10.
BINDING EFFECT; SEVERAL AGREEMENT; SUCCESSORS AND ASSIGNS.
(A)
THIS AGREEMENT SHALL BECOME EFFECTIVE AS TO ANY GUARANTOR WHEN A
COUNTERPART HEREOF EXECUTED ON BEHALF OF SUCH GUARANTOR SHALL HAVE BEEN
DELIVERED TO THE AGENTS AND A COUNTERPART HEREOF (INCLUDING A FACSIMILE COPY)
SHALL HAVE BEEN EXECUTED ON BEHALF OF THE AGENTS, AND THEREAFTER SHALL BE
BINDING UPON SUCH GUARANTOR AND THE AGENTS AND THEIR RESPECTIVE PERMITTED
3
SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF SUCH GUARANTOR, THE
AGENTS AND THE OTHER SECURED PARTIES AND THEIR RESPECTIVE PERMITTED SUCCESSORS
AND ASSIGNS, EXCEPT THAT NO GUARANTOR SHALL HAVE THE RIGHT TO ASSIGN OR TRANSFER
ITS RIGHTS OR OBLIGATIONS HEREUNDER OR ANY INTEREST HEREIN (AND ANY SUCH
ATTEMPTED ASSIGNMENT OR TRANSFER SHALL BE VOID) EXCEPT AS EXPRESSLY PERMITTED BY
EACH OF THE OTHER LOAN DOCUMENTS.
(B)
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE
AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE
NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE
BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED TO
BE ENFORCEABLE.
(C)
THIS AGREEMENT SHALL BE CONSTRUED AS A SEPARATE AGREEMENT WITH
RESPECT TO EACH GUARANTOR AND MAY BE AMENDED, MODIFIED, SUPPLEMENTED, WAIVED OR
RELEASED WITH RESPECT TO ANY GUARANTOR WITHOUT THE APPROVAL OF ANY OTHER
GUARANTOR AND WITHOUT AFFECTING THE OBLIGATIONS OF ANY OTHER GUARANTOR
HEREUNDER.
(D)
WHENEVER IN THIS AGREEMENT ANY OF THE PARTIES HERETO IS REFERRED
TO, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE THE SUCCESSORS AND ASSIGNS OF SUCH
PARTY; AND ALL COVENANTS, PROMISES AND AGREEMENTS BY OR ON BEHALF OF ANY
GUARANTOR OR THE AGENTS THAT ARE CONTAINED IN THIS AGREEMENT SHALL BIND AND
INURE TO THE BENEFIT OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 11.
WAIVERS; AMENDMENT. (A)
NO FAILURE OR DELAY OF THE AGENTS
IN EXERCISING ANY POWER OR RIGHT HEREUNDER SHALL OPERATE AS A WAIVER THEREOF,
NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR POWER, OR ANY
ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR POWER,
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT OR POWER. THE RIGHTS AND REMEDIES OF THE AGENTS HEREUNDER AND OF THE OTHER
SECURED PARTIES UNDER THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND ARE NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT THEY WOULD OTHERWISE HAVE. NO WAIVER OF
ANY PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR CONSENT TO ANY
DEPARTURE BY ANY GUARANTOR THEREFROM SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE
SAME SHALL BE PERMITTED BY PARAGRAPH (B) BELOW, AND THEN SUCH WAIVER OR CONSENT
SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH
GIVEN. NO NOTICE TO OR DEMAND ON ANY GUARANTOR IN ANY CASE SHALL ENTITLE SUCH
GUARANTOR OR ANY OTHER GUARANTOR TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN
SIMILAR OR OTHER CIRCUMSTANCES.
(B)
NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE WAIVED,
AMENDED OR