EXIM
AGREEMENT.
EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.
12
GENERAL PROVISIONS
12.1
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.
12.2
SUCCESSORS AND ASSIGNS.
THIS EXIM AGREEMENT BINDS AND IS FOR THE
BENEFIT OF THE SUCCESSORS AND PERMITTED ASSIGNS OF EACH PARTY.
BORROWER MAY NOT
ASSIGN THIS EXIM 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, ASSIGN, NEGOTIATE, OR GRANT PARTICIPATION IN ALL OR ANY PART OF, OR
ANY INTEREST IN, BANK'S OBLIGATIONS, RIGHTS, AND BENEFITS UNDER THIS EXIM
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.
12.3
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 PAID BY SUCH
INDEMNIFIED PERSON AS A RESULT OF, FOLLOWING FROM, CONSEQUENTIAL TO, OR ARISING
FROM TRANSACTIONS BETWEEN BANK AND BORROWER (INCLUDING REASONABLE ATTORNEYS'
FEES AND EXPENSES), EXCEPT FOR CLAIMS AND/OR LOSSES DIRECTLY CAUSED BY SUCH
INDEMNIFIED PERSON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
12.4
TIME OF ESSENCE.
TIME IS OF THE ESSENCE FOR THE PERFORMANCE OF ALL
OBLIGATIONS IN THIS EXIM AGREEMENT.
12.5
SEVERABILITY OF PROVISIONS.
EACH PROVISION OF THIS EXIM AGREEMENT
IS SEVERABLE FROM EVERY OTHER PROVISION IN DETERMINING THE ENFORCEABILITY OF ANY
PROVISION.
12.6
CORRECTION OF LOAN DOCUMENTS.
BANK MAY CORRECT PATENT ERRORS AND
FILL IN ANY BLANKS IN THIS EXIM AGREEMENT AND THE OTHER LOAN DOCUMENTS
CONSISTENT WITH THE AGREEMENT OF THE PARTIES.
12.7
AMENDMENTS IN WRITING; INTEGRATION.
ALL