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3. Miscellaneous. <br />(a) Entire Agreement. This Agreement shall be the whole and only <br />agreement between the parties hereto with regard to the subordination of the lien of the City Deed <br />of Trust and shall supersede and cancel any prior agreements as to such subordination. <br />(b) Applicable Law. This Agreement shall be governed by and construed <br />in accordance with the laws of the State of Washington without any recourse to any principles of <br />conflicts of laws. <br />(c) Successors. This Agreement binds the parties hereto and their <br />respective successors and assigns. <br />(d) Amendment. This Agreement may be amended only by a writing <br />signed by the parties hereto, but this clause shall not impair the validity of any further agreements <br />among fewer than all of the parties hereto as among themselves. <br />(e) Counterparts. This Agreement may be executed in any number of <br />counterparts, all of which taken together shall constitute one and the same instrument and <br />whether or not all parties execute each counterpart. <br />[Signatures on Following Pages] <br />Subordination Agreement <br />Page3of8 <br />