FEES AND EXPENSES OF ITS AGENTS AND LEGAL COUNSEL; (II)
SECOND, TO THE PAYMENT IN FULL OF THE OBLIGATIONS; AND (II) THIRD, TO THE
GRANTOR, OR ITS SUCCESSORS AND ASSIGNS, OR WHOMEVER MAY BE LAWFULLY ENTITLED TO
RECEIVE THE SAME, OF ANY SURPLUS THEN REMAINING.
SECTION 6.2.
INDEMNITY AND EXPENSES.
(A)
THE GRANTOR AGREES TO INDEMNIFY THE SECURED
PARTY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES AND LIABILITIES ARISING OUT OF
OR RESULTING FROM THIS SECURITY AGREEMENT (INCLUDING, WITHOUT LIMITATION,
ENFORCEMENT OF THIS SECURITY AGREEMENT), EXCEPT CLAIMS, LOSSES OR LIABILITIES
RESULTING FROM THE SECURED PARTY'S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL
MISCONDUCT.
(B)
THE GRANTOR WILL UPON DEMAND PAY TO THE
SECURED PARTY THE AMOUNT OF ANY AND ALL REASONABLE EXPENSES, INCLUDING THE
REASONABLE FEES AND DISBURSEMENTS OF ITS COUNSEL (BUT NOT MORE THAN ONE FIRM AND
ALL LOCAL OR SPECIAL EXPERT COUNSEL, IF ANY, WHO MAY BE RETAINED BY COUNSEL TO
THE SECURED PARTY) AND OF ANY EXPERTS AND AGENTS, WHICH THE SECURED PARTY MAY
INCUR IN CONNECTION WITH:
(I)
THE ADMINISTRATION OF THIS SECURITY
AGREEMENT;
(II)
THE CUSTODY, PRESERVATION, USE OR
OPERATION OF, OR THE SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON, ANY OF
THE COLLATERAL;
(III)
THE EXERCISE OR ENFORCEMENT OF ANY OF THE
RIGHTS OF THE SECURED PARTY HEREUNDER; OR
(IV)
THE FAILURE BY THE GRANTOR TO PERFORM OR
OBSERVE ANY OF THE PROVISIONS HEREOF.
10
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 7.1.
AMENDMENTS; ETC.
NO AMENDMENT TO
OR WAIVER OF ANY PROVISION OF THIS SECURITY AGREEMENT NOR CONSENT TO ANY
DEPARTURE BY THE GRANTOR HEREFROM, SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE
SAME SHALL BE IN WRITING AND SIGNED BY THE SECURED PARTY AND THEN SUCH WAIVER OR
CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC
PURPOSE FOR WHICH GIVEN.
SECTION 7.2.
ADDRESSES FOR NOTICES.
ALL
NOTICES AND OTHER COMMUNICATIONS PROVIDED TO THE GRANTOR UNDER THIS SECURITY
AGREEMENT SHALL BE IN WRITING OR BY FACSIMILE AND ADDRESSED, DELIVERED OR
TRANSMITTED TO THE GRANTOR AT ITS ADDRESS OR FACSIMILE NUMBER AS SET FORTH IN
THE BMO LOAN AGREEMENT, OR AT SUCH OTHER ADDRESS OR FACSIMILE NUMBER AS MAY BE
DESIGNATED BY THE GRANTOR IN A NOTICE TO THE OTHER PARTIES.
ANY NOTICE, IF
MAILED AND PROPERLY ADDRESSED WITH POSTAGE PREPAID OR IF PROPERLY ADDRESSED AND
SENT BY PRE-PAID COURIER SERVICE, SHALL BE DEEMED GIVEN WHEN RECEIVED.
ANY
NOTICE, IF TRANSMITTED BY FACSIMILE, SHALL BE DEEMED GIVEN WHEN TRANSMITTED.
SECTION 7.3.
SECTION CAPTIONS.
SECTION
CAPTIONS USED IN THIS SECURITY AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY,
AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS SECURITY AGREEMENT.
SECTION 7.4.
SEVERABILITY.
WHEREVER POSSIBLE
EACH PROVISION OF THIS SECURITY AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS
TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS
SECURITY AGREEMENT SHALL BE PROHIBITED BY OR INVALID UNDER SUCH LAW, SUCH
PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY,
WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION