GUARANTY AND LIMITED INDEMNITY AGREEMENT
from
DANIEL R. BATY
as Guarantor,
and
DEUTSCHE BANK AG, NEW YORK BRANCH
as Lender
Dated as of June 30, 1998
GUARANTY AND LIMITED INDEMNITY AGREEMENT
THIS GUARANTY AND LIMITED INDEMNITY AGREEMENT (this "Guaranty"),
made as of the 30th day of June,1998, by DANIEL R. BATY, an
individual, having an address c/o Columbia Pacific, 3131 Elliott
Avenue, Suite 500, Seattle, Washington 98121 (the
"Guarantor"), in favor of DEUTSCHE BANK AG, a bank chartered under
the laws of the Federal Republic of Germany, acting by and through
its New York Branch, having an address at 31 East 52nd Street,
23rd Floor, New York, New York 10019 ("Lender").
WITNES SETH:
WHEREAS, COOPER GEORGE PARTNERS LIMITED PARTNERSHIP ("Borrower")
concurrently herewith is obtaining a loan in the principal amount
of NINE MILLION SEVEN HUNDRED SIXTY-FIVE THOUSAND AND NO/100
DOLLARS ($9,765,000.00) (the "Loan") from Lender pursuant to the
terms and conditions of that certain Credit Agreement, dated of
even date hereof, between Borrower and Lender (the "Credit
Agreement"; capitalized terms not otherwise defined herein shall
have the meaning ascribed to such term in the Credit Agreement);
WHEREAS, the Loan is evidenced by that certain Promissory Note
(the "Note"), dated of even date hereof by Borrower and payable to
the order of Lender in the stated principal amount of the original
amount of the Loan and shall be secured, inter alia, by (1) that
certain Mortgage, Open-End Mortgage, Advance Money Mortgage, Trust
Deed, Deed of Trust, Trust Indenture, Assignment, Assignment of
Rent, Security Agreement, including Fixture Filing and Financing
Statement made by Borrower in favor of Lender (the "Mortgage") and
(2) that certain Security Agreement from Borrower in favor Lender
(the "Security Agreement"). The Credit Agreement, the Note, the
Mortgage, the Security Agreement and the other documents and
instruments evidencing, securing or otherwise related to the Loan,
as the same may from time to time be amended, extended,
consolidated, renewed or replaced are collectively referred to
herein as the "Loan Documents"; and
WHEREAS, as a condition to entering into the Credit Agreement with
Borrower, Lender has required that the Guarantor indemnify Lender
from and against, and guarantee payment to Lender of, certain
Costs (as hereinafter defined) and the Guaranteed Obligations (as
hereinafter defined) relating to the Loan as set forth herein; and
WHEREAS, the Guarantor owns an indirect beneficial interest in
Borrower, and the Guarantor will derive substantial economic
benefit from Lender making the Loan to Borrower, and, therefore,
the Guarantor has agreed to indemnify Lender from and against and
guaranty payment to Lender of the Costs and the Guaranteed
Obligations relating to the Loan as set forth herein.
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NOW, THEREFORE, to induce Lender to extend the Loan to Borrower
and in consideration of the foregoing premises and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Guarantor hereby covenants and
agrees for the benefit of Lender, as follows:
1. Guaranteed Obligations.
(a) The Guarantor absolutely and unconditionally guarantees to
Lender the punctual and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise), of
the principal of, and accrued and unpaid interest on, each Loan
made pursuant to the Credit Agreement. (The obligations described
in this clause (a) are referred to herein as the "Guaranteed
Obligations").
(b) Anything to the contrary provided in this Guaranty
notwithstanding, the liability of the Guarantor under clause (a)
above, shall not be reduced by any prepayment or repayment of
principal or any payment of interest, as the case may be, due
under the Note by or on behalf of Borrower other than a payment
pursuant to this Guaranty following a written demand by Lender
pursuant to subsection 1(c) hereof.
(c) If Borrower shall fail to pay when due any required payment of
principal or interest on the Note, as the case may be, Lender may,
subject only to the express limitations set forth in this
Guaranty, call upon the Guarantor to pay the unpaid amount. The
Guarantor shall, upon demand, immediately pay such unpaid amount
to Lender.
2. Indemnification by the Guarantor. The Guarantor hereby
assumes liability for, guarantees payment to Lender of, agrees to
pay, protect, defend and save Lender harmless and indemnify Lender
from and against, any and all liabilities, obligations, losses,
damages, costs and expenses (including, without limitation,
reasonable attorneys' fees, costs and disbursements, causes of
action, suits, claims, losses (including, without limitation, any
diminution in the value of the security afforded by the property
mortgaged by the Mortgage by reason of any of the following
occurrences), demands and judgments of any nature or description
whatsoever (collectively, "Costs")), which may at any time be
imposed upon, incurred by or awarded against Lender resulting
from:
a) any fraud or misrepresentation committed by Borrower or any
of its Affiliates;
b) any intentional and material breach of Borrower's covenants set
forth in the Mortgage;
c) any action or inaction taken or omitted in bad faith by
Borrower or any of its Affiliates;
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d) any interference by Borrower or any of its Affiliates with
Lender's exercise of its remedies under the Loan Documents
following an occurrence of an Event of Default;
e) any impairment by Borrower or any of its Affiliates of the
value of any material portion of the Collateral for each Loan;
any failure of any Guaranteed Obligations to be the legal, valid
and binding obligations of Borrower enforceable against Borrower
in accordance with its terms, except as enforcement may be limited
by bankruptcy, insolvency or other similar Laws affecting the
rights of creditors generally; or
(g) any failure of Borrower to pay and perform any Guaranteed
Obligations in accordance with the terms of such Guaranteed
Obligations.
3. Indemnification Procedures.
(a) If any action shall be brought against Lender based upon any
of the matters for which Lender is indemnified hereunder, Lender
shall notify the Guarantor in writing thereof and the Guarantor
shall promptly assume the defense thereof, including, without
limitation, the employment of counsel reasonably acceptable to
Lender and the negotiation of any settlement; provided, however,
that any failure of Lender to notify the Guarantor of such matter
shall not impair or reduce the obligations of the Guarantor
hereunder. Lender shall have the right, at the expense of the
Guarantor (which expense shall be included in Costs), to employ
separate counsel in any such action and to participate in the
defense thereof. In the event the Guarantor shall fail to
discharge or undertake to defend Lender against any claim, loss or
liability for which Lender is indemnified hereunder, such failure
shall constitute an Event of Default and Lender may, at its sole
option and election, defend or settle such claim, loss or
liability. The liability of the Guarantor to Lender hereunder
shall be conclusively established by such settlement, provided
such settlement is made in good faith, the amount of such
liability to include both the settlement consideration and the
costs and expenses, including, without limitation, attorneys' fees
and disbursements, incurred by Lender in effecting such
settlement. In such event, such settlement consideration, costs
and expenses shall be included in Costs and the Guarantor shall
pay the same as hereinafter provided. Lender's good faith in any
such settlement shall be conclusively established if the
settlement is made on the advice of independent legal counsel for
Lender.
(b) The Guarantor shall not, without the prior written consent of
Lender, (i) settle or compromise any action, suit, proceeding or
claim or consent to the entry of any judgment that does not
include as an unconditional term thereof the delivery by the
claimant or plaintiff to Lender of a full and complete written
release of Lender (in form, scope and substance
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satisfactory to Lender in its sole discretion) from all liability
in respect of such action, suit, proceeding or claim and a
dismissal with prejudice of such action, suit, proceeding or
claim; or (ii) settle or compromise any action, suit, proceeding
or claim in any manner that may adversely affect Lender or
obligate Lender to pay any sum or perform any obligation as
determined by Lender in its sole discretion.
(c) All Costs shall be immediately reimbursable to Lender when and
as incurred and, in the event of any litigation, claim or other
proceeding, without any requirement of waiting for the ultimate
outcome of such litigation, claim or other proceeding, and the
Guarantor shall pay to Lender any and all Costs within ten (10)
days after written notice from Lender itemizing the amounts
thereof incurred to the date of such notice. In addition to any
other remedy available for the failure of the Guarantor to
periodically pay such Costs, if not paid within said ten-day
period, shall bear interest at the Default Rate from the date
incurred until the date they are paid in full.
4. Reinstatement of Obligations. If at any time all or any part of
any payment made by the Guarantor or received by Lender from the
Guarantor under or with respect to this Guaranty is or must be
rescinded or returned for any reason whatsoever (including but not
limited to, the insolvency, bankruptcy or reorganization of the
Guarantor or Borrower), then the obligations of the Guarantor
hereunder shall, to the extent of the payment rescinded or
returned, be deemed to have continued in existence notwithstanding
such previous payment made by the Guarantor, or receipt of payment
by Lender, and the obligations of the Guarantor hereunder shall
continue to be effective or be reinstated, as the case may be, as
to such payment, all as though such previous payment by the
Guarantor had never been made.
5. Guaranty Absolute. The Credit Agreement shall conclusively be
deemed to have been entered into by Lender and the Loan funded in
reliance upon this Guaranty and all dealings and Loan Documents
executed hereafter between Borrower and Lender shall likewise be
conclusively presumed to have been undertaken or consummated in
reliance upon this Guaranty. This Guaranty shall, subject to the
terms hereof, be construed as a continuing, absolute and
unconditional guaranty of payment. The liability of the Guarantor
under this Guaranty shall be absolute and unconditional
irrespective of.. (a) any lack of genuineness, regularity,
legality, validity or enforceability of any of the Loan Documents,
(b) any change in the time, manner or place of payment of any
amount payable under any of the Loan Documents, or in any other
term of any of the Loan Documents, including, but not limited to,
any increase or decrease in the rate of interest thereon, or any
other amendment or waiver or consent to departure from any of the
Loan Documents including, without limiting the generality of the
foregoing, the waiver of any default thereunder or the making of
any arrangement with, or the accepting of any compromise or
settlement from, Borrower or any other person or entity liable in
respect of any amount payable under any of the Loan Documents, (c)
any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any
other
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guaranty securing any part of the indebtedness of the Loans, (d)
any act, omission, circumstance or occurrence that might otherwise
vary the risk of the Guarantor or any of them or be deemed a legal
or equitable discharge of the Guarantor or which might otherwise
constitute a defense available to Borrowers or the Guarantor or
(e) any dealings or transactions between Lender or Borrower or any
other person or entity liable in respect of the indebtedness of
the Loan.
Without limiting the generality of the foregoing and subject to
the terms hereof, the Guarantor's liability under this Guaranty
shall, subject to the terms hereof, be absolute and unconditional
irrespective of any right of set-off or counterclaim which
Borrower or the Guarantor may from time to time have in respect of
any moneys or liabilities owing by, or any claims against, Lender
and the Guarantor irrevocably waive any defense or claim based
upon any such right of set-off or counterclaim. This Guaranty
shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the indebtedness of any
of the Loans is rescinded or must otherwise be returned by Lender
upon the insolvency, bankruptcy or reorganization of Borrower or
otherwise, all as though such payment had not been made.
6. Waiver. The Guarantor hereby waives protest, promptness,
diligence, notice of acceptance, demand for payment and notice of
default or non-payment in respect of the Credit Agreement and any
of the Loan Documents and waives all other notices of every kind
and description with respect to any of the Loans now or hereafter
provided by any statute or rule of law. The Guarantor hereby
waives any requirement that Lender protect, secure, perfect or
insure any security interest or lien or any property subject
thereto or exhaust any right or take any action against Borrower,
against the Guarantor hereunder or the against Guarantor or any
other person, entity or any collateral. The Guarantor hereby
waives, to the fullest extent permitted by applicable law, the
benefit of any statute of limitations which may affect its
liability hereunder or the enforcement hereof. Any payment by
Borrower or other circumstance that operates to toll any statute
of limitations as to Borrower shall operate to toll the statute of
limitations as to the Guarantor.
7. Nature of Guaranty. This Guaranty is a guaranty of payment
and performance and not of collection, is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in
the future, including (a) interest and other Guaranteed
Obligations arising or accruing after bankruptcy of any Loan Party
or any sale or other disposition of any Collateral, and (b) any
Guaranteed Obligations that survive repayment of the Loan. This
Guaranty and any Security for this Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time any
payment or performance of any Guaranteed Obligations is rescinded
or must otherwise be returned by Lender or any other person upon
the bankruptcy, insolvency or reorganization of any Loan Party or
otherwise, all as though such payment or performance had not
occurred. The Guarantor shall have no authority to revoke this
Guaranty, but if any such revocation shall be deemed to have
occurred by operation of law or otherwise, the provisions of this
Guaranty shall continue to apply notwithstanding such revocation.
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8. Obligations Independent. The obligations of the Guarantor
under this Guaranty are independent of the obligations of any
other Loan Party under the Loan Documents (such obligations of any
other Loan Party, including Borrower's obligations in respect of
the Guaranteed Obligations, being referred to in this Guaranty as
the "Other Obligations") and any security, and the enforceability
of any security for this Guaranty is likewise independent of any
such Other Obligations and any other security. Lender may bring
action against the Guarantor and otherwise enforce this Guaranty
without bringing action against any other Loan Party or joining
any other Loan Party in any action against the Guarantor, and
otherwise independently of any other remedy at law or in equity
that may be available to Lender at any time with respect to any
Other Obligations or security. The Guarantor waives any right to
require Lender at any time to proceed against any other Loan
Party, or otherwise enforce, proceed against or exhaust any Other
Obligations or pursue any other remedy in Lender's power.
9. Full Recourse. Notwithstanding any provisions of any other Loan
Document to the contrary, all of the terms and provisions of this
Guaranty are recourse obligations of the Guarantor and not
restricted by any limitation on personal liability.
10. Survival. To the fullest extent permitted by law, this
Guaranty shall be deemed to be continuing in nature and shall
remain in full force and effect and shall survive the exercise of
any remedy by Lender under the Credit Agreement or any of the
other Loan Documents, including, without limitation, any
foreclosure or deed in lieu thereof, even if, as a part of such
remedy, the Loan is paid or satisfied in full.
11. Waiver of Subrogation. Until such time as the Loan is paid in
full, the Guarantor hereby irrevocably waives all rights of
subrogation and any other claims that they may now or hereafter
acquire against Borrower or any insider that arise from the
existence, payment, performance or enforcement of the Guarantor's
obligations under this Guaranty, including, without limitation,
any right of reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or
remedy of Lender against Borrower or any insider, whether or not
such claim, remedy or right arises in equity or under contract,
statute or common law, including, without limitation, the right to
take or receive from Borrower or any insider, directly or
indirectly, in cash or other property or by set-off or in any
other manner, payment or security on account of such claim, remedy
or right. If any amount shall be paid to the Guarantor in
violation of the foregoing at any time prior to the indefeasible
cash payment of the Loan, such amount shall be held in trust for
the benefit of Lender and shall forthwith be paid to Lender to be
credited and applied to all amounts payable under this Guaranty or
to be held as collateral for any amounts payable under this
Guaranty thereafter arising. The Guarantor acknowledges that they
have and will receive direct and indirect benefits from the
financing arrangements contemplated by the Loan Documents and that
the waiver set forth in this Section 11 is knowingly made in
contemplation of such benefits.
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12. Reservation of Rights. Nothing contained in this Guaranty
shall prevent or in any way diminish or interfere with any rights
or remedies, including, without limitation, the right to
contribution, which Lender may have against Borrower, the
Guarantor or any other party under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (codified at
Title 42 U.S.C. 9601 et sea.), as it may be amended from time to
time, or any other applicable federal, state or local laws, all
such rights being hereby expressly reserved.
13. Rights Cumulative; Payments. Lender's rights under this
Guaranty shall be in addition to all rights of Lender under the
Credit Agreement and the other Loan Documents. TO THE EXTENT THAT
PAYMENTS ARE MADE HEREUNDER BY THE GUARANTOR WITH RESPECT TO
OBLIGATIONS AND LIABILITIES FOR WHICH BORROWER IS NOT LIABLE UNDER
THE NOTE, THE MORTGAGE, THE CREDIT AGREEMENT OR THE OTHER LOAN
DOCUMENTS, SUCH PAYMENTS MADE BY THE GUARANTOR UNDER THIS GUARANTY
SHALL NOT REDUCE IN ANY RESPECT SUCH BORROWER'S OBLIGATIONS AND
LIABILITIES UNDER THE NOTE, THE MORTGAGE, THE CREDIT AGREEMENT OR
THE OTHER LOAN DOCUMENTS, AND TO THE EXTENT THAT PAYMENTS ARE MADE
HEREUNDER BY THE GUARANTOR WITH RESPECT TO OBLIGATIONS AND
LIABILITIES FOR WHICH BORROWER IS LIABLE UNDER THE NOTE, THE
MORTGAGE, THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS, SUCH
PAYMENTS SHALL BE APPLIED FIRST TO THOSE OBLIGATIONS AND
LIABILITIES ARISING UNDER THE NOTE, THE MORTGAGE AND THE OTHER
LOAN DOCUMENTS WITH RESPECT TO WHICH
BORROWER IS NOT PERSONALLY LIABLE.
14. No Limitation on Liability. The Guarantor hereby consents and
agrees that
Lender may at any time and from time to time without further
consent from the Guarantor do any of the following events, and the
liability of the Guarantor under this Guaranty shall be
unconditional and absolute and shall in no way be impaired or
limited by any of the following events, whether occurring with or
without notice to the Guarantor or with or without consideration:
(i) any extensions of time for performance required by any of the
Loan Documents or otherwise granted by Lender or extension or
renewal of the Note; (ii) any sale, assignment or foreclosure of
the Note, Mortgage or any of the other Loan Documents or any sale
or transfer of the property referenced in such Loan Documents;
(iii) any change in the composition of Borrower, including,
without limitation, the withdrawal or removal of the Guarantor
from any current or future position of ownership, management or
control of Borrower; (iv) the accuracy or inaccuracy of the
representations and warranties made by the Guarantor herein or by
Borrower in any of the Loan Documents; (v) the release of any
Borrower or of other person or entity from performance or
observance of any of the agreements, covenants, terms or
conditions contained in any of the Loan Documents by operation of
law, Lender's voluntary act or otherwise; (vi) the release or
substitution in whole or in part of any security for any of the
Loan; (vii) Lender's
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failure to record the Mortgage or to file any financing statement
(or Lender's improper recording or filing thereof or to otherwise
perfect, protect, secure or insure any lien or security interest
given as security for the Loan; (viii) the modification of the
terms of any one or more of the Loan Documents; or (ix) the taking
or failure to take any action of any type whatsoever. No such
action which Lender shall take or fail to take in connection with
any of the Loan Documents or any collateral for the Loan, nor any
course or dealing with Borrower or any other person, shall limit,
impair or release the Guarantor's obligations hereunder, affect
this Guaranty in any way or afford the Guarantor any recourse
against Lender. Nothing contained in this Section shall be
construed to require Lender to take or refrain from taking any
action referred to herein.
15. Enforcement. This Guaranty is subject to enforcement at law or
in equity, including actions for damages or specific performance.
16. Attorneys' Fees. In the event it is necessary for Lender to
retain the services of an attorney or any other consultants in
order to enforce this Guaranty, or any portion thereof, the
Guarantor agrees to pay to Lender any and all costs and expenses,
including, without limitation, reasonable attorneys' fees, costs
and disbursements, incurred by Lender as a result thereof and such
costs, fees and expenses shall be included in Costs.
17. Successive Actions. A separate right of action hereunder shall
arise each time Lender acquires knowledge of any matter
indemnified or guaranteed by the Guarantor under this Guaranty.
Separate and successive actions may be brought hereunder to
enforce any of the provisions hereof at any time and from time to
time. No action hereunder shall preclude any subsequent action,
and the Guarantor hereby waives and covenants not to assert any
defense in the nature of splitting of causes of action or merger
of judgments.
18. Reliance. Lender would not enter into the Credit Agreement
without the Guarantor entering into this Guaranty. Accordingly,
the Guarantor intentionally and unconditionally enters into the
covenants and agreements as set forth above and understands that,
in reliance upon and in consideration of such covenants and
agreements, the Credit Agreement shall be executed and, as part
and parcel thereof, specific monetary and other obligations have
been, are being and shall be entered into which would not be made
or entered into but for such reliance.
19. Waiver by the Guarantor. The Guarantor covenants and agrees
that, upon the commencement of a voluntary or involuntary
bankruptcy proceeding by or against Borrower, the Guarantor shall
not seek or cause Borrower or any other person or entity to seek a
supplemental stay or other relief, whether injunctive or
otherwise, pursuant to I 1 U.S.C. Section 105 or any other
provision of the Bankruptcy Reform Act of 1978, as amended, or any
other debtor relief law, (whether statutory, common law, case law
or otherwise) of any jurisdiction whatsoever, now or hereafter in
effect, which may be or become applicable, to stay, interdict,
condition, reduce or
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inhibit the ability of Lender to enforce any rights of Lender
against the Guarantor or the collateral for the Loan by virtue of
this Guaranty or otherwise.
20. Governing Law. This Guaranty shall be governed by, and
construed in accordance with, the laws of the State of Washington,
and is a "commercial law" as defined in RCW chapter 61.24, as
amended by chapter 295, Laws of 1998.
Remedies. The obligations of the Guarantor under this Guaranty are
independent of Borrower's obligations under the Loan Documents,
and a separate action or actions may be brought and prosecuted
against the Guarantor to enforce this Guaranty, irrespective of
whether any action is brought against Borrower or whether Borrower
is joined in any such action or actions. Any one or more
successive and/or concurrent actions may be brought hereon against
the Guarantor either in the same action, if any, brought against
Borrower or in separate actions, as often as Lender, in its sole
discretion, may deem advisable.
22. Certified Statement. The Guarantor and the Lender each agree
that they will, at any time and from time to time, within ten (10)
days following the reasonable request of the other, execute and
deliver to the other a statement certifying that this Guaranty is
unmodified and in full force and effect (or if modified, that the
same is in full force and effect as modified and stating such
modifications).
23. Separate Guaranty. The Guarantor agrees that they shall, at
the request of Lender, promptly execute, acknowledge and deliver a
specific guaranty for the Loan, which guaranty shall be in the
same form and nature as this Guaranty.
24. Notices. All notices and other communications which may be or
are desired to be given hereunder shall be in writing and, if to
the Guarantor, sent by recognized overnight courier or by
certified or registered mail, postage prepaid, return receipt
requested, or delivered to it, addressed to it at the address
first set forth above and if to Lender, mailed or delivered as
provided in Section 10.02 of the Credit Agreement, or as to each
party at such other address as shall be designated by such party
in a written notice to each other party complying as to delivery
with the terms of this Section. All such communications shall be
deemed to be given (i) if hand delivered or sent by overnight
courier, on the day received, or (ii) if mailed, on the third
(3rd) Business Day following deposit thereof in the U.S. Mail.
25. Continuing Agreement; Successors and Assigns. This Guaranty is
a continuing obligation of the Guarantor and shall (i) remain in
full force and effect until the payment in full of the Loan and
all amounts payable under this Guaranty, (ii) be binding upon the
Guarantor and their respective successors and assigns and (iii)
inure to the benefit of and be enforceable by Lender and its
successors, transferees and assigns or by any person to whom
Lender's interest in the Loan Documents may be assigned.
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26. Certain Notices. Lender shall endeavor to give notice to the
Guarantor of any amendment or modification of the Loan Documents;
provided, however, that failure to provide any such notice shall
in no manner adversely affect the rights and remedies of Lender
hereunder and under the Loan Documents or in any manner limit the
waivers made by the Guarantor under Section 6.
27. Waivers and Amendments. No supplement to, modification or
amendment of, or waiver, consent or approval under, any provision
of this Guaranty shall be effective unless in writing and signed
by Lender, and any waiver, consent or approval shall be effective
only in the specific instance and for the specific purpose for
which given.
28. Waiver of Jury Trial. Lender and the Guarantor waive trial by
jury in any action or other proceeding (including counterclaims),
whether at law or equity, brought by Lender or the Guarantor
against the other on matters arising out of or in any way related
to or connected with this Guaranty, the other Loan Documents, the
Loan or any transaction contemplated by, or the relationship
between Lender and the Guarantor or any other Loan Party or any
action or inaction by any party under, any of the Loan Documents.
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IN WITNESS WHEREOF, the Guarantor has executed this Guaranty as a
sealed instrument as of the day and year first above written.
PLEASE BE ADVISED THAT ORAL
AGREEMENTS OR ORAL COMMITMENTS TO
LOAN MONE,. EXTEND CREDIT OR
FORBEAR FROM ENFORCING REPAYMENT
OF A DEBT ARE NOT ENFORCEABLE
UNDER WASHINGTON LAW.
/s/: Daniel R. Baty
Name: Daniel R. Baty
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