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• to any Obligations. Debtor waives all notice of any such delay, extension, release, substitution,
<br />renewal, compromise, or other indulgence, and consents to be bound by it as fully and effectively
<br />as if Debtor had expressly agreed to it in advance. Secured Party's failure to exercise, or delay in
<br />exercising, any right, remedy, or option under this Agreement will not operate as a waiver by
<br />Secured Party of its right to exercise any such right, remedy, or option. No waiver by Secured
<br />Party will be effective unless it is in writing and then only to the extent specifically stated. Secured
<br />Party's rights and remedies will be cumulative and not exclusive of any other right or remedy that
<br />Secured Party may have.
<br />SECTION 9. APPLICABLE LAW
<br />This Agreement will be inteipreted and the rights and liabilities of the parties to it will be
<br />detemuned in accordance with the local law of the state of Oregon, excluding any conflicts of law
<br />rule or principle (other than ORS 79.1030) that might otherwise refer construction or interpretadon
<br />of this Agreement to the substantive law of another jurisdiction.
<br />SECTION 10. MISCELLANEOUS
<br />10.1 This Agreement may be executed in any number of counterparts, each of which will
<br />be deemed to be an original and will be binding on both parties.
<br />10. 2 All of Debtor's representations and warrantics contained in this Agreement are tcue
<br />at this time, will survive the execution and delivery of this Agreement, and will remain tiue until
<br />the Obligations are fully performed, paid, and satisfied.
<br />10.3 This Agreement will inure to the benefit of and be binding on the successors and
<br />. assigns of each of the parties to it. -
<br />10. 4 Debtor will pay Secured Party on demand, together with interest at a per annum rate
<br />equal to 400 basis points plus the rate announced from time to time by U.S. National Bank of
<br />Oregon, or its successors, as its "prime rate," all amounts payable by Debtor under this
<br />Agreement, including, without limitation, the amounts described in Sections 7.6 and 10.5.
<br />10. 5 Debtor will indemnify and hold Sccured Party and its employees, o~cers,
<br />directors, shareholders, agents, and attomcys ("Indemnitees") harmless from, and reimburse
<br />Indemnitees for, (1) all Attorney Fees and (2) all costs, fees, expenses, and liabilities incurned by
<br />Indemnitecs or for which Indemnitees become obligated, without limit and without regard to cause
<br />(including preexisting conditions) or the negligence of any party, including, but not limited to, any
<br />negligent act or omission of Secured Party, but expressly excluding Secured Party's gross
<br />negligence or willful misconduct, in connection with or arising out of the exercise by Secured
<br />Party of any of its rights with respect to the Collateral and the Obligations, including, without
<br />limitation, protecting its interests in any bankruptcy proceeding involving Debtor. The foregoing
<br />indemnity will remain operative and in full force and effect regardless of the expiration of this
<br />Agreement, the repayment of the other Obligations, or any investigation made by or on behalf of
<br />Secured Party or the Debtor. As used in this Agreement, "Attorney Fees" means the reasonable
<br />fees (and related costs and expenses) for the services of the attorneys (and all paralegals and other
<br />staff employed by such attorneys) employed by Secured Party from time to time (1) in connection
<br />with or arising out of any bankruptcy proceeding, receivership proceeding, or similar proceeding
<br />involving Debtor; (2) to commence, defend, participate in, or mtervene in any court proceeding
<br />(whether at the trial level or the appellate level) or arbitration proceeding relating to this Agreement,
<br />• Security Agreement
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