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Priority and Subordination Agreement 23 Teanaway Court <br />d. By executing this Agreement, each Party hereby acknowledges and consents to <br />the execution of, and where appropriate, the recording of the Loan Documents <br />and the Restrictive Covenants by Partnership and the other Parties thereto. <br />Notwithstanding such consent, the terms hereof, the terms of the Loan <br />Documents, the terms of the Restrictive Covenants, and the acceptance by <br />Lenders of their respective liens and other rights and interests under these <br />documents, a Lender shall not, prior to any acquisition of title to the Property by <br />such Lender, be liable or responsible for any obligation of Partnership under any <br />such documents or of any “Owner” or “Borrower” as defined in any of the Loan <br />Documents or the Restrictive Covenants. <br />e. Each notice, request, demand, consent, approval or other communication <br />(collectively, “notices”, and singly, a “notice”) that is required or permitted to <br />be given pursuant to this Agreement shall be in writing and shall be deemed to <br />have been duly and sufficiently given if (i) personally delivered during normal <br />business hours with proof of delivery thereof (any notice so delivered shall be <br />deemed to have been received at the time so delivered), or (ii) sent by a national <br />overnight courier service (such as FedEx) designating next business day delivery <br />(any notice so delivered shall be deemed to have been received on the next <br />business day following receipt by the courier), or (c) sent by United States <br />registered or certified mail, return receipt requested, postage prepaid, at a post <br />office regularly maintained by the United States Postal Service (any notice so <br />sent shall be deemed to have been received on the date of delivery as confirmed <br />by the return receipt), addressed to the respective Parties as set forth on Schedule <br />A hereto or such other notice as a Party may provide by notice given pursuant <br />to this Section. No Party shall refuse or reject delivery of any notice given in <br />accordance with this Section. Any notice to Partnership shall also be effective <br />if made in accordance with any Loan Document signed by such Party, in <br />accordance with the terms of that Loan Document. <br />f. Nothing herein or in any of the Senior Loan Documents or Subordinate Loan <br />Documents shall be deemed to constitute any Lender as a joint venturer or <br />partner of any other Party. <br />g. This Agreement shall be governed by the laws of the State of Washington. <br />Venue for any action brought in respect of this Agreement shall be in the <br />Superior Court for Kittitas County, Washington. <br />h. If any one or more of the provisions contained in this Agreement, or any <br />application thereof, shall be invalid, illegal or unenforceable in any respect, the <br />validity, legality and enforceability of the remaining provisions contained <br />herein, and any other application thereof, shall not in any way be affected or <br />impaired thereby.