OPERATE AS
A WAIVER THEREOF, NOR WILL ANY SINGLE OR PARTIAL EXERCISE BY THE ADMINISTRATIVE
AGENT OR THE LENDER OF ANY RIGHT PRECLUDE ANY OTHER OR FUTURE EXERCISE THEREOF
OR THE EXERCISE OF ANY OTHER RIGHT.
SECTION 11.07
NOTICES.
(A)
ANY COMMUNICATION, DEMAND OR NOTICE TO BE
GIVEN HEREUNDER WILL BE DULY GIVEN WHEN DELIVERED IN WRITING OR BY TELECOPY TO A
PARTY AT ITS ADDRESS AS INDICATED BELOW OR SUCH OTHER ADDRESS AS SUCH PARTY MAY
SPECIFY IN A NOTICE TO EACH OTHER PARTY HERETO.
A COMMUNICATION, DEMAND OR
NOTICE GIVEN PURSUANT TO THIS SECTION 11.07 SHALL BE ADDRESSED:
If to the Borrower, at
Sterling Financial Corporation
111 North Wall Street
Spokane, WA
99201
Telecopy:
509-624-6233
Attention:
Chief Financial Officer
47
with a copy to:
Witherspoon, Kelley, Davenport & Toole, P.S.
1100 U.S. Bank Building
422 West Riverside Avenue
Spokane, WA
99201
Telecopy:
509-458-2728
Attention: Andrew J. Schultheis, Esq.
If a Borrowing Request or in connection with any interest payment, then to the
Administrative Agent or Collateral Agent at
Bank of Scotland
565 Fifth Avenue
New York, New York
10017
Telecopy:
212-479-2807
Attention:
Shirley Vargas
If any other communication, then to the Administrative Agent or Collateral Agent
at
Bank of Scotland
565 Fifth Avenue
New York, New York
10017
Telecopy:
212-479-2807
Attention:
Shirley Vargas
with copy to:
Bank of Scotland
1420 5th Avenue, Suite 1475
Seattle, WA
98101
Telecopy:
206-343-4896
Attention:
Roderic Davis
If to the Lender, at :
Bank of Scotland
1420 5th Avenue, Suite 1475
Seattle, WA
98101
Telecopy:
206-343-4896
Attention:
Roderic Davis
This Section 11.07 shall not apply to notices referred to in Article II of this
Agreement, except to the extent set forth therein.
48
(B)
UNLESS OTHERWISE PROVIDED TO THE CONTRARY HEREIN, ANY NOTICE WHICH
IS REQUIRED TO BE GIVEN IN WRITING PURSUANT TO THE TERMS OF THIS AGREEMENT MAY
BE GIVEN BY TELECOPY.
SECTION 11.08
CERTAIN ACKNOWLEDGMENTS.
THE BORROWER HEREBY CONFIRMS AND
ACKNOWLEDGES THAT (A) NEITHER THE ADMINISTRATIVE AGENT NOR THE LENDER HAS ANY
FIDUCIARY OR SIMILAR RELATIONSHIP TO THE BORROWER AND THAT THE RELATIONSHIP
ESTABLISHED BY THE CREDIT DOCUMENTS BETWEEN THE ADMINISTRATIVE AGENT AND THE
LENDER, ON THE ONE HAND, AND THE BORROWER, ON THE OTHER HAND, IS SOLELY THAT OF
CREDITOR AND DEBTOR AND (B) THAT NO JOINT VENTURE EXISTS BETWEEN THE BORROWER
AND THE LENDER.
SECTION 11.09
SEPARABILITY.
IN CASE ANY ONE OR MORE OF THE PROVISIONS
CONTAINED IN ANY CREDIT DOCUMENT SHALL BE INVALID, ILLEGAL OR UNENFORCEABLE IN
ANY RESPECT UNDER ANY LAW, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE
REMAINING PROVISIONS CONTAINED HEREIN OR IN ANY OTHER CREDIT DOCUMENT SHALL NOT
IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
SECTION 11.10
PARTIES IN INTEREST.
THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE
LENDER AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT THE BORROWER MAY
NOT ASSIGN ANY OF ITS RIGHTS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
LENDER, AND ANY PURPORTED ASSIGNMENT BY THE