Party may
assign or otherwise transfer (in whole or in part) its rights in the BMO Loan
Agreement to any other Person or entity, and such other Person or entity shall
thereupon become vested with all the rights and benefits in respect thereof
granted to Secured Party under this Security Agreement.
Upon (i) the sale,
transfer or other disposition of Collateral in the ordinary course of business
(other than a sale of all or substantially all of the Collateral) or (ii) the
payment in full of all Obligations, the security interest granted herein shall
automatically terminate with respect to (x) such Collateral (in the case of
clause (i)) or (y) all Collateral (in the case of clause (ii)).
Upon any such
termination, the Secured Party will, at the Grantor's sole expense, deliver any
Collateral (or portion thereof) to the extent held by the Secured Party
hereunder and to the extent the termination relates to such Collateral, and at
the Grantor's sole expense execute and deliver to the Grantor such documents as
the Grantor shall reasonably request to evidence termination of the security
interest hereunder relating to such portion or all of the Collateral, as the
case may be.
SECTION 2.4.
GRANTOR REMAINS LIABLE.
ANYTHING
HEREIN TO THE CONTRARY NOTWITHSTANDING:
(A)
THE GRANTOR SHALL REMAIN LIABLE UNDER THE
CONTRACTS AND AGREEMENTS INCLUDED IN THE COLLATERAL TO THE EXTENT SET FORTH
THEREIN, AND SHALL PERFORM ALL OF ITS DUTIES AND OBLIGATIONS UNDER SUCH
CONTRACTS AND AGREEMENTS TO THE SAME EXTENT AS IF THIS SECURITY AGREEMENT HAD
NOT BEEN EXECUTED, UNLESS (I) SUCH PERFORMANCE IS EXCUSED BY BREACH OF THE OTHER
PARTY OR PARTIES THERETO OR (II) SUCH FAILURE TO PERFORM WOULD NOT OTHERWISE
CONSTITUTE AN EVENT OF DEFAULT;
(B)
THE EXERCISE BY THE SECURED PARTY OF ANY OF
ITS RIGHTS HEREUNDER SHALL NOT RELEASE THE GRANTOR FROM ANY OF ITS DUTIES OR
OBLIGATIONS UNDER ANY SUCH CONTRACTS OR AGREEMENTS INCLUDED IN THE COLLATERAL;
(C)
THE SECURED PARTY SHALL HAVE NO OBLIGATION
OR LIABILITY UNDER ANY SUCH CONTRACTS OR AGREEMENTS INCLUDED IN THE COLLATERAL
BY REASON OF THIS SECURITY AGREEMENT, NOR SHALL THE SECURED PARTY BE OBLIGATED
TO PERFORM ANY OF THE OBLIGATIONS OR DUTIES OF THE GRANTOR THEREUNDER OR TO TAKE
ANY ACTION TO COLLECT OR ENFORCE ANY CLAIM FOR PAYMENT ASSIGNED HEREUNDER, NOR
SHALL THE SECURED PARTY HAVE ANY OBLIGATION TO PRESERVE RIGHTS AGAINST PRIOR
PARTIES WITH RESPECT TO ANY PART OF THE COLLATERAL; AND
(D)
EXCEPT FOR REASONABLE CARE OF ANY COLLATERAL
IN ITS POSSESSION AND THE ACCOUNTING FOR MONEYS ACTUALLY RECEIVED BY IT
HEREUNDER, THE SECURED PARTY SHALL HAVE NO DUTY AS TO ANY COLLATERAL OR
RESPONSIBILITY FOR (A) ASCERTAINING OR TAKING ACTION WITH RESPECT TO CALLS,
CONVERSIONS, EXCHANGES, MATURITIES, TENDERS OR
5
OTHER MATTERS RELATIVE TO ANY COLLATERAL, WHETHER OR NOT THE SECURED PARTY HAS
OR IS DEEMED TO HAVE KNOWLEDGE OF SUCH MATTERS, (B) TAKING ANY NECESSARY STEPS
TO PRESERVE RIGHTS AGAINST PRIOR PARTIES OR ANY OTHER RIGHTS PERTAINING TO ANY
COLLATERAL OR (C) EXERCISING ANY