EX 10.79.2
NOTICE AND AGREEMENT
EMERITUS CORPORATION LOAN TO AURORA BAY
INVESTMENTS, L.L.C.
Reference is made to the following documents (the
"Loan Documents"), all dated to be effective as of the
date hereof and executed in connection with a loan of
up to $5 million from Emeritus Corporation ("Lender")
to Aurora Bay Investments, L.L.C. ("Borrower"):
1. Convertible Promissory Note in the principal
amount of $5 million executed by Xxxxxxxx in favor of
Xxxxxx.
2. Credit Agreement between Lender and Borrower.
3. Guaranty in favor of Xxxxxx executed by Xxxxx
Xxxx, Xxxxx Xxxxxxxxx I, L.L.C., and Xxxxx X.
Xxxxxxxxx.
4. Guarantor Pledge and Security Agreements in
favor of Xxxxxx executed by Xxxxx Xxxx, Xxxxx Xxxxxxxxx
X, L.L.C., and Xxxxx X. Xxxxxxxxx.
5. Financing Statements.
Xxxxxxxx, Xxxxxx and Guarantors take notice of and
agree to the following:
1. PURSUANT TO SUBSECTION 26.02(b) OF THE TEXAS
BUSINESS AND COMMERCE CODE, A LOAN AGREEMENT IN WHICH
THE AMOUNT INVOLVED THEREIN EXCEEDS $50,000 IN VALUE IS
NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND
SIGNED BY THE PARTY TO BE BOUND OR BY THAT PARTY'S
AUTHORIZED REPRESENTATIVE.
2. PURSUANT TO SUBSECTION 26.02(c) OF THE TEXAS
BUSINESS AND COMMERCE CODE, THE RIGHTS AND OBLIGATIONS
OF THE PARTIES TO THE LOAN DOCUMENTS SHALL BE
DETERMINED SOLELY FROM THE LOAN DOCUMENTS, AND ANY
PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE
SUPERSEDED BY AND MERGED INTO THE LOAN DOCUMENTS.
3. THE LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES THERETO AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES THERETO.
THERE ARE NO WRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
4. NOTHING IN THIS NOTICE AND AGREEMENT IS,
HOWEVER, TO BE CONSTRUED TO MAKE ANY OF THE LOAN
DOCUMENTS GOVERNED BY AND SUBJECT TO TEXAS LAW, BUT
EACH OF SUCH LOAN DOCUMENTS IS TO BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
WASHINGTON, WITHOUT REGARD TO THE CHOICE OF LAW RULES
THEREOF.
IN WITNESS WHEREOF, this Notice and Agreement is
executed by the undersigned parties as of January __,
1998.
BORROWER:
AURORA BAY INVESTMENTS,
L.L.C., a Washington
limited liability company
By: /s/ Xxxxx X.
Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx,
Manager
LENDER:
EMERITUS CORPORATION, a
Washington corporation
By: /s/ Xxxxxxxx X.
Xxxxxxxx
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Its: V.P. New Business
Development
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