DATE BY BORROWER,
EFFECTIVE THREE (3) BUSINESS DAYS AFTER WRITTEN NOTICE OF TERMINATION IS GIVEN
TO BANK.
NOTWITHSTANDING ANY SUCH TERMINATION, BANK'S LIEN AND SECURITY
INTEREST IN THE COLLATERAL SHALL CONTINUE UNTIL BORROWER FULLY SATISFIES ITS
OBLIGATIONS IN CASH (EXCEPT FOR CONTINGENT INDEMNIFICATION OBLIGATIONS FOR WHICH
NO CLAIM HAS BEEN MADE).
IF SUCH TERMINATION IS AT BORROWER'S ELECTION
(REGARDLESS OF WHETHER ANY DEFAULT OR EVENT OF DEFAULT THEN EXISTS) OR AT BANK'S
ELECTION DUE TO THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT (EXCEPT
FOR, AND EXCLUDING, AN EVENT OF DEFAULT CAUSED BY AN EVENT OF DEFAULT UNDER THE
EXPORT-IMPORT AGREEMENT), BORROWER SHALL PAY TO BANK, IN ADDITION TO THE PAYMENT
OF ANY OTHER EXPENSES OR FEES THEN-OWING, A TERMINATION FEE IN AN AMOUNT EQUAL
TO TWO HUNDRED THOUSAND DOLLARS ($200,000.00) (I.E., ONE PERCENT (1.00%) OF THE
REVOLVING LINE).
12.2
RIGHT OF SET-OFF.
BORROWER HEREBY GRANTS TO BANK A LIEN AND A RIGHT
OF SETOFF AS SECURITY FOR ALL OBLIGATIONS TO BANK, WHETHER NOW EXISTING OR
HEREAFTER ARISING UPON AND AGAINST ALL DEPOSITS, CREDITS, COLLATERAL AND
PROPERTY, NOW OR HEREAFTER IN THE POSSESSION, CUSTODY, SAFEKEEPING OR CONTROL OF
BANK OR ANY ENTITY UNDER THE CONTROL OF BANK (INCLUDING A SUBSIDIARY OF BANK) OR
IN TRANSIT TO ANY OF THEM.
AT ANY TIME AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, WITHOUT DEMAND OR NOTICE, BANK MAY SETOFF
THE SAME OR ANY PART THEREOF AND APPLY THE SAME TO ANY LIABILITY OR OBLIGATION
OF BORROWER EVEN THOUGH UNMATURED AND REGARDLESS OF THE ADEQUACY OF ANY OTHER
COLLATERAL SECURING THE OBLIGATIONS.
ANY AND ALL RIGHTS TO REQUIRE BANK TO
EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH
SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO
SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.
12.3
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT BINDS AND IS FOR THE BENEFIT
OF THE SUCCESSORS AND PERMITTED ASSIGNS OF EACH PARTY.
BORROWER MAY NOT ASSIGN
THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS UNDER IT WITHOUT BANK'S PRIOR
WRITTEN CONSENT (WHICH MAY BE GRANTED OR WITHHELD IN BANK'S DISCRETION).
BANK
HAS THE RIGHT, WITHOUT THE CONSENT OF OR NOTICE TO BORROWER, TO SELL, TRANSFER,
NEGOTIATE, OR GRANT PARTICIPATION IN ALL OR ANY PART OF, OR ANY INTEREST IN,
BANK'S OBLIGATIONS, RIGHTS, AND BENEFITS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS; PROVIDED, HOWEVER, THAT PRIOR TO THE OCCURRENCE OF AN EVENT OF
DEFAULT, ANY SUCH ASSIGNMENT OR PARTICIPATION MAY ONLY BE MADE TO AN ELIGIBLE
ASSIGNEE.
12.4
INDEMNIFICATION.
BORROWER AGREES TO INDEMNIFY, DEFEND AND HOLD BANK
AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR ANY OTHER PERSON
AFFILIATED WITH OR REPRESENTING BANK (EACH, AN "INDEMNIFIED PERSON") HARMLESS
AGAINST:
(A) ALL OBLIGATIONS, DEMANDS, CLAIMS, AND LIABILITIES (COLLECTIVELY,
"CLAIMS") CLAIMED OR ASSERTED BY ANY OTHER PARTY IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS; AND (B) ALL LOSSES OR EXPENSES
(INCLUDING BANK EXPENSES) IN ANY WAY SUFFERED, INCURRED, OR