2026-004108 Klamath County, Oregon 05/08/2026 01:41:02 PM Fee: $137.00 After recording return to: Stobaugh & Strong, P.C. 126 NW Canal Street, Suite 100 Seattle WA 98107 SUBORDINATION AGREEMENT REGARDING DEFAULT CHARGES AND CREDITORS' AGREEMENT Grantor: WaFd Bank Grantee: Evergreen Business Capital Legal description: See attached Exhibit A Recording #: 2026-000958 The attached creditors' agreement, also referred to as Third Party Lender Agreement ("Agreement"), is between Wal'd Bank and Evergreen Business Capital. The agreement affects WaFd Bank's rights under the deed of trust executed by Wright Investment Properties LLC and recorded at Klamath County Recording No. 2026-000958 and its rights under the note and obligations secured by that deed of trust. This agreement is being recorded pursuant to ORS 205.130 because it affects the beneficiary's rights under the recorded deed of trust referenced above. SBA Form 2287 (04-18) Previous Editions Obsolete THIRD PARTY LENDER AGREEMENT THIS THIRD PARTY LENDER AGREEMENT (“Agreement") is dated this 6T L day of ”:'f } , 2026, by and between WaFd Bank, (“Third Party Lender”’) whose address is 425 Pike Street, Seattle WA 98101, and Evergreen Business Capital, (“CDC”) whose address is 13925 Interurban Avenue South, Suite 100, Seattle WA 98168. RECITALS 1. The Third Party Lender and CDC will provide separate loans to the Borrower and Operating Company, if any (collectively “Borrower”), according to the terms in the Authorization for Debenture Guarantee (SBA 504 Loan), as amended (“Authorization”). The Third Party Lender will provide term financing (“Third Party Loan”), and the CDC will provide a loan (“504 Loan”) funded by a debenture issued by the CDC and guaranteed by the U.S. Small Business Administration (“SBA”™), for purposes of financing the Project described in the Authorization, which involves the acquisition and/or improvement of the real and/or personal property described below, and in Exhibit A attached hereto and incorporated herein by reference (“Project Property”): SBA Loan # 8025419103 SBA Loan Name: Conscious Connections Youth Counseling LLC Borrower: Wright Investment Properties LLC Operating Company (if any) Conscious Connections Youth Counseling LLC Third Party Loan Amount: $502,344.00 Term of Third Party Loan 10 years If Real Property — Project Address: Street address: 1900 Main Street, City, State, Zip code Klamath Falls, OR 97601 SBA Form 2287 (04-18) 2 Previous Editions Obsolete 2. The parties have required the Borrower to grant liens on the Project Property to secure the separate loans advanced by the parties (“Common Collateral”), and the lien of the CDC (“CDC Lien”) will be junior and subordinate to the lien of the Third Party Lender (“Third Party Lender Lien”), unless Third Party Lender, CDC and SBA agree otherwise in writing. TERMS AND CONDITIONS In consideration of the above, the mutual agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Amount of Third Parsy Loan. The Third Party Lender represents that the Third Party Loan is fully advanced; does not exceed the amount stated in the Authorization; and, will not exceed the amount allowed by the Authorization, plus reasonable costs of collection, maintenance, and protection of the Third Parly Lender Lien. Any amounts owed by Borrower to Lender in excess of the Third Party Lender Lien amount stated in the Authorization cannot be secured by a lien on the Common Collateral unless it is subordinate to the 504 Loan. 2. Subordinalion of 504 Loan. CDC agrees to make the 504 Loan to the Borrower, subject to SBA’s approval, and accept a junior and subordinate lien position in the Common Collateral upon the conditions that Third Party Lender executes this Agreement and disburses the Third Party Loan according to the terms represented to CDC and SBA. 3. Accurate [nformation, The Third Party Lender warrants and represents that all information provided by the Third Party Lender to CDC, including, without limitation, all information regarding the Borrower’s financial condition, is accurate to the best of'its knowledge and that Third Party Lender has not withheld any material information. Third Party Lender acknowledges that for purpose of this transaction, CDC is acting on behalf of SBA, an agency in the United States Government, except that SBA accepts no liability or responsibility for any wrongful act or omission by CDC. Third Party Lender further acknowledges that any false statements to CDC can be considered false statements to the federal government under 18 U.S.C. §1001, and may subject the Third Party Lender to criminal penalties, and that CDC and SBA are relying upon the information submitted by the Third Party Lender. 4, Waiver of Provision Not to Foeumber Common Collateral, Third Party Lender waives its rights to enforce, as against CDC and SBA, any provisions in its documents that prohibit Borrower from further encumbering the Common Collateral or which restrict Borrower’s ability to assign its lease on, or rents, income or profits from, the Common Collateral. 5. Compliance with 504 Loan Program Requirements. Third Party Lender agrees that all documents evidencing the Third Party Loan and the Third Party Lender Lien will comply with the 504 Loan Program Requirements as established by SBA, including those SBA Form 2287 (04-18) 3 Previous Editions Obsolete identified in the following subparagraphs, and, in the event one or more of the provisions n such documents do not comply with these 504 Loan Program Requirements, Third Party Lender waives any right to enforce such provisions while the 504 Loan has any unpaid balance and agrees that it must act in a commercially reasonable manner with regard to any enforcement action. a. No Open-Ended Features and No Future Advances. The Third Party Loan must not be open-ended. After completion of the Project, the Third Party Lender may not make future advances under the Third Party Loan except for reasonable costs of collection, maintenance, and protection of the Third Party Loan and Third Party Lender Lien. b. No Cardy Call or Demand Provisions. Third Party Lender agrees that documents evidencing the Third Party Loan and the Third Party Lender Lien do not contain an early call feature or any provision which allows Third Party Lender to make demand under the Third Party Lender Loan other than when there is a material default under the terms of its Third Party Loan documents, which shall include, but not be limited to, failure to make timely payments on the Third Party Loan, failure to pay taxes when due or violation of any financial covenants which would cause a prudent lender to believe that the prospect of payment or performance of the Third Party Note is impaired. c. No Cross-Collateralization, Third Party Lender agrees that the Common Collateral will only secure its Third Party Loan and the Common Collateral is not currently, and will not be used in the future, as security for any other financing provided by Third Party Lender to Borrower that purports to be in a superior position to that of the CDC Lien, unless authorized in writing by CDC and SBA. d. No Cross-Delault, During the term of the 504 Loan, Third Party Lender will not exercise any cross-default, "decm at-risk," or any other provisions in documents evidencing the Third Party Loan or Third Party Lender Lien which allow Third Party Lender to make demand on the Third Party Loan prior to maturity unless the Third Party Loan is in material default. e. Maturity and Balloon Pavments. The Third Party Loan must have a term of at least 7 years (when the 504 loan is for a term of 10 years), or a term of at least10 years (when the 504 loan is for 20 or 25 years). If the Third Party Lender has made more than one loan, then an overall loan maturity must be calculated, taking into account the amounts and maturities of each loan. Any balloon payment for the Third Party Loan must be clearly identified and disclosed to SBA and approved at application or subsequently approved by SBA. SBA Form 2287 (04-18) 4 Previous Editions Obsolete f. Reasonable Interest Rate. The Third Party Loan has a reasonable interest rate which does not and will not exceed the maximum interest rate for Third Party Loans from commercial financial institutions as published periodically by SBA in the Federal Regisier and in effect as of the date of this Agreement. 6. Marshaline of Assets. If the Third Party Lender takes additional collateral as security for the Third Party Loan, in the case of liquidation, any proceeds received from such additional collateral, must be applied to the Third Party Lender’s Loan prior to the proceeds from the liquidation of the Common Collateral held by the CDC/SBA and the Third Party Lender. If the additional collateral no longer exists at the time of liquidation, or has insufficient value to justify the cost of collection, then the Third Party Lender is not required to liquidate such collateral, provided the Third Party Lender notifies CDC/SBA. 7. Notice of Default under the Third Patty Loan, Within thirty (30) days after the expiration of any cure period for any continuing material default of the Third Party Loan or Third Party Lender Lien, Third Party Lender must provide written notice (referencing SBA’s loan number for the 504 Loan) of the default to CDC and SBA. At least sixty 60 days prior to any legal proceedings against or liquidation of the Common Collateral (not including sending a demand letter), Third Party Lender must provide SBA with written notice of its intent to do so. 8. Limitation o Delaull Interest Rate, Third Party Lender may not escalate the rate of interest upon default to a rate greater than the maximum rate published by SBA in the Federal Reaister. SBA will only pay the interest rate on the note in effect before the date of Borrower’s default. 9, Subordination to 304 Loan and/or CDC Lien, of Amounts Altributable to Default Provisions. a. The term "Default Charges" used in this paragraph includes, but is not limited to, prepayment penalties, late fees, other default charges, and escalated interest after default due under the Third Party Loan. b. To the extent the Third Party Lender Lien secures any amounts attributable to Default Charges, which may exist in the Third Party Loan and Third Party Lender Lien, Third Party Lender Lien is and will be subordinate to the 504 Loan and the CDC Lien. This subordination applies only to CDC and SBA and their successors and assigns, and shall not inure to the benefit of Borrower or any guarantor of the Third Party Loan. c. In the event of default under the Third Party Loan, CDC or SBA may bring the Third Party Loan current or may acquire the Third Party Loan secured by the Third Party Lender Lien. Third Party Lender agrees that in either of these circumstances, the amount to bring the Third Party Loan current or the purchase price of SBA Form 2287 (04-18) 5 Previous Editions Obsolete that loan will be net of all amounts attributable to the Default Charges so subordinated to the 504 Loan and the CDC Lien. Third Party Lender further agrees that if it receives from CDC or SBA any amounts attributable to such Default Charges, Third Party Lender holds such funds in trust for SBA and will remit such funds to SBA as soon as possible. In addition, Third Party Lender shall charge as against SBA only the interest rate on the Third Party Loan that was in effect before the date of Borrower’s default. Should CDC or SBA not purchase the Third Party Loan but rather bring the Third Party Loan current, Default Charges on the Third Party Loan may remain due and owing from the Borrower. d. The Third Party Lender agrees: (1) If the Third Party Lender sells its Note (other than when liquidating the Third Party Loan), then the Third Party Lender must provide CDC/SBA, within fifteen (15) days of the sale, with written notice of the purchaser's name, address and telephone number and confirmation that the purchaser has received a copy of the executed Third Party Lender Agreement. (2) If the Third Party Loan is in default and the Third Party Lender, as part of its liquidation strategy, (i) proposes to sell its note, or (i) receives an offer from a third party, then the Third Party Lender must provide CDC/SBA with the option to purchase the note at the same price offered by the potential purchaser, net any Default Charges per paragraph 9(c). SBA will have forty-five (45) days from receipt of the notice from the Third Party Lender to exercisc its option to purchase the note. If SBA does not exercise its option and the Third Party Lender sells its note, then the Third Party Lender must provide CDC/SBA, within fifteen (15) days of the sale, with written notice of the purchaser's name, address and telephone number and confirmation that the purchaser has received a copy of the executed Third Party Lender Agreement. e. If the Third Party Lender sells or otherwise transfers ils note to a third party, then any Default Charges, including, but not limited to, prepayment penaities, late fees, other Default Charges, and escalated interest after default due under the Third Party Loan must be subordinate to the amounts outstanding on the 504 Loan and/or CDC Lien. f. If the Third Party Lender loan documents contain a swap component or hedging contract (hereinafter defined as “swap agreement), all costs associated with this swap agrecment, which may be termed swap fees, termination fees, default fees SBA Form 2287 (04-18) 6 Previous Editions Obsolete or other related fees, shall be subordinate to the amounts outstanding on the 504 Loan and/or CDC Lien. 10. Liguidation. In the event that either the Third Party Loan or the 504 L.oan is declared in default, Third Party Lender and CDC and SBA agree to cooperate in liquidating and/or selling the Common Collateral. Third Party Lender agrees to (a) accept a U.S. Treasury check(s) in connection with any purchase of Third Party Lender’s note or any foreclosure or liquidation bid by CDC or SBA; (b) to provide CDC and SBA with the loan payment status, loan payment history, and an itemized payoff statement of the Third Party Loan; (c) to provide CDC and SBA, at no charge (except for reasonable charges for photocopies) with copies of any appraisals, environmental investigations, or title examinations or searches of the Collateral conducted by or for Third Party Lender; and (d) to provide any other information about Borrower or the Third Party Loan requested by CDC and SBA in writing. 11. Waiver of Right to Indemmnilication by SBA or CDC. If Third Party Lender's documents contain provisions granting Third Party Lender the right to indemnification by subsequent owners of the Project Property, then Third Party Lender waives its right to enforce such provisions against SBA or CDC in the event SBA or CDC acquires title to the Project Property through foreclosure of the CDC Lien, acceptance of a deed in lieu of foreclosure, or otherwise. X 12 Bank Regulatory Issues. If Third Party Lender is regulated by one of the Federal functional regulators (Comptroller of the Currency, Federal Deposit Insurance Corporation, or National Credit Union Administration), Third Party Lender represents that it is subject to the Joint Final Rule on Customer Identification Programs (CIP) in 31 C.F.R. 103.121 and that it or its agent will perform with respect to the Borrower the specified requirements o[ its CIP. 13. No Lplied Third Party Beneliciaries. To the extent there is a conflict between this Agreement and any provision in any agreement either Party may have with a third party, including but not limited to, Borrower, the terms and conditions in this Agreement shall supersede any such provision. The parties agree that SBA may enforce this agreement as a third party beneficiary, and further agree that this Agreement shall not grant any right, benefit, priority, or interest lo any other third party, including but not limited to, Borrower and Guarantor(s). 14 Suceessors il Assions. This Agreement will inure to the benefit of and bind the respective partics to this Agreement, and their successors and assigns, including any party acquiring the Third Party Loan and Third Party Lender Lien by sale, assignment, or other transfer from Third Party Lender. Third Party Lender agrees that CDC may assign this Agreement to SBA, and waives all rights to contest such assignment. SBA Form 2287 (04-18) 7 Previous Editions Obsolete 15. Federal Law. When SBA is the holder of the loan instruments evidencing the 504 Loan and any security for that loan (including but not limited to the CDC Lien on the Common Collateral), this Agreement and all such instruments will be construed in accordance with Federal law. CDC or SBA may use local or state procedures for purposes such as filing papers, recording documents, g1v1ng notice, foreclosing liens, and other purposes, but by using these procedures, SBA does not waive any federal immunity from local or state control, penalty, tax, or liability. The Third Party Lender may not claim or assert against SBA any local or state law to deny any obligation of Borrower, or defeat any claim of SBA with respect to the 504 Loan. 16. Termination. This document will be released and terminated upon the payment in full of either the Third Party Loan or the 504 loan and all costs related thereto. 17. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, and all of which together constitute one and the same instrument. 18. Validity of Provisions. In the event that any provision of this Agreement is deemed invalid by a court of competent jurisdiction, all other provisions of this Agreement shall remain valid and enforceable. 19. Revision of this Agreement, Both Third Party Lender and CDC agree that this Agreement is a standard SBA Form, and, as such, neither party has authority to modify or delete any provision in this Agreement, or add any additional provisions, without prior written authorization from the SBA. 20. Authority 10 Execute Agpreement, The persons signing below certify that they have been duly authorized to execute this Agreement on behalf of their respective party. Lender: Wal'd Bank By: Print Name & V' AAL t ¥ '? Title: Mk SBA Form 2287 (04-18) 8 Previous Editions Obsolete County of \A (u N This record was acknowledged before me_on May G©™ Steot St asthe OFFICIAL STAMP JOSEPH ISMAEL RIVERA NOTARY PUBLIC-OREGON COMMISSION NO. 1058732 MY COMMISSION EXPIRES MAY 12, 2029 Place Notary Seal Above SBA Form 2287 (04-18) Previous Editions Obsolete : - 2026, by onlens, | O Rhice (title) of WaFd Bank. NOTARYPUBLIC i and for the State of My Commission expires: Mc-\y L ZotS CERTIFIED DEVELOPMENT COMPANY (CDC) Evergreen Business Capital / .'-"""W_ By: ' e Print Naghe: Keita Horn ¥ ice President Title: State of Washington ) ) ss. vd , 2026, by Keita Horn County of King ) This record was acknowledged before me on 6&_@%& as the Vice President of Evergreen Business Capital, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated 4/ Zag / 7/6 7,/_,_/9 1 Sy SN\ oNO0Wg U1y, %pc,", S e ST D 1ON lu,"' «\z Z = AT St Z 795 oS F2Z ' & 5." i NS NOTARY PUBLIC itvend for the State of Washington, My appointment expires: M@Z‘Z_ ASSIGNMENT TO SBA CDC assigns this Third Party Lender Agreement to SBA. Date: +/J‘? / Z& / /A By: \A-/] - ; ’,[‘ypi@. Name: Keita Horn, Vice President, authorized officer of CDC./ \WordEc\2287 - after 4-21 WA-CA doc \il\927 12 doc SBA Form 2287 (04-18) Previous Editions Obsolete Exhibit A Lepal Descripiion Real property in the County of Klamath, State of Oregon, described as follows: LOTS 21, 22, 23, 24, 25, 26, 27, 28, 29 AND 30 OF THE RESUBDIVISION PLAT OF BLOCK 23 INDUSTRIAL ADDITION TO THE CITY OF KLAMATH FALLS, ACCORDING TO THE OFFICIAL PLAT THEREOF ON FILE IN THE OFFICE OF THE COUNTY CLERK OF KLAMATH COUNTY, OREGON. \i\926.12 \WordEc\2287.0r SBA Form 2287 (04-18) 11 Previous Editions Obsolete