Upon the happening of any event specified in Section 8.01(d) and
Section 8.01(e) above: (i) all Indebtedness, including all principal, accrued
interest, and other charges or monies due in connection therewith shall be
immediately and automatically due and payable in full, without presentment,
demand, protest, or dishonor or other notice of any kind, all of which Borrower
hereby expressly waives, (ii) all obligations of Lender under this Agreement
shall immediately cease and terminate unless and until Lender shall reinstate
such obligations in writing, (iii) Lender may exercise all rights against
Collateral set forth in the Security Documents or afforded a creditor under
applicable law; or (iv) Lender may bring an action to protect or enforce its
rights under the Loan Documents or seek to collect the Indebtedness and/or
enforce the Obligations by any lawful means.
Section 8.03 Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default, Lender is authorized, at any time and from
time to time, without notice to Borrower (any such notice being expressly waived
by Borrower), to set-off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by Lender to or for the credit or the account of Borrower against
any and all of the Obligations, irrespective of whether or not Lender shall have
accelerated the Indebtedness or made any demand under this Agreement or the Note
and although such obligations may be unmatured.
Section 8.04 Default Conditions. Any of the following events shall be
considered a Default Condition:
(a) Borrower suffers a material adverse change in its
financial condition; and
(b) Any event occurs which with the passage of time or
giving of notice would become an Event of Default hereunder or an
Event of Default under the Guaranty.
Upon the occurrence of a Default Condition or at any time thereafter
until such Default Condition no longer exists, the Borrower agrees that the
Lender, in its sole discretion, and without notice to Borrower, may immediately
cease making any Advances under the Loan Documents, all without liability
whatsoever to Borrower or any other Person whomsoever, all of which is
expressly waived hereby. Borrower releases Lender from any and all liability
whatsoever, whether direct, indirect, or consequential, and whether seen or
unforeseen, resulting from or arising out of or in connection with Lender's
determination to cease making Advances pursuant to this Section, unless Lender
acts with gross negligence or willful misconduct.
Article IX. General Provisions.