Creditor be deemed to be a payment or distribution by the Borrowers or
such guarantor to or on account of the Senior Debt, it being understood that the
provisions of this Agreement are and are intended solely for the purpose of
defining the relative rights of the Junior Creditor, on the one hand, and the
Senior Creditor, on the other hand.
The Senior Creditor shall have no
obligation or duty to protect Junior Creditor's rights of subrogation arising
pursuant to this Agreement or under any applicable law, nor shall Senior
Creditor be liable for any loss to, or impairment of, any subrogation rights
held by the Junior Creditor.
16.
Conflict.
In the event of any conflict between any term, covenant
or condition of this Agreement and any term, covenant or condition of any of the
Junior Debt Documents, the provisions of this Agreement shall control and
govern.
17.
Headings.
The paragraph headings used in this Agreement are for
convenience only and shall not affect the interpretation of any of the
provisions hereof.
18.
Termination.
This Agreement shall terminate upon the indefeasible
payment in full in cash of the Senior Debt and the termination of all lending
commitments under the Senior Debt Documents.
19.
Applicable Law.
This Agreement shall be governed by and shall be
construed and enforced in accordance with the internal laws of the State of
Washington, without regard to conflicts of law principles.
20.
CONSENT TO JURISDICTION.
EACH PARTY HERETO HEREBY CONSENTS TO THE
JURISDICTION OF ANY COURT IN THE STATE OF WASHINGTON OR FEDERAL COURT LOCATED IN
THE STATE OF WASHINGTON AND IRREVOCABLY AGREES THAT, SUBJECT TO THE SENIOR
CREDITOR'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS.
EACH OF THE JUNIOR CREDITOR
AND EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.
EACH OF THE
JUNIOR CREDITOR AND EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON IT BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO THE JUNIOR
CREDITOR AND SUCH BORROWER AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THIS
AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE 10 DAYS AFTER THE SAME HAS BEEN
POSTED.
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21.
WAIVER OF JURY TRIAL.
THE JUNIOR CREDITOR, THE BORROWERS AND THE
SENIOR CREDITOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.
EACH OF
THE JUNIOR CREDITOR, EACH BORROWER AND THE SENIOR CREDITOR ACKNOWLEDGES THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL
CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.
EACH OF THE
JUNIOR CREDITOR, EACH BORROWER AND THE SENIOR CREDITOR WARRANTS AND REPRESENTS
THAT EACH HAS