Exhibit 3.42
SEATTLE-FIRST NATIONAL BANK
SUBORDINATION AGREEMENT
The undersigned Creditor is now or in the future may become a Creditor
of (herein called Debtor).
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(Bank Customer)
Seattle-First National Bank (herein called Bank) is considering extending credit
to Debtor, but is unwilling to do so unless debts or obligations of Debtor to
Creditor be fully subordinated to the payment of Bank's loans and other
extensions of credit. Present indebtedness and obligations of Debtor to Creditor
are in the amount of $ and are represented or evidenced by:
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(State whether open account or describe any note, draft, lease or other evidence
of the subordinated debt or obligation.)
To induce the extension of credit by Bank to Debtor and in
consideration of such loans, leases or other credit as the same may be made, the
undersigned Creditor hereby agrees with Bank as follows:
1. Until Debtor has fully repaid to Bank any and all loans and
obligations now or hereafter owing by Debtor to Bank (and whether advanced now
or in the future and as the same may be modified, renewed or extended, and
including interest thereon and any charges or advances made or incurred by or
for Bank in connection with such loans and obligations) all debts and
obligations of Debtor to the undersigned Creditor whether now or hereafter
owing, and including interest upon such debts and obligations, are fully
subordinated to the repayment of Debtor's loans and obligations now or hereafter
owing to Bank. This agreement is not terminated or affected by any intervening
temporary "clean up" of Debtors obligation to Bank.
2. Except as specifically authorized in writing by bank, the
undersigned Creditor will not accept from Debtor any payment upon any such debts
or obligations hereby subordinated, or interest thereon. If any such payments be
received or come into the possession of Creditor, Creditor will forthwith pay
such sums to Bank. If Creditor receives any payment or other distribution from
Debtor's decedent or insolvent estate or otherwise with respect to the
subordinated indebtedness and obligations, the proceeds thereof will be
forthwith paid to Bank.
3. This Subordination Agreement shall constitute an assignment to Bank
of all rights of the undersigned in and to all distributions in any bankruptcy
or insolvency, probate or intestacy proceeding with respect to the obligations
hereby subordinated and any such distributions shall be forthwith paid to Bank.
Creditor agrees to refrain from any act which is in any way inconsistent with or
derogatory to this agreement or to the rights of Bank hereunder and Creditor
agrees to do any further acts necessary or convenient to giving effect to the
agreement.
4. The Creditor hereby assigns to Bank any security interests,
mortgages, deeds of trust, liens, or other encumbrances Creditor may now have or
which it may hereafter acquire in any property of the Debtor, either real or
personal, and which secures any of the debts or obligations subordinated hereby.
The Creditor further agrees that such security interests, mortgages, deeds of
trust, liens and other encumbrances are junior to any security interests,
mortgages, deeds of trust, liens and other encumbrances now held or hereafter
taken by Bank in Debtor's property.
5. The Bank has the right to require that the Creditor deposit with and
transfer to Bank all promissory notes, leases or other evidence of Debtor's
indebtedness and obligations to Creditor which are subordinated hereby, endorsed
in blank or to order of Bank (and agrees if demanded by Bank, so to deposit any
future evidence of Debtor's indebtedness and obligations to Creditor) (and if
the subordinated indebtedness or obligation be an open account, not evidenced by
written instrument. Creditor hereby assigns and transfers said account to Bank)
with full authority to Bank at any time or from time to time as Bank may
determine to undertake the collection thereof in the name of Bank or of Creditor
by the institution of litigation, filing of claim or claims, or otherwise, to
receive any sum or sums thus collected and to give valid acquittances therefor,
applying any such sum thus collected first to the expenses of collection
including a reasonable attorney's fee, second to the reduction of indebtedness
and obligations then owing to Bank to which the payment of the debt or
obligation thus collected in whole or in part is subordinated hereby, any excess
to be delivered to or held for the benefit of Creditor.
6. This agreement is for the benefit of Bank, its successors and
assigns, and shall bind the undersigned Creditor and its heirs, personal
representatives, successors and assigns. No notice is required by Bank of its
acceptance of this agreement nor of the granting of loan or loans to Debtor in
reliance hereon.
7. Creditor is financially interested in Debtor or will receive other
benefits as a result of any extensions of loans, leases or other credit by Bank
to Debtor. If Creditor is married, Creditor's marital community is financially
interested in Debtor or will receive other benefits as a result of any extension
of loans, leases or other credit by Bank to Debtor.
EXECUTED at , ,19
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Name of Creditor
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AUTHORIZED SIGNATURE
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TITLE
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The foregoing instrument is hereby approved and accepted by the
undersigned Debtor therein referred to, and in consideration of the execution
and acceptance thereof said Debtor, with and for the benefit of each of the
parties thereto, agrees not to make any payment in violation thereof and waives
the defense of the statute of limitations in any action brought to enforce or
relating to any indebtedness or obligation which be said instrument is
subordinated to the rights of said Bank.
Dated , 19
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NAME OF DEBTOR
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AUTHORIZED SIGNATURE TITLE
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