6.2. Remedies. Upon the occurrence of any Event of Default, Bank may in its sole and absolute discretion declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and/or any Document to be due and payable forthwith, whereupon the same will immediately become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in any Document to the contrary notwithstanding. The foregoing remedy is in addition to any and all other remedies available to Bank under any Document, at law or in equity.
7.1. Notices. Any communications between the parties hereto or notices or requests provided herein to be given may be given by personal delivery by mailing the same, postage prepaid, or by telecopier, to each party at its address set forth on the signature pages hereof, or to such other addresses as each party may in writing hereafter indicate. All such notices and communications shall be deemed received (a) if personally delivered, upon delivery, (b) if sent by first-class mail, on the third business day following deposit in the mails, (c) if sent by overnight mail or courier, on the succeeding business day following deposit with the carrier; or (d) if sent by telecopier, on the business day following the sending of such notice or communication.
7.2. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns: provided, however, that Borrower shall not assign this Agreement or any of its rights hereunder without the prior written consent of Bank.
7.3. Participations and Right of Setoff. Bank may at any time sell, assign, grant participations in, or otherwise transfer to any other Person (a Participant) all or part of the indebtedness of Borrower outstanding under this Agreement and/or any Document. Bank may disclose confidential information regarding Borrower to any Participant or prospective Participant. Borrower hereby authorizes Bank and each such Participant, in case of an Event of Default by Borrower hereunder, to proceed directly, by right of setoff, bankers lien, or otherwise, against any assets of Borrower which may at the time of such an Event of Default be in the hands of Bank or any such participant.
7.4. Setoff. In addition to any rights and remedies provided to Bank by law, upon the occurrence of a default in connection with the Loans and the acceleration of Borrowers obligations in connection with the Loans, Bank shall have the right, without prior notice to Borrower, any such notice being expressly waived by Borrower, to the extent permitted by applicable law, to setoff and apply against any of Borrowers indebtedness, to the extent matured and fixed, to Bank in connection with the Loans, any and all of Borrowers deposits (including, without limitation, general or special, time or demand, provisional or final deposits) at any time held by Bank and any other amount owing from Bank to Borrower at or at any time after the happening of any such default, and such right of setoff may be exercised by Bank against Borrower or against Borrowers trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, receiver and manager, liquidator, custodian, any execution, judgment or attachment creditor or any other person or entity claiming through or against Borrower or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, receiver and manager, liquidator, custodian, execution, judgment or attachment creditor or other person or entity, notwithstanding the fact that such right of setoff shall not have been exercised by Bank prior to the making, filing or issuance, or service upon Borrower of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, receiver and manager, liquidator or the issuance of an execution, subpoena, order or warrant.
7.5. Indemnity. Borrower agrees to indemnify, defend, reimburse and hold harmless Bank and each of its affiliates, and all the directors, officers, employees, agents, legal counsel and advisors of Bank (each, an Indemnified Party) from and against all claims, actions, proceedings, suits, damages, losses, liabilities, costs and expenses, including the fees and out-of-pocket expenses of counsel which may be incurred by or asserted against any Indemnified Party in connection with, or arising out of, or relating to any transaction or proposed transaction (whether or not consummated), contemplated by this Agreement or any Document.