OR WILLFUL MISCONDUCT.
10. REINSTATEMENT. THIS SECURITY AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT
AND CONTINUE TO BE EFFECTIVE SHOULD ANY PETITION BE FILED BY OR AGAINST EACH
GRANTOR FOR LIQUIDATION OR REORGANIZATION, SHOULD EITHER GRANTOR BECOME
INSOLVENT OR MAKE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR SHOULD A
RECEIVER OR TRUSTEE BE APPOINTED FOR ALL OR ANY SIGNIFICANT PART OF SUCH
GRANTOR'S PROPERTY AND ASSETS, AND SHALL CONTINUE TO BE EFFECTIVE OR BE
REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT AND PERFORMANCE OF THE
SECURED OBLIGATIONS, OR ANY PART THEREOF, IS, PURSUANT TO APPLICABLE LAW,
RESCINDED OR REDUCED IN AMOUNT, OR MUST OTHERWISE BE RESTORED OR RETURNED BY ANY
OBLIGEE OF THE SECURED OBLIGATIONS, WHETHER AS A "VOIDABLE PREFERENCE,"
"FRAUDULENT CONVEYANCE," OR OTHERWISE, ALL AS THOUGH SUCH PAYMENT OR PERFORMANCE
HAD NOT BEEN MADE. IN THE EVENT THAT ANY PAYMENT, OR ANY PART THEREOF, IS
RESCINDED, REDUCED, RESTORED OR RETURNED, THE SECURED OBLIGATIONS SHALL BE
REINSTATED AND DEEMED REDUCED ONLY BY SUCH AMOUNT PAID AND NOT SO RESCINDED,
REDUCED, RESTORED OR RETURNED.
11. MISCELLANEOUS.
11.1
WAIVERS; MODIFICATIONS. NONE OF THE TERMS OR PROVISIONS OF THIS
SECURITY AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT BY AN
INSTRUMENT IN WRITING, DULY EXECUTED BY BJT AND A SECURED PARTY MAJORITY
INTEREST. EACH SECURED PARTY ACKNOWLEDGES THAT BECAUSE THIS SECURITY AGREEMENT
MAY BE AMENDED WITH THE CONSENT OF A SECURED PARTY MAJORITY INTEREST, EACH
SECURED PARTY'S RIGHTS HEREUNDER MAY BE AMENDED OR WAIVED WITHOUT SUCH SECURED
PARTY'S CONSENT.
11.2
TERMINATION OF THIS SECURITY AGREEMENT. SUBJECT TO SECTION 10
HEREOF, THIS SECURITY AGREEMENT SHALL AUTOMATICALLY TERMINATE UPON THE PAYMENT
AND PERFORMANCE IN FULL OF THE SECURED OBLIGATIONS. UPON THE TERMINATION OF THIS
AGREEMENT, EACH GRANTOR IS AUTHORIZED TO FILE SUCH TERMINATION STATEMENTS OR
OTHER INSTRUMENTS IT DEEMS REASONABLY NECESSARY TO EVIDENCE THE TERMINATION OF
THE SECURITY INTEREST GRANTED PURSUANT TO THIS SECURITY AGREEMENT AND THE
SECURED PARTIES AGREE TO COOPERATE WITH SUCH REASONABLE REQUESTS AS EACH GRANTOR
MAY MAKE IN CONNECTION THEREWITH.
11.3
SUCCESSOR AND ASSIGNS. THIS SECURITY AGREEMENT AND ALL OBLIGATIONS
OF EACH GRANTOR HEREUNDER SHALL BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF
EACH GRANTOR, AND SHALL, TOGETHER WITH THE RIGHTS AND REMEDIES OF THE SECURED
PARTIES HEREUNDER, INURE TO THE BENEFIT OF THE SECURED PARTIES, ANY FUTURE
HOLDER OF ANY OF THE INDEBTEDNESS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
NO SALES OF PARTICIPATIONS, OTHER SALES, ASSIGNMENTS, TRANSFERS OR OTHER
DISPOSITIONS OF ANY AGREEMENT GOVERNING OR INSTRUMENT EVIDENCING THE SECURED
OBLIGATIONS OR ANY PORTION THEREOF OR INTEREST THEREIN SHALL IN ANY MANNER
AFFECT THE LIEN GRANTED TO THE SECURED PARTIES HEREUNDER.
11.4
GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS SECURITY AGREEMENT AND THE SECURED
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
PRINCIPLES THEREOF REGARDING CONFLICT OF LAWS, EXCEPT TO THE EXTENT THAT THE UCC
PROVIDES FOR THE APPLICATION