to the Partnership in the amount of up to $14,450,000 (the
“Taxable Loan”). The Taxable Loan is evidenced by, among other things, that certain
Multifamily Construction Note (Taxable) made by the Partnership payable to the order of
Priority and Subordination Agreement 3 Teanaway Court
Citibank, and secured by that certain Subordinate Multifamily Deed of Trust, Assignment of Rents,
Security Agreement and Fixture Filing (the “Taxable Deed of Trust”) recorded in Kittitas County,
Washington. All documents identified in this paragraph, and any documents executed by the
Partnership in connection therewith, are collectively referred to as the “Taxable Loan
Documents”.
E. Commerce’s Interests. Sponsor and Commerce have entered into a Capital
Funding Agreement (the “Commerce Contract”) which sets forth the terms and conditions
under which Commerce has agreed to lend Sponsor up to $12,630,020.00 (the “Commerce
Loan”). The Commerce Loan is evidenced by a Promissory Note (the “Commerce Note”),
made by Sponsor to the order of Commerce. The Commerce Contract and the Commerce Note
were assigned to the Partnership under an Assignment, Assumption and Consent Agreement
recorded concurrently herewith in Kittitas County, Washington (the “Commerce
Assignment”). The Commerce Contract is secured by a Deed of Trust for the benefit of
Commerce, to be recorded in Kittitas County, Washington (the “Commerce Deed of Trust”).
Commerce has entered into that certain Low Income Housing Covenant Agreement granted by the
Partnership for the benefit of Commerce to be recorded in Kittitas County, Washington (the
“Commerce Regulatory Agreement”). All documents identified in this paragraph, and any
documents executed by the Partnership in connection therewith, as the same may be amended
from time to time, subject to the restrictions set forth in Section 5(b) below, are collectively
referred to as the “Commerce Loan Documents”, provided, however, for the avoidance of
doubt, as it pertains to statements of priority or subordination in this Agreement, the Commerce
Regulatory Agreement shall not be considered part of the “Commerce Loan Documents”, the
intent being that the Commerce Regulatory Agreement shall have third (3rd) priority as provided
below.
F. Sponsor’s and General Partners’ Interest.
a. Sponsor’s Interest as CPF Sponsor Loan Lender. The Sponsor has made a loan
to the Partnership in the amount of $2,030,000 (the “CPF Sponsor Loan”).
The CPF Sponsor Loan is evidenced by a Promissory Note (Sponsor Loan -
CPF) (the “CPF Sponsor Note”), made by the Partnership to the order of the
Sponsor. The Partnership's obligation to repay the CPF Sponsor Note is
secured by a Deed of Trust (Sponsor Loan - CPF) for the benefit of Sponsor,
to be recorded in Kittitas County, Washington (the “CPF Sponsor Deed of
Trust”). All documents identified in this subparagraph, and any documents
executed by the Partnership in connection therewith, as the same may be
amended from time to time, subject to the restrictions set forth in Section 5(b)
below, are collectively referred to as the “CPF Sponsor Loan Documents”.
b. Sponsor’s Interest as County Funds Sponsor Loan Lender. The Sponsor has
made a loan to the Partnership in the amount of $750,000 (the “County Funds
Sponsor Loan”). The County Funds Sponsor Loan is evidenced by a
Promissory Note (Sponsor Loan - County Funds) (the “County Funds
Sponsor Note”), made by the Partnership to the order of the Sponsor. The
Priority and Subordination Agreement 4 Teanaway Court
Partnership's obligation to repay the County Funds Sponsor Note is secured by
a Deed of Trust (Sponsor Loan - County Funds) for the benefit of Sponsor, to
be recorded in Kittitas County, Washington (the “County Funds Sponsor
Deed of Trust”). All documents identified in this subparagraph, and any
documents executed by the Partnership in connection therewith, as the same
may be amended from time to time, subject to the restrictions set forth in
Section 5(b) below, are collectively referred to as the “County Funds
Sponsor Loan Documents”.
c. Sponsor’s and General Partners’ Interest as Optionee. Pursuant to the
Partnership’s First Amended and Restated Agreement of Limited Liability
Limited Partnership (the “Partnership Agreement”), the Sponsor has an
unrecorded right of first refusal and the Managing General Partner and the
Administrative General Partner have an unrecorded option with respect to the
Project (together with any other rights of Sponsor and/or the General Partners
to acquire the limited partner’s interest, under the Partnership Agreement or
otherwise, the “Option”). The Option is not recorded.
G. County’s Interest. In connection with the Project, the County provided an award
to the Sponsor in the amount of $750,000 (the “County Award”) pursuant to that certain
Homeless Housing Program Grant Agreement, Contract HH-2021-001-HopeSource-CIP, dated
July 15, 2021, as amended by that certain Amendment No. 1 dated November 21, 2023, that
certain Amendment No. 2 dated November 5, 2024, that certain Amendment No. 3 dated June
3, 2025, and that certain Amendment No. 4 dated April 21, 2026 (as amended, assigned,
restated, supplemented or otherwise modified from time to time, the “County Agreement”).
The County Award is evidenced by that certain Kittitas County Note made by the Sponsor in
favor of the County (the “County Note”). In connection with the County Award, the Partnership
also executed that certain Affordable Housing Covenant in favor of the County dated on or
about the date hereof to be recorded in Kittitas County, Washington (as amended, assigned,
restated, supplemented or otherwise modified from time to time, the “County Covenant”). As
security for the Sponsor’s obligations under the County Note, the County, Partnership, and
Sponsor have entered into that certain Collateral Assignment of Deed of Trust and Promissory
Note, dated on or about the date hereof to be recorded in Kittitas County, Washington (as
amended, assigned, restated, supplemented or otherwise modified from time to time, the
“County Assignment”), whereby Sponsor has collaterally assigned the Sponsor’s interest in the
County Funds Sponsor Loan Documents to the County. All documents identified in this
paragraph, and any documents executed by the Partnership or Sponsor in connection therewith,
as the same may be amended from time to time, subject to the restrictions set forth in Section
5(b) below, are collectively referred to as the “County Loan Documents”, provided, however,
for the avoidance of doubt, as it pertains to statements of priority or subordination in this
Agreement, the County Covenant shall not be considered part of the “County Loan
Documents”, the intent being that the County Covenant shall have fourth (4th) priority as
provided below.
The Parties desire to provide herein for the relative priority of the various covenants,
Priority and Subordination Agreement 5 Teanaway Court
deeds of trust, and other instruments to be recorded in connection with the Project, and to
undertake certain covenants with respect to the subordination of the priority of their interests
under recorded instruments in their favor to certain other instruments which may be put of
record hereafter, as more particularly provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements and undertakings
herein contained, the Parties agree as follows:
1. DEFINITIONS. The following terms, when used in this Agreement (including, as
appropriate, when used in the above recitals), shall have the following meanings:
“Bankruptcy Proceeding” means any bankruptcy, reorganization, insolvency,
composition, restructuring, dissolution, liquidation, receivership, assignment for the benefit of
creditors, or custodianship action or proceeding under any federal or state law with respect to
the Partnership, any guarantor of any of the Senior Indebtedness, any of their respective
properties, or any of their respective partners, members, officers, directors, or shareholders.
“Casualty” means the occurrence of damage to or loss of any of the Property by fire
or other casualty.
“Condemnation” means any action or proceeding or notice relating to any proposed or
actual condemnation or other taking, or conveyance in lieu thereof, of all or any part of the
Property, whether direct or indirect.
“Deeds of Trust” means, collectively, the Tax Exempt Bond Deed of Trust, the Taxable
Deed of Trust, the Commerce Deed of Trust, the County Funds Sponsor Deed of Trust and the
CPF Sponsor Deed of Trust.
“Enforcement Action” means any of the following actions taken by or at the direction
of a Subordinate Lender: the acceleration of all or any part of the Subordinate Indebtedness, the
advertising of or commencement of any foreclosure or trustee’s sale proceedings with respect
to all or a portion of the Property, the exercise of any power of sale, the acceptance of a deed
or assignment in lieu of foreclosure or sale with respect to all or a portion of the Property, the
collecting of Rents, the obtaining of or seeking of the appointment of a receiver for all or a
portion of the Property, the seeking of default interest on the Subordinate Indebtedness, the
taking of possession or control of any of all or a portion of the Property, the commencement of
any suit or other legal, administrative, or arbitration proceeding based upon a Subordinate Note
or any other of the Subordinate Loan Documents, the exercising of any banker’s lien or rights
of set-off or recoupment with respect to the Subordinate Indebtedness, or the exercise of any
other remedy under the Subordinate Loan Documents against the Partnership, any other party
liable for any of the Subordinate Indebtedness or obligated under any of the Subordinate Loan
Documents, or all or a portion of the Property, but does not include any actions against Sponsor
with respect to any real property owned by Sponsor other than the Property, nor does it include
Priority and Subordination Agreement 6 Teanaway Court
any administrative action by the Subordinate Lender with respect to the eligibility or status of
Partnership, Sponsor or any affiliate with regard to any applications for any further contracts,
funding or assistance.
“Enforcement Action Notice” means a written notice from a Subordinate Lender to
the Senior Lender, given following a Subordinate Loan Default, setting forth in reasonable
detail the Subordinate Loan Default and the Enforcement Action proposed to be taken by such
Subordinate Lender.
“Impositions” means the obligations of Partnership to pay premiums required in
respect of coverage against loss by fire and allied perils, general boiler and machinery coverage,
rent loss and extra expense insurance or other insurance as shall be required by a Lender, taxes,
assessments, vault rentals and other charges, if any, whether general, special or otherwise,
including all assessments for schools, public betterments and general or local improvements,
which are levied, assessed or imposed by any public authority or quasi-public authority, and
which, if not paid, will become a lien on the Property, water and sewer charges (that could
become a lien on the Property), ground rents, if any, assessments or other charges (that could
become a lien on the Property).
“Leases” means all present and future leases, subleases, licenses, concessions or grants
or other possessory interests now or hereafter in force, whether oral or written, covering or
affecting the Property, or any portion of the Property (including proprietary leases or occupancy
agreements if Partnership is a cooperative housing corporation), and all modifications,
extensions or renewals.
“Loan” means each of the Bond Loan, the Taxable Loan, the Commerce Loan, the
County Loan, the County Funds Sponsor Loan and the CPF Sponsor Loan.
“Loan Documents” shall mean each of the Bond Documents, the Taxable Loan
Documents, the Commerce Loan Documents, the County Loan Documents, the CPF Sponsor
Loan Documents and the County Funds Sponsor Loan Documents.
“Loss Proceeds” means all monies received or to be received under any insurance
policy, from any condemning authority, or from any other source, as a result of any
Condemnation or Casualty.
“Partnership” means all persons or entities identified as “Partnership” in the first
paragraph of this Agreement, together with their successors and assigns, and any other person
or entity who acquires title to the Property after the date of this Agreement.
“Rents” means all rents (whether from residential or non-residential space), revenues
and other income of the Property, parking fees, laundry and vending machine income and fees
and charges for food, health care and other services provided at the Property, whether now due,
past due, or to become due, and deposits forfeited by tenants.
Priority and Subordination Agreement 7 Teanaway Court
“Restoration” means the restoration and repair of the Property following a Casualty or
Condemnation as nearly as practicable to the equivalent of its condition immediately prior to
the Casualty or Condemnation event or, with the consent of all Lenders and grantees of
Restrictive Covenants, to a different use.
“Restrictive Covenants” means the Commission Bond Regulatory Agreement, the
Commission Extended Use Agreement, County Covenant and the Commerce Regulatory
Agreement.
“Senior Deed of Trust” means the Tax Exempt Bond Deed of Trust and the Taxable
Deed of Trust.
“Senior Indebtedness” means the principal of, interest on, all other amounts due under,
and any reimbursement obligations owing at any time under or in respect of, any Senior Loan
Document, including prepayment/substitution premiums, late charges, default interest, and
advances to protect the security of Senior Loan Documents.
“Senior Lender” means the beneficiary of the Senior Deed of Trust as of the date hereof
and any other person or entity who subsequently becomes the beneficiary of such Senior Deed
of Trust, in each case in its capacity as such beneficiary.
“Senior Loan Documents” means the promissory note, reimbursement agreement or
other evidence of the Senior Indebtedness referred to in the Senior Deed of Trust and any
replacement thereof and all other documents at any time evidencing, securing, guaranteeing, or
otherwise delivered in connection with any Senior Indebtedness, as the same may be amended
from time to time.
“Senior Loan Default” means any act, failure to act, event, condition, or occurrence
that constitutes, or that with the giving of notice or the passage of time, or both, would
constitute, an “Event of Default” as defined in the Senior Loan Documents.
“Subordinate Deed of Trust” means the Commerce Deed of Trust, the CPF Sponsor
Deed of Trust and the County Funds Sponsor Deed of Trust.
“Subordinate Indebtedness” means all sums evidenced or secured or guaranteed by,
or otherwise due and payable to a Subordinate Lender pursuant to, the Subordinate Loan
Documents.
“Subordinate Lender” means the beneficiary of a Subordinate Deed of Trust as of the
date hereof and any other person or entity who subsequently becomes the beneficiary of such
Subordinate Deed of Trust, in each case in its capacity as such beneficiary.
“Subordinate Loan Default” means any act, failure to act, event, condition, or
occurrence that allows, or would allow (but for any contrary provision of this Agreement), a
Subordinate Lender to take an Enforcement Action.
Priority and Subordination Agreement 8 Teanaway Court
“Subordinate Loan Documents” means the promissory note, loan agreement,
reimbursement agreement or other evidence of the Subordinate Indebtedness referred to in a
Subordinate Deed of Trust and any replacement thereof and all other documents at any time
evidencing, securing, guaranteeing, or otherwise delivered in connection with any Subordinate
Indebtedness, as the same may be amended from time to time, but not including the Restrictive
Covenants.
“Subordinate Note” means each promissory note or other evidence of the Subordinate
Indebtedness referred to in any Subordinate Deed of Trust and any replacement thereof.
“Surplus Cash” means, with respect to any period, any revenues of Partnership
remaining after paying, or setting aside funds for paying, all of the following:
All sums due or currently required to be paid under the Senior Loan
Documents, including any imposition or reserve deposits required
thereunder.
All deposits to any replacement reserve, completion/repair reserve or
other reserve or escrow required by the Senior Loan Documents that are
due or currently payable.
All reasonable operating expenses of the Property, including real estate
taxes, insurance premiums, utilities, building maintenance, painting and
repairs, management fees, payroll, administrative expenses, legal
expenses and audit expenses (excluding any developer fees payable with
respect to the Property).
2. PRIORITIES. Regardless of the time each Party’s interest in or lien on the Property
was or shall be created or recorded, such interests and liens have and shall have the following
priorities:
(a) Priority of Restrictive Covenants.
(i) The Restrictive Covenants shall each take priority over all, and
shall not be subject or subordinate to any, of the Deeds of Trust. As among each
other, the Restrictive Covenants shall have the following priority:
(1) Commission Extended Use Agreement;
(2) Commission Bond Regulatory Agreement;
(3) Commerce Regulatory Agreement; and
(4) County Covenant.
(ii) Survival. It is acknowledged and agreed by the Parties that
each of the Restrictive Covenants, subject to their respective provisions and
Section 6(h) hereof, shall survive foreclosure of any of the Deeds of Trust.
Priority and Subordination Agreement 9 Teanaway Court
Subject to their respective provisions and Section 6(h) hereof, the Restrictive
Covenants shall be binding upon any person acquiring the Property by means of
foreclosure or deed in lieu thereof, or who shall succeed to an interest in the
Property so acquired, in each case for so long as such person shall retain an
interest in the Property. Notwithstanding anything to the contrary in the
foregoing, the Commission Extended Use Agreement shall terminate upon
foreclosure in accordance with Section 10.3.1 of the Commission Extended Use
Agreement.
(iii) Amendment. Without the prior written consent of the Senior
Lender (in each case, so long as such Senior Deed of Trust encumbers the
Property), the Commission, the County and Commerce shall not amend, modify,
extend, renew or replace any provision of any of the Restrictive Covenants,
except for releases made pursuant to Section 6 below.
(iv) Restrictive Covenants Apply Simultaneously. The Parties
acknowledge that, notwithstanding the priority of the Restrictive Covenants
established in Section 2(a)(i) above, the Restrictive Covenants apply
simultaneously and that the grantors thereunder are obligated to comply with
each of them regardless of their relative priority or order of recording.
(b) Priority of Mortgage Liens. The Deeds of Trust, in each case for so
long as such instrument remains a lien of record on the Property, or any part thereof shall rank
in the following lien priority (with “1st” being the most senior):
(1) Tax Exempt Bond Deed of Trust;
(2) Taxable Deed of Trust;
(3) Commerce Deed of Trust and Commerce Assignment;
(4) County Funds Sponsor Loan Deed of Trust and County
Assignment; and
(5) CPF Sponsor Deed of Trust.
(c) Priority of Option. The Option shall at all times be subject and
subordinate and shall rank below the Restrictive Covenants and Deeds of Trust.
For purposes of this Section, the lien or interest with “lesser priority” is the one with the
higher numerical designation, so that, for example, “fourth priority” is a “lesser priority” than
“third priority.”
Any Uniform Commercial Code financing statement or fixture filing recorded or filed
in connection with any deed of trust or any loan referenced in this Agreement shall have the
same relative priority or subordination as the deed of trust and loan to which such financing
statement or fixture filing relates.
Priority and Subordination Agreement 10 Teanaway Court
The Parties agree that the Lenders do not have any obligation to each other to advance
funds or to see to the application of their respective loan proceeds and that any application of
such proceeds contrary to the terms of any loan documents shall not defeat the subordinations
granted herein in whole or in part.
The Parties agree that except for such obligations as the Partnership may have to other
Parties hereto pursuant to agreements with such Parties (i) the Parties do not have any
obligations to each other to advance funds or to see to the application of their respective loan
proceeds, (ii) any application of such proceeds contrary to the terms of any loan documents
shall not defeat the subordinations granted herein in whole or in part, and (iii) nothing contained
in this Agreement shall impair the right of any Party to pursue any right or remedy available to
it in any of the agreements, covenants, regulatory agreements, deeds of trust or options
referenced herein.
Notwithstanding any other provisions of this Agreement, the priorities established
hereunder shall not apply to nor affect the security position of any security agreement or pledge
of cash accounts or other property to which only one Party hereto has been granted a security
interest.
3. SUBORDINATION OF SUBORDINATE INDEBTEDNESS.
a. The Subordinate Indebtedness is and shall at all times continue to be subject and
subordinate in right of payment to the prior payment in full of the Senior Indebtedness.
b. Until receipt of notice of a Senior Loan Default, the Subordinate Lender shall be
entitled to collect and retain for its own account all payments made on account of the principal
of and interest on its Subordinate Indebtedness in accordance with the requirements of its
Subordinate Loan Documents; provided no such payment is made more than ten (10) days in
advance of the due date thereof and provided further that the aggregate amount of such
payments does not exceed 75% of then available Surplus Cash. However, immediately upon
Subordinate Lender’s receipt of notice of a Senior Loan Default, Subordinate Lender will not
accept any payments on account of its Subordinate Indebtedness without the consent of the
Senior Lender unless and until the Subordinate Lender receives notice from the Senior Lender
that the Senior Loan Default has been cured or waived, and the provisions of Section 3(c) of
this Agreement shall apply; provided that if and when the Subordinate Lender has the right to
pursue an Enforcement Action under Section 6 below, the Subordinate Lender may receive and
retain any proceeds from a foreclosure sale or trustee’s sale pursuant to the Subordinate Deed
of Trust, and upon any foreclosure sale or trustee’s sale pursuant to the Senior Deed of Trust,
the Subordinate Lender shall have such right to make a claim for excess proceeds, if any, as
provided by applicable law and consistent with Section 2 hereof, and to receive and retain any
such proceeds as may be allowed by a court of competent jurisdiction. In addition, if the Senior
Lender has given notice of a Senior Loan Default and one year thereafter the Senior Lender has
not accelerated the Senior Indebtedness owing and has not commenced legal action based on
the Senior Loan Default, then so long as the Subordinate Lender has not received notice that
Priority and Subordination Agreement 11 Teanaway Court
amounts secured by the Senior Deed of Trust are past due, the Subordinate Lender may receive
and retain regularly scheduled payments on the Subordinate Indebtedness to the same extent as
if there had been no notice of Senior Loan Default. The Subordinate Lender acknowledges that
a Subordinate Loan Default may constitute a Senior Loan Default.
c. If (i) the Subordinate Lender receives any payment, property, or asset of any
kind or in any form on account of its Subordinate Indebtedness (including, without limitation,
any proceeds from any Enforcement Action) contrary to the terms of subsection (b) of this
Section 3, or (ii) the Subordinate Lender receives, voluntarily or involuntarily, by operation of
law or otherwise, any payment, property, or asset in or in connection with any Bankruptcy
Proceeding contrary to subsection (b) of this Section 3, such payment, property, or asset will be
received and held in trust for the Senior Lender to the extent permitted by applicable law. The
Subordinate Lender will promptly remit in kind, and properly endorse as necessary, all such
payments, properties, and assets to the Senior Lender. The Senior Lender receiving the
payments, assets or property shall apply any payment, asset, or property so received from the
Subordinate Lender to its Senior Indebtedness in such order, amount (with respect to any asset
or property other than immediately available funds), and manner as the Senior Lender shall
determine in its sole and absolute discretion. Any other provision herein notwithstanding, the
obligation of the Subordinate Lender to make any payment pursuant to this Section shall be
limited to the amounts available for such payment under appropriations then in effect, if
applicable, and the obligation to deliver and convey any other assets or property shall be subject
to any restrictions under then applicable law. In case of any dispute or uncertainty as to the
identity of the Senior Lender or the holder of the rights thereof hereunder, the Subordinate
Lender may implead any such payment or delivery to the registry of a court of competent
jurisdiction in accordance with applicable law, and shall then be fully absolved of any further
responsibility therefor.
d. Without limiting the complete subordination of the Subordinate Indebtedness to
the payment in full of the Senior Indebtedness, in any Bankruptcy Proceeding, upon any
payment or distribution (whether in cash, property, securities, or otherwise) to creditors (i) the
Senior Indebtedness shall first be paid in full in cash (in the order and priority set forth in
Section 2(b)) before the Subordinate Lender shall be entitled to receive any payment or other
distribution on account of or in respect of the Subordinate Indebtedness, and (ii) until all of the
Senior Indebtedness is paid in full in cash, any payment or distribution to which the Subordinate
Lender would be entitled but for this Agreement (whether in cash, property, or other assets)
shall be made to the Senior Lender.
e. The subordination of the Subordinate Indebtedness shall continue in the event
that any payment under the Senior Loan Documents (whether by or on behalf of the Partnership,
as proceeds of security or enforcement of any right of set-off or otherwise) is for any reason
repaid or returned to the Partnership or its insolvent estate, or avoided, set aside or required to
be paid to the Partnership, a trustee, receiver or other similar party under any bankruptcy,
insolvency, receivership or similar law. In such event, the Senior Indebtedness or part thereof
originally intended to be satisfied shall be deemed to be reinstated and outstanding to the extent
of any repayment, return, or other action, as if such payment on account of the Senior
Priority and Subordination Agreement 12 Teanaway Court
Indebtedness had not been made, but if all of the Property shall have been reconveyed of record
from the lien of the Senior Deed of Trust, such reinstatement shall not impose liability for action
taken or omitted by any person without notice thereof.
f. In addition to the limitations set forth above, Subordinate Lender agrees that, in
the aggregate, the Subordinate Indebtedness will be payable solely from not more than 75% of
Surplus Cash while the Senior Indebtedness remains outstanding.
4. SUBORDINATION OF SUBORDINATE LOAN DOCUMENTS.
a. The Subordinate Deed of Trust and each of the other Subordinate Loan
Documents, as they affect the Property and the Partnership’s interest therein,
are, and shall at all times remain, subject and subordinate in all respects to the
Senior Deed of Trust and the other Senior Loan Documents, provided, that so
long as the Subordinate Deed of Trust encumbers the Property, the Subordinate
Lender shall retain the right to enforce its Subordinate Loan Documents except
as restricted by the terms of this Agreement.
b. The subordination of the Subordinate Loan Documents shall apply and continue
notwithstanding (i) the actual date and time of execution, delivery, recording,
filing or perfection of the Senior Deed of Trust and other Senior Loan
Documents and of any Subordinate Deed of Trust and other Subordinate Loan
Documents, (ii) the availability of any collateral to the Senior Lender, including
the availability of any collateral other than the Property.
c. All rights and claims of the Subordinate Lender under its Subordinate Loan
Documents in or to the Property or any portion thereof, the proceeds thereof, the
Leases thereof, the Rents, issues and profits therefrom, and the Loss Proceeds
payable with respect thereto, are expressly subject and subordinate in all respects
to the rights and claims of the Senior Lender under the Senior Loan Documents
in and to the Property or any portion thereof, the proceeds thereof, the Leases
thereof, the Rents, issues and profits therefrom, and the Loss Proceeds payable
with respect thereto.
d. If the Subordinate Lender, by indemnification, subrogation or otherwise, shall
acquire any lien, estate, right or other interest in any of the Property, that lien,
estate, right or other interest shall be fully subject and subordinate to the receipt
by the Senior Lender of payment in full of the Senior Indebtedness, and to the
Senior Loan Documents, to the same extent as the Subordinate Indebtedness and
the Subordinate Loan Documents are subordinate pursuant to this Agreement.
5. ADDITIONAL REPRESENTATIONS AND COVENANTS.
a. The Subordinate Lender represents and warrants, as to itself only and for the
benefit of Senior Lender, that, as of the date of this Agreement, (i) it is now the
Priority and Subordination Agreement 13 Teanaway Court
owner and holder of its Subordinate Loan Documents; (ii) its Subordinate Loan
Documents have not been modified or amended; (iii) the Subordinate Lender
has no actual knowledge of any material Subordinate Loan Default, and has not
given notice of, any Subordinate Loan Default, that has occurred under its
Subordinate Loan Documents; (iv) no scheduled monthly payments under its
Subordinate Note, if applicable, have been prepaid more than ten (10) days in
advance of their respective due dates; and (v) to the Subordinate Lender’s actual
knowledge, none of the rights of such Subordinate Lender under any of its
Subordinate Loan Documents are subject to the rights of any third parties, by
way of subrogation, indemnification or otherwise, except for matters of record
in the official public land records of Kittitas County, Washington, maintained
by the Kittitas County Auditor or in filings made under the Uniform Commercial
Code.
b. Without the prior written consent of the Senior Lender, the Subordinate Lender
shall not (i) amend, modify, renew or replace any provision of any of its
Subordinate Loan Documents in a manner that results in or requires any earlier
or greater payments thereunder or materially increases the obligations of
Partnership thereunder or creates any additional defaults under such Subordinate
Loan Documents; (ii) terminate any of its Subordinate Loan Documents, or (iii)
pledge, assign, transfer, convey, or sell any interest in its Subordinate
Indebtedness to any party that is not a governmental or quasi-governmental
authority; (iv) accept any payment on account of its Subordinate Indebtedness
other than a regularly scheduled payment of interest or principal and interest
made not earlier than ten (10) days prior to the due date thereof (and the
aggregate of which is not in excess of 75% of then available Surplus Cash) or as
expressly authorized in Sections 3 and 5(h); or (iv) take any action concerning
environmental matters affecting the Property.
c. The Subordinate Lender will deliver to Senior Lender a copy of each
Enforcement Action Notice delivered by that Subordinate Lender pursuant to
the Subordinate Loan Documents or in connection with the Subordinate
Indebtedness, simultaneously with Subordinate Lender’s delivery of such
Enforcement Action Notice. The Subordinate Lender shall not take action to
enforce its Subordinate Loan Documents against the Partnership or the Property
until it has delivered to the Senior Lender a copy of a notice declaring a
Subordinate Loan Default and stating its intent to take Enforcement Action, or
until the expiration, without cure of the applicable Subordinate Loan Default, of
the applicable cure period in Section 6 below. The Senior Lender shall deliver
to the Subordinate Lender in the manner required in Section 8(e) a copy of each
notice of a Senior Loan Default delivered by the Senior Lender. Neither giving
nor failing to give a notice to the Senior Lender or the Subordinate Lender
pursuant to this Section 5(c) shall affect the validity of any notice given by the
Priority and Subordination Agreement 14 Teanaway Court
Senior Lender or the Subordinate Lender to the Partnership, as between the
Partnership and such Senior Lender or Subordinate Lender.
d. Without the prior written consent of the Senior Lender in each instance, the
Subordinate Lender will not commence, or join with any other creditor in
commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy
Proceeding, the Subordinate Lender shall not vote affirmatively in favor of any
plan of reorganization or liquidation unless the Senior Lender has also voted
affirmatively in favor of such plan. In the event of any Bankruptcy Proceeding,
the Subordinate Lender shall not contest the continued accrual of interest on any
Senior Indebtedness, in accordance with and at the rates specified in the
respective Senior Loan Documents, both for periods before and for periods after
the commencement of such Bankruptcy Proceedings.
e. All requirements pertaining to insurance under the Subordinate Loan Documents
(including requirements relating to amounts and types of coverages, deductibles
and special endorsements) shall be deemed satisfied if the Partnership complies
with the insurance requirements of the Senior Lender under its Senior Loan
Documents, so long as those requirements result in the provision of at least the
extent of coverage and ratings of insurers with respect to periods as are set forth
in Senior Lender’s insurance requirements, each as provided to the Subordinate
Lender prior to the date hereof. All original policies of insurance required
pursuant to the Senior Loan Documents shall be held by the Senior Lender.
Nothing in this Section 5(e) shall preclude the Subordinate Lender from
requiring that it be named as a Lender and loss payee, as its interest may appear,
under all policies of property damage insurance maintained with respect to the
Property, provided such action does not affect the priority of payment of Loss
Proceeds, or that the Subordinate Lender be named as an additional insured
under all policies of liability insurance maintained with respect to the Property,
or that the Subordinate Lender be provided with such endorsements establishing
such Lender, loss payee and additional insured status and such rights to notices
and proof of coverage consistent with this subsection as it may require.
f. In the event of a Condemnation or a Casualty, the following provisions shall
apply:
i. subject to the proviso set forth in this subsection (f) below, the rights of
the Subordinate Lender (under its Subordinate Loan Documents or
otherwise in respect of its Subordinate Deed of Trust) to participate in
any proceeding or action relating to a Condemnation or a Casualty, or to
participate or join in any settlement of, or to adjust, any claims resulting
from a Condemnation or a Casualty, shall be and remain subordinate in
all respects to rights of the Senior Lender, under the Senior Loan
Documents with respect thereto, and the Subordinate Lender shall be
bound by any settlement or adjustment of a claim resulting from a
Priority and Subordination Agreement 15 Teanaway Court
Condemnation or a Casualty made by the Senior Lender, following the
consultation by the Senior Lender with the Subordinate Lender in
adjusting or settling any claim for which Loss Proceeds may reasonably
be expected to exceed $25,000;
ii. subject to the proviso set forth in this subsection (f) below, all Loss
Proceeds shall be applied either to payment of the costs and expenses of
Restoration or to payment on account of the Indebtedness secured by the
Deeds of Trust, as and in the manner determined by the Senior Lender,
in its sole discretion;
iii. subject to the proviso set forth in this subsection (f) below, in the event
the Senior Lender applies or releases Loss Proceeds for the purposes of
Restoration of the Property, the Subordinate Lender shall release for such
purpose all of its right, title and interest, if any, in and to such Loss
Proceeds; and
iv. subject to the proviso set forth in this subsection (f) below, if the Senior
Lender elects to apply Loss Proceeds to payment on account of its Senior
Indebtedness, and if the application of such Loss Proceeds results in the
payment in full of its entire Senior Indebtedness, any remaining Loss
Proceeds held by the Senior Lender shall be paid to the Subordinate
Lender (in the order of priority as set forth in Section 2(b)) unless another
party has asserted a claim to the remaining Loss Proceeds;
provided, however, that notwithstanding the foregoing, so long as any Subordinate
Deed of Trust, excluding the CPF Sponsor Deed of Trust and the County Funds
Sponsor Deed of Trust, remains in effect on any part of the Property, in the event
of a Condemnation or a Casualty, any Loss Proceeds shall be applied first to
Restoration, and any amounts secured by any Deed of Trust shall not be accelerated
as a result of such Condemnation or Casualty, unless:
i. at the time of the Condemnation or Casualty, there is an uncured or
uncurable Event of Default under a Senior Loan Document, and such
Event of Default is not waived by the Senior Lender;
ii. after consultation among the Lenders, the Senior Lender determines, in
its sole commercially reasonable discretion, that Restoration is not
feasible or that adequate funds are not available therefor, which
determination shall occur no later than fourteen (14) days after
consultation among the Lenders, provided that for purposes of satisfying
any condition regarding the sufficiency of funds for Restoration, a
commitment of additional loan funds from the Subordinate Lender on
terms reasonably acceptable to the Senior Lender, shall be deemed
equivalent to the deposit of such funds by Partnership;
Priority and Subordination Agreement 16 Teanaway Court
iii. after consultation among the Lenders, the Senior Lender determines, in
its sole commercially reasonable discretion, that the conditions for
permitting release of Loss Proceeds for Restoration set forth in its Senior
Loan Documents have not been met; or
iv. as of the date of Condemnation or Casualty less than one (1) year remains
before the maturity of the Senior Indebtedness;
provided that Restoration proceeds with reasonable dispatch once Loss Proceeds
are available.
Nothing contained in this Agreement shall be deemed to require the
Senior Lender to act for or on behalf of the Subordinate Lender in connection
with any Restoration or to hold or monitor any Loss Proceeds in trust for or
otherwise on behalf of the Subordinate Lender.
g. Subordinate Lender shall not cause the termination, through foreclosure or
otherwise, of any commercial Leases for laundry facilities, telephone or internet
access services and cable television services for tenants at the Property without
the express written consent of the Senior Lender.
h. Except as provided in this Section 5(h), and regardless of any contrary provision
in the Subordinate Loan Documents, Subordinate Lender shall not collect
payments for the purpose of escrowing for any cost or expense related to the
Property or for any portion of its Subordinate Indebtedness. However, if no
Lender holding a Deed of Trust with higher priority is collecting escrow
payments for one or more Impositions, the Subordinate Lender may collect
escrow payments for such Impositions; provided that all payments so collected
by the Subordinate Lender shall be held in trust by such Subordinate Lender to
be applied only to the payment of such Impositions.
i. Within ten (10) days after request by any Lender, the Subordinate Lender shall
furnish the Senior Lender, as applicable, with a statement setting forth the then-
current amount of its Subordinate Indebtedness, confirming that it has not given
notice of any existing default under its Subordinate Loan Documents (or
describing any existing default of which it has given such notice).
j. The Senior Lender may amend, waive, postpone, extend, renew, replace, reduce
or otherwise modify any provisions of its Senior Loan Documents without the
necessity of obtaining the consent of or providing notice to the Subordinate
Lender, and without affecting any of the provisions of this Agreement.
Notwithstanding the foregoing, the Senior Lender may not modify any provision
of any Senior Loan Document in a manner (i) that increases its Senior
Indebtedness, except for increases in the Senior Indebtedness that result from
advances made by the Senior Lender to protect the security or lien priority of
Priority and Subordination Agreement 17 Teanaway Court
the Senior Lender under its Senior Loan Documents or to cure defaults under
the Subordinate Loan Documents, or (ii) that impacts or conflicts with the
affordable housing requirements of another Lender’s Loan Documents.
6. DEFAULT UNDER LOAN DOCUMENTS.
a. For a period of ninety (90) days following delivery to the Senior Lender of an
Enforcement Action Notice, the Senior Lender shall have the right to cure any
Subordinate Loan Default, provided if such Subordinate Loan Default is a non-
monetary default that is capable of cure by the Senior Lender but is not capable
of being cured within such ninety (90) day period and the Senior Lender has
commenced and is diligently pursuing such cure to completion, the period for
cure shall be extended for such additional period of time, not to exceed one year,
as may be required to cure such Subordinate Loan Default or until such earlier
time, if any, as (i) the Senior Lender discontinues its pursuit of any cure and/or
(ii) the Senior Lender delivers to the Subordinate Lender the Senior Lender’s
written consent to an Enforcement Action. No Senior Lender shall have any
obligation whatsoever to cure any Subordinate Loan Default. No Senior Lender
shall be subrogated to the rights of the Subordinate Lender under the Subordinate
Loan Documents by reason of the Senior Lender having cured any Subordinate
Loan Default. However, the Subordinate Lender acknowledges that all amounts
advanced or expended by the Senior Lender in accordance with its Senior Loan
Documents to cure a Subordinate Loan Default shall be added to and become a
part of the Senior Indebtedness and shall be secured by the lien of the Senior Deed
of Trust.
b. The Senior Lender shall deliver to the Subordinate Lender a copy of any notice
sent by such Senior Lender to the Partnership of a Senior Loan Default within
five (5) business days of sending such notice to the Partnership. Failure of the
Senior Lender to send notice to the Subordinate Lender shall not prevent the
exercise of the Senior Lender’s rights and remedies under the Senior Loan
Documents. The Subordinate Lender shall have the right, but not the obligation,
to cure any monetary Senior Loan Default within thirty (30) days following the
date of such notice; provided, however, that the Senior Lender shall be entitled
during such 30-day period to continue to pursue its remedies under the Senior
Loan Documents. The Subordinate Lender may have up to ninety (90) days
from the date of the notice to cure a non-monetary Senior Loan Default if during
such 90-day period the Subordinate Lender keeps current all payments required
by the Senior Loan Documents. In the event that such a non-monetary Senior
Loan Default creates an unacceptable level of risk relative to the Property, or the
Senior Lender’s secured position relative to the Property, as determined by the
Senior Lender in its sole discretion, then the Senior Lender may exercise during
such 90-day period all available rights and remedies to protect and preserve the
Property and the Rents, revenues and other proceeds from the Property. Neither
Subordinate Lender, nor the Sponsor shall be subrogated to the rights of the
Priority and Subordination Agreement 18 Teanaway Court
Senior Lender under the Senior Loan Documents by reason of the Subordinate
Lender having cured any Senior Loan Default. However, the Senior Lender
acknowledges and the Partnership agrees that all amounts paid by the
Subordinate Lender to the Senior Lender to cure a Senior Loan Default shall be
deemed to have been advanced by such Subordinate Lender pursuant to, and
shall be secured by the lien of, such Subordinate Lender’s Subordinate Deed of
Trust.
c. In the event of a Subordinate Loan Default, no Subordinate Lender will
commence any Enforcement Action until the delivery by the Senior Lender, to
such Subordinate Lender of Senior Lender’s written consent to such
Enforcement Action by the Subordinate Lender, provided that (i) the
Subordinate Lender shall be entitled to seek injunctive relief, including specific
performance, to enforce covenants and agreements contained in any Restrictive
Covenant, subject to the Senior Lender’s right to cure a Subordinate Loan
Default set forth in Section 6(a); and (ii) if ninety (90) days after notice from the
Subordinate Lender to the Senior Lender of a default on the Subordinate Loan
Documents and of the Subordinate Lender’s desire to pursue an Enforcement
Action, the Senior Lender shall not have commenced proceedings to foreclose
on the Senior Deed of Trust, or if one year after such notice there has not been
a sale pursuant to the Senior Deed of Trust or a Bankruptcy Proceeding, then,
subject to the cure rights herein, the Subordinate Lender may commence and
pursue remedies against the Property, including without limitation foreclosure
judicially or nonjudicially and/or seeking appointment of a receiver if the Senior
Lender shall not already have caused a receiver to be appointed. Any sale or
other action under a Subordinate Deed of Trust shall be subject to the lien of the
Senior Deed of Trust, and Subordinate Lender shall not cause any lease to be
terminated by such foreclosure without the express written consent of the Senior
Lender. The Subordinate Lender acknowledges that the Senior Lender may grant
or refuse consent to the Subordinate Lender’s Enforcement Action in the Senior
Lender’s sole and absolute discretion. Any Enforcement Action on the part of
such Subordinate Lender shall be subject to the provisions of this Agreement.
The Subordinate Lender acknowledges that the provisions of this Section 6(c)
are fair and reasonable under the circumstances, that Subordinate Lender expects
to receive a substantial benefit from the Senior Lender having provided
financing for the Property, and that the Senior Lender would not have entered
into the transactions described herein without the inclusion of these provisions
in this Agreement.
d. The Senior Lender may pursue all rights and remedies available to it under its
Senior Loan Documents, at law, or in equity, regardless of any Enforcement
Action Notice or Enforcement Action by the Subordinate Lender. No action or
failure to act on the part of the Senior Lender in the event of a Subordinate Loan
Default or commencement of an Enforcement Action shall constitute a waiver
Priority and Subordination Agreement 19 Teanaway Court
on the part of the Senior Lender of any provision of its Senior Loan Documents
or this Agreement.
e. In the event that an Enforcement Action taken by the Subordinate Lender is the
appointment of a receiver for any of the Property, all of the Rents, issues, profits
and proceeds collected by the receiver, net of costs and fees that the receiver is
authorized to pay or receive as allowed by the court, shall be paid and applied
by the receiver solely to and for the benefit of the Senior Lender in the order and
priority set forth in Section 2(b) until the Senior Indebtedness shall have been
paid in full.
f. The Subordinate Lender hereby expressly consents to and authorizes the release
by the Senior Lender of all or any portion of the Property from the lien,
operation, and effect of their respective Senior Loan Documents. The
Subordinate Lender hereby waives to the fullest extent permitted by law, all
equitable or other rights it may have (i) in connection with any release of all or
any portion of the Property, (ii) to require the separate sale of any portion of the
Property, (iii) to require the Senior Lender to exhaust its remedies against any
portion of the Property or any combination of portions of the Property or any
other collateral for its Senior Indebtedness, or (iv) to require the Senior Lender
to proceed against the Partnership, any other party that may be liable for any of
the Senior Indebtedness (including any partner of the Partnership), any portion
of the Property or combination of portions of the Property, or any other
collateral, before proceeding against all or such portions or combination of
portions of the Property as the Senior Lender determines. The Subordinate
Lender hereby expressly consents to and authorizes, in the event of a Senior
Loan Default and a judicial or nonjudicial foreclosure, or disposition of personal
property collateral, in each case under applicable law, at the option of the Senior
Lender, the sale, either separately or together, of all or any portion of the
Property. The Subordinate Lender acknowledges that without notice to
Subordinate Lender and without affecting any of the provisions of this
Agreement, the Senior Lender may (i) extend the time for or waive any payment
or performance under the Senior Loan Documents; (ii) modify or amend in any
respect any provision of the Senior Loan Documents (except as provided in
Section 5(j) of this Agreement); and (iii) modify, exchange, surrender, release
and otherwise deal with any additional collateral for the Senior Indebtedness.
The foregoing provisions of this subsection notwithstanding, the Senior Lender
agrees, for the benefit of Subordinate Lender, that if, at the time of
commencement of any foreclosure proceedings by the Senior Lender, whether
judicial or nonjudicial, the Senior Lender holds any cash, cash equivalents, or
deposit accounts, including without limitation any proceeds of its Senior Loan,
as security for the obligations secured by the Senior Deed of Trust or held by the
Senior Lender, for the benefit of the Senior Lender (collectively, “Cash
Collateral”), then unless otherwise required by order of any court or by its
Priority and Subordination Agreement 20 Teanaway Court
Senior Loan Documents, the Senior Lender shall apply the Cash Collateral to
the outstanding balance of its Senior Indebtedness in connection with any
foreclosure sale of the Property; provided, however, that the obligation to so
apply Cash Collateral shall be limited to Cash Collateral (A) in which the Senior
Lender has a perfected security interest that is not subject to avoidance or being
set aside under bankruptcy or similar laws and (B) that the Senior Lender is
entitled to apply to its Senior Indebtedness and that is not subject to revocation
or return.
g. If any party other than the Partnership (including any Senior Lender) acquires
title to any of the Property pursuant to a foreclosure of, or trustee’s sale or other
exercise of any power of sale under, the Senior Deed of Trust conducted in
accordance with applicable law and with notice to the Subordinate Lender in
accordance with applicable law, the lien, operation, and effect of the Subordinate
Deed of Trusts and other Subordinate Loan Documents automatically shall
terminate with respect to such Property.
h. Senior Lender and Subordinate Lender hereby agree that, notwithstanding
anything to the contrary set forth elsewhere herein, following a foreclosure sale
under the Senior Deed of Trust, or the acceptance by Senior Lender of a deed to
the Property in lieu of such a foreclosure (each, a “Foreclosure Action”), the
Restrictive Covenants shall survive and the successor owner of the Property
shall acquire the Property subject to all of the terms and conditions of the
Restrictive Covenants, except as otherwise expressly provided below:
(i) No successor owner after a Foreclosure Action shall be obligated by the
Restrictive Covenants to make any payment under the Subordinate Note, or to otherwise
comply with, any of the Subordinate Loan Documents, but this paragraph shall not
affect the enforceability of the Subordinate Loan Documents against Partnership or
affect obligations contained in the Restrictive Covenants merely because the same or
similar obligations are contained in a Subordinate Loan Document;
(ii) The Foreclosure Action and the transfer of the Property pursuant to the
Foreclosure Action will not violate the limitations on transfers in the Restrictive
Covenants or require the approval of the Subordinate Lender;
(iii) Neither Senior Lender (or its nominee), nor any immediate successor in
interest of such party, shall be obligated to pay, or otherwise have any liability for or in
connection with, any claim by Subordinate Lender for liquidated damages, for
indemnification or for damages in connection with any breach of any term or provision
of the Restrictive Covenants occurring prior to the date upon which such successor
owner acquired title to the Property; and
(iv) Neither Senior Lender (or its nominee), nor any immediate successor in
interest of such party, shall be required to cure any default under the Restrictive
Priority and Subordination Agreement 21 Teanaway Court
Covenants occurring prior to the date upon which such party acquired title to the
Property, except that said party shall be required to cure continuing defaults under the
Restrictive Covenants related to the Property reasonably promptly and in any event
within 120 days after the date upon which it acquires title to the Property, or, if any such
continuing default is not reasonably susceptible to a cure by such owner within such
period, shall commence curing such default as soon as reasonably practicable (and
thereafter continuously and diligently pursue the cure of such default to completion),
provided that nothing herein shall be construed to excuse any failure to comply in a
timely manner with any applicable laws, ordinances, regulations or permits, nor to
obligate the Subordinate Lender to forbear from the enforcement thereof.
i. Senior Lender agrees that if Senior Lender shall commence judicial or
nonjudicial foreclosure proceedings against the Property arising out of a Senior
Loan Default not caused by Commerce, then Commerce in its individual
capacity as holder of the Commerce Deed of Trust shall have the right, to be
exercised at any time prior to the date of any foreclosure sale, to purchase all of
the Senior Lender’s right, title and interest in the Senior Deed of Trust that then
encumbers the Property and all obligations secured thereby from the Senior
Lender for an amount (the “Purchase Price”) equal to the total of all outstanding
principal, interest (including default interest), costs, fees (including late fees),
prepayment premium (if any), legal fees of Senior Lender, and any other
amounts then secured by such Senior Deed of Trust. The Senior Lender shall
provide to Commerce, within ten (10) business days of a request by Commerce,
an itemized statement of all such amounts. Closing of such sale shall occur on
such date as the parties shall mutually agree but in any event not more than thirty
(30) calendar days after notice from Commerce of its exercise of such option.
At the closing of such sale, the Senior Lender shall deliver recordable
assignments of the applicable Senior Loan Documents, properly endorsed for
absolute transfer by the Senior Lender, and any other necessary assignments of
any other collateral for the Senior Loan Documents, with proper endorsements
where applicable, title insurance policies (including title guarantees) and copies
of all other documents related to the obligations secured by the Senior Deed of
Trust. At the option of Commerce, closing shall be subject to receipt by
Commerce of title insurance acceptable to Commerce at Commerce’s expense.
Such sale shall be without recourse to the Senior Lender and without warranties
except that (i) the Senior Lender will warrant that it has title to the loan
documents sold, and (ii) the Purchase Price accurately reflects the amount of the
loan balance then accrued and unpaid and all other amounts due under the terms
of the Senior Loan Documents (but without any warranty as to the existence or
validity of any offsets, defenses or counterclaims that may be asserted by the
Partnership or any other person or entity). Commerce shall pay all costs, fees
and expenses in connection with such sale.
Priority and Subordination Agreement 22 Teanaway Court
7. REFINANCE
a. Each Subordinate Lender agrees that it consents to a refinancing of the Bond
Loan and Taxable Loan and that upon such refinancing its liens, rights and
interests pursuant to their respective loan documents, shall retain its relative
priority and be subject to the same limitations set forth in this Agreement in the
event of any refinancing upon maturity of the Bond Loan or Taxable Loan
(without regard to the source/lender of any such refinancing) provided that the
principal amount of any obligation incurred in connection with such refinancing
does not exceed one hundred percent (100%) of the then outstanding principal
loan amount under the Bond Loan or Taxable Loan, as applicable, plus ordinary
and customary refinancing fees and costs, or such higher amount to the extent
necessary to refinance the Bond Loan or Taxable Loan, as applicable, to enable
the Project to achieve a 1.15 debt coverage ratio, which may include a
restructuring of repayment terms. It is the intention of the Parties that no further
priority agreements or subordination agreements shall be required to establish
such lien priority; however, the Parties acknowledge and agree that to the extent
such subordination or priority agreements are required by such refinance lender
in order to provide the refinance lender with the same lien position as identified
herein, the Parties shall execute a subordination agreement substantially in the
form of this Agreement or such other reasonable subordination agreement
provided that such agreement contains reasonable rights to notice and
opportunity to cure defaults of such loan to the County and Commerce.
8. MISCELLANEOUS PROVISIONS.
a. In the event of any conflict or inconsistency between the terms of the
Subordinate Loan Documents and the terms of this Agreement, the terms of this
Agreement shall control: (i) the relative priority of the security interests of the
Lenders in the Property, (ii) the timing of the exercise of remedies by the
Lenders under their respective loan documents, and (iii) all other rights and
obligations that the Lenders have agreed to pursuant to this Agreement.
b. Except as otherwise provided in Section 8(r) below: (i) this Agreement
comprises the entire agreement among the Parties with respect to the priority of
each Party’s liens upon and other rights and interests in the Property, and (ii) all
prior understandings or agreements on that subject are superseded hereby.
c. This Agreement shall be binding upon the Parties hereto and their respective
successors in interest and assigns. This Agreement shall inure to the benefit of
the Lenders and their respective successors in interest and assigns. No person
other than the Parties and their respective successors in interest and assigns will
be entitled to any benefits under this Agreement, whether as a third-party
beneficiary or otherwise. No covenant of any Party herein is for the benefit of
Sponsor, a General Partner or the Partnership.
Priority and Subordination Agreement 23 Teanaway Court
d. By executing this Agreement, each Party hereby acknowledges and consents to
the execution of, and where appropriate, the recording of the Loan Documents
and the Restrictive Covenants by Partnership and the other Parties thereto.
Notwithstanding such consent, the terms hereof, the terms of the Loan
Documents, the terms of the Restrictive Covenants, and the acceptance by
Lenders of their respective liens and other rights and interests under these
documents, a Lender shall not, prior to any acquisition of title to the Property by
such Lender, be liable or responsible for any obligation of Partnership under any
such documents or of any “Owner” or “Borrower” as defined in any of the Loan
Documents or the Restrictive Covenants.
e. Each notice, request, demand, consent, approval or other communication
(collectively, “notices”, and singly, a “notice”) that is required or permitted to
be given pursuant to this Agreement shall be in writing and shall be deemed to
have been duly and sufficiently given if (i) personally delivered during normal
business hours with proof of delivery thereof (any notice so delivered shall be
deemed to have been received at the time so delivered), or (ii) sent by a national
overnight courier service (such as FedEx) designating next business day delivery
(any notice so delivered shall be deemed to have been received on the next
business day following receipt by the courier), or (c) sent by United States
registered or certified mail, return receipt requested, postage prepaid, at a post
office regularly maintained by the United States Postal Service (any notice so
sent shall be deemed to have been received on the date of delivery as confirmed
by the return receipt), addressed to the respective Parties as set forth on Schedule
A hereto or such other notice as a Party may provide by notice given pursuant
to this Section. No Party shall refuse or reject delivery of any notice given in
accordance with this Section. Any notice to Partnership shall also be effective
if made in accordance with any Loan Document signed by such Party, in
accordance with the terms of that Loan Document.
f. Nothing herein or in any of the Senior Loan Documents or Subordinate Loan
Documents shall be deemed to constitute any Lender as a joint venturer or
partner of any other Party.
g. This Agreement shall be governed by the laws of the State of Washington.
Venue for any action brought in respect of this Agreement shall be in the
Superior Court for Kittitas County, Washington.
h. If any one or more of the provisions contained in this Agreement, or any
application thereof, shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein, and any other application thereof, shall not in any way be affected or
impaired thereby.
Priority and Subordination Agreement 24 Teanaway Court
i. The term of this Agreement shall commence on the date hereof and shall
continue so long as any two or more of the Loan Documents remains a lien or
encumbrance of record on the Property, or any part thereof, but the rights and
obligations of the Senior Lender hereunder shall terminate upon the full
reconveyance of the Property from the Senior Deed of Trust; provided that this
Agreement shall be reinstated, or the rights of the Senior Lender hereunder
reinstated, as applicable, in the event any payment on account of the Senior
Indebtedness is avoided, set aside, rescinded or repaid by the Senior Lender as
described in Section 3(e) hereof, but such reinstatement shall not impose liability
for action taken or omitted by any person without notice thereof.
j. No failure or delay on the part of any Party hereto in exercising any right, power
or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy hereunder.
k. Each Party hereto acknowledges that in the event any Party fails to comply with
its obligations hereunder, the other Parties shall have all rights available at law
and in equity, including the right to obtain specific performance of the
obligations of such defaulting party and injunctive relief. No rights or remedies
are hereby granted to Partnership except as may be expressly set forth above.
l. Nothing in this Agreement is intended, nor shall it be construed, to in any way
limit the exercise by the Subordinate Lender of its governmental powers
(including but not limited to police, regulatory and taxing powers), or its powers
as a public utility, with respect to the Partnership, any Lender, any other person,
or the Property, nor to affect any liens, rights or interests in the Property arising
pursuant to those powers or the exercise thereof.
m. No amendment, supplement, modification, waiver or termination of this
Agreement shall be effective against any Party unless such amendment,
supplement, modification, waiver or termination is contained in a writing signed
by such Party.
n. Each Party acknowledges for the benefit of each other Party that it is entering
into this Agreement and the transactions described herein based on its
independent investigations and without reliance upon representations or
information from any other Party or its officers, employees or counsel. Based
on such documents and information as deemed appropriate by each Party, that
Party has made its own independent investigation of all matters relating to its
restrictive covenants, loan or credit enhancement and its documents, including,
without limitation, the value of the collateral given as security and the
creditworthiness of the Partnership and any guarantor. Each Party acknowledges
that any statements, representations, warranties, covenants or undertakings by
Partnership, Sponsor and any guarantor are not made on behalf of any other
Priority and Subordination Agreement 25 Teanaway Court
Party, and that no other Party nor its officers, employees, or counsel are
responsible for the validity, accuracy, completeness, or performance of any
statements, representations, warranties, covenants or undertakings of
Partnership, Sponsor or any guarantor, whether or not such Party or its officers,
employees, and counsel have knowledge of the terms or content thereof or any
other information relating thereto.
o. This Agreement may be executed in counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same instrument.
If this Agreement is executed with blanks for dates or recording numbers of any
documents referred to herein, any Lender, or any escrow agent or title insurance
Partnership acting on the instructions of any Lender, is authorized to insert the
dates and/or recording numbers, as applicable.
p. Notwithstanding any provision of the Subordinate Loan Documents or of the
Restrictive Covenants to the contrary, any right of the Subordinate Lender under
the Subordinate Loan Documents or under the Restrictive Covenants to remove,
or cause to be removed, the Partnership’s managing agent in respect of the
Property or to require changes to any management plan or management
agreement in respect of the Property previously approved by the Subordinate
Lender in each instance, shall be subject to the prior written consent of the Senior
Lender.
q. Reserved.
r. Police Powers. Nothing in this Agreement is intended, nor shall it be construed,
to in any way to limit the exercise by the State of Washington of its
governmental powers (including but not limited to police, regulatory and taxing
powers), or its powers as a public utility, with respect to the Partnership,
Sponsor, Citibank, any other person, or the Property, nor to affect any liens,
rights or interests in the Property arising pursuant to those powers or the exercise
thereof.
s. Statutory Notice. ORAL AGREEMENTS OR ORAL COMMITMENTS TO
LEND MONEY, EXTEND CREDIT OR FOREBEAR FROM ENFORCING
REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER
WASHINGTON LAW.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Priority and Subordination Agreement S-1
IN WITNESS WHEREOF, the parties hereto have entered into this Priority and
Subordination Agreement as of the day and year first above written.
CITIBANK:
CITIBANK, N.A.
By:
Name:
Title: Authorized Signatory
Deal ID No. 50016889
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On ______________ before me, ___________________________________________ (here insert
name and title of the officer), personally appeared _________________ who proved to me on the basis
of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature _______________________________ (Seal)
Priority and Subordination Agreement S-2
IN WITNESS WHEREOF, the parties hereto have entered into this Priority and
Subordination Agreement as of the day and year first above written.
COMMISSION:
WASHINGTON STATE HOUSING FINANCE
COMMISSION, a public body corporate and
politic and an instrumentality of the State of
Washington
By:
Name: Steve Walker
Title: Executive Director
ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that Steve Walker is the person who
appeared before me, and said person acknowledged that said person signed this instrument, on
oath stated that said person was authorized to execute the instrument and acknowledged it as the
Executive Director of Washington State Housing Finance Commission, a public body corporate
and politic and an instrumentality of the State of Washington, to be the free and voluntary act of
such party for the uses and purposes mentioned in the instrument.
Dated this ________ day of ______, 2026.
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary public in and for the State of Washington
residing at
My appointment expires
Priority and Subordination Agreement S-3
IN WITNESS WHEREOF, the parties hereto have entered into this Priority and
Subordination Agreement as of the day and year first above written.
PARTNERSHIP:
TEANAWAY COURT ASSOCIATES LLLP,
a Washington limited liability limited partnership
By: Teanaway Court Associates GP LLC,
a Washington limited liability company
Its: Managing General Partner
By: HopeSource,
a Washington nonprofit corporation
Its: Manager
By:
Name: Susan K. Grindle
Title: Chief Executive Officer
By: BRC Teanaway AGP LLC,
a Washington limited liability company
Its: Administrative General Partner
By: Portsmouth I, LLC,
a North Carolina limited liability company
Its: Manager
By:
Name: Chris Eisenzimmer
Title: Manager
Priority and Subordination Agreement S-4
STATE OF WASHINGTON )
) ss.
COUNTY OF KITTITAS )
I certify that I know or have satisfactory evidence that Susan K. Grindle is the person who appeared
before me and said person acknowledged that she signed this instrument, on oath stated that she
was authorized to execute the instrument and acknowledged it as the Chief Executive Officer of
HopeSource, a Washington nonprofit corporation, the Manager of Teanaway Court Associates GP
LLC, a Washington limited liability company, the Managing General Partner of Teanaway Court
Associates LLLP, a Washington limited liability limited partnership, to be the free and voluntary
act of such party for the uses and purposes mentioned in the instrument.
DATED: ______________________.
(Print Name)
My appointment expires:
Priority and Subordination Agreement S-5
STATE OF ______________ )
) ss.
COUNTY OF ____________ )
I certify that I know or have satisfactory evidence that Chris Eisenzimmer is the person who appeared before
me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to
execute the instrument and acknowledged it as the Manager of Portsmouth I, LLC, a North Carolina
limited liability company, the Manager of SRI-Blueridge Pacific, LLC, a Delaware limited liability
company, the Manager of BRC Teanaway AGP LLC, a Washington limited liability company, the
Administrative General Partner of Teanaway Court Associates LLLP, a Washington limited liability limited
partnership, to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
DATED: ______________________.
(Print Name)
My appointment expires:
Priority and Subordination Agreement S-6
IN WITNESS WHEREOF, the parties hereto have entered into this Priority and
Subordination Agreement as of the day and year first above written.
ADMINISTRATIVE GENERAL PARTNER:
BRC TEANAWAY AGP LLC,
a Washington limited liability company
By: Portsmouth I, LLC,
a North Carolina limited liability company
Its: Manager
By:
Chris Eisenzimmer, Manager
STATE OF ______________ )
) ss.
COUNTY OF ____________ )
I certify that I know or have satisfactory evidence that Chris Eisenzimmer is the person who appeared before
me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to
execute the instrument and acknowledged it as the Manager of Portsmouth I, LLC, a North Carolina
limited liability company, the Manager of SRI-Blueridge Pacific, LLC, a Delaware limited liability
company, the Manager of BRC Teanaway AGP LLC, a Washington limited liability company, the
Administrative General Partner of Teanaway Court Associates LLLP, a Washington limited liability limited
partnership, to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
DATED: ______________________.
(Print Name)
My appointment expires:
Priority and Subordination Agreement S-7
IN WITNESS WHEREOF, the parties hereto have entered into this Priority and
Subordination Agreement as of the day and year first above written.
MANAGING GENERAL PARTNER:
TEANAWAY COURT ASSOCIATES GP LLC,
a Washington limited liability company
By: HopeSource,
a Washington nonprofit corporation
Its: Manager
By:
Susan K. Grindle
Chief Executive Officer
STATE OF WASHINGTON )
) ss.
COUNTY OF KITTITAS )
I certify that I know or have satisfactory evidence that Susan K. Grindle is the person who appeared
before me and said person acknowledged that she signed this instrument, on oath stated that she
was authorized to execute the instrument and acknowledged it as the Chief Executive Officer of
HopeSource, the Manager of Teanaway Court Associates GP LLC, a Washington limited liability
company, to be the free and voluntary act such party for the uses and purposes mentioned in the
instrument.
DATED: ______________________.
(Print Name)
My appointment expires:
Priority and Subordination Agreement S-8
IN WITNESS WHEREOF, the parties hereto have entered into this Priority and
Subordination Agreement as of the day and year first above written.
SPONSOR:
HOPESOURCE,
a Washington nonprofit corporation
By: ________________________________
Susan K. Grindle, Chief Executive Officer
STATE OF WASHINGTON )
) ss.
COUNTY OF KITTITAS )
I certify that I know or have satisfactory evidence that Susan K. Grindle is the person who appeared
before me and said person acknowledged that she signed this instrument, on oath stated that she
was authorized to execute the instrument and acknowledged it as the Chief Executive Officer of
HopeSource, a Washington nonprofit corporation, to be the free and voluntary act such party for
the uses and purposes mentioned in the instrument.
DATED: ______________________.
(Print Name)
My appointment expires:
Priority and Subordination Agreement S-9
IN WITNESS WHEREOF, the parties hereto have entered into this Priority and
Subordination Agreement as of the day and year first above written.
COMMERCE:
WASHINGTON STATE DEPARTMENT OF
COMMERCE, a department of the State of Washington
By:
Name:
Title:
STATE OF WASHINGTON )
) ss.
COUNTY OF THURSTON )
I certify that I know or have satisfactory evidence that _____________________________
is the person who appeared before me, and said person acknowledged that said person signed this
instrument, on oath stated that said person was authorized to execute the instrument and
acknowledged it as the ____________________________________ of WASHINGTON STATE
DEPARTMENT OF COMMERCE, a department of the State of Washington, to be the free and
voluntary act of such entity for the uses and purposes mentioned in the instrument.
GIVEN under my hand and official seal this ______ day of ________________, 2026.
Notary Public
Print Name
My commission expires
(Use this space for notarial stamp/seal)
Priority and Subordination Agreement S-10
IN WITNESS WHEREOF, the parties hereto have entered into this Priority and
Subordination Agreement as of the day and year first above written.
COUNTY:
KITTITAS COUNTY,
a political subdivision of Washington State
By:
Name:
Title:
STATE OF WASHINGTON )
) ss.
COUNTY OF KITTITAS )
I certify that I know or have satisfactory evidence that _____________________________
is the person who appeared before me, and said person acknowledged that said person signed this
instrument, on oath stated that said person was authorized to execute the instrument and
acknowledged it as the ____________________________________ of KITTITAS COUNTY, a
political subdivision of Washington State, to be the free and voluntary act of such entity for the
uses and purposes mentioned in the instrument.
GIVEN under my hand and official seal this ______ day of ________________, 2026.
Notary Public
Print Name
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Priority and Subordination Agreement A-1
EXHIBIT A
LEGAL DESCRIPTION
Priority and Subordination Agreement A-2
SCHEDULE A
NOTICE ADDRESSES
If to Partnership:
Teanaway Court Associates LLLP
c/o HopeSource
606 West 3rd Avenue
Ellensburg, WA 98926
Attention: Chief Executive Officer
With a copy to: c/o SRI-Blueridge Pacific, LLC
2223 112th Avenue NE, Suite 102
Bellevue, Washington 98004
Attention: Chris Eisenzimmer
With a copy to:
With a copy to:
Wincopin Circle LLLP
c/o Enterprise Community Asset Management, Inc.
11000 Broken Land Parkway, Suite 700
Columbia, MD 21044
Attention: General Counsel
Gallagher LLP
218 North Charles Street, Suite 400
Baltimore, MD 21201
Attention: Engin Nural
If to the Commission:
Washington State Housing Finance Commission
1000 Second Avenue, Suite 2700
Seattle, Washington 98104
Attention: Executive Director
Bond ID #1072, Teanaway Court
If to the Fiscal Agent: U.S. Bank Trust Company, National Association
1420 Fifth Avenue, 11th Floor
Seattle, Washington 98101
Attention: Global Corporate Trust Services
If to Citibank: Citibank, N.A.
388 Greenwich Street, Trading 4th Floor
New York, New York 10013
Attention: Transaction and Asset Management Group
Re: Teanaway Court, Deal ID No. 50016889
Facsimile: (212) 723-8209
And to: Citibank, N.A.
Transaction and Asset Management Group/Post Closing
Citi Community Capital
3800 Citibank Center
Tampa, Florida 336
Re: Teanaway Court, Deal ID No. 50016889
Priority and Subordination Agreement A-3
With a copy to: Citibank, N.A.
388 Greenwich Street, Trading 4th Floor
New York, New York 10013
Attention: Account Specialist
Re: Teanaway Court, Deal ID No. 50016889
Facsimile: (212) 723-8209
And to: Citibank N.A.
c/o Berkadia Commercial Servicing Department
323 Norristown Road, Suite 300
Ambler, Pennsylvania 19002
Attention: Client Relations Manager
Re: Teanaway Court, Deal ID No. 50016889
Facsimile: (215) 328-0305
With a copy of any default
notice to:
Citibank, N.A.
388 Greenwich Street, 17th Floor
New York, New York 10013
Attention: General Counsel’s Office
Re: Teanaway Court, Deal ID No. 50016889
Facsimile: (646) 291-5754
If to Managing General
Partner:
If to Administrative General
Partner:
Teanaway Court Associates GP LLC
c/o HopeSource
606 West 3rd Avenue
Ellensburg, WA 98926
Attention: Chief Executive Officer
BRC Teanaway AGP LLC
c/o SRI-Blueridge Pacific, LLC
2223 112th Avenue NE, Suite 102
Bellevue, Washington 98004
Attention: Chris Eisenzimmer
If to Commerce: Washington State Department of Commerce
Attn: Multifamily Housing Unit
1500 Jefferson Street SE
Olympia, WA 98501
P.O. Box 42525
Olympia, WA 98504-2525
If to County:
If to Sponsor:
Kittitas County
Board of Commissioners
205 W 5th Ave, Suite 108
Ellensburg, WA 98926
HopeSource
606 West 3rd Avenue
Ellensburg, WA 98926
Attention: Chief Executive Officer