NEGATIVE PLEDGE
THIS
AGREEMENT dated
as
of the 26th
day of
March, 2007.
FROM:
TOV
Energy-Servicing Company Esko Pivnich and Pari, Ltd.
(hereinafter
called the "Covenantor")
OF
THE
FIRST PART
T
O
:
DUTCHESS
PRIVATE EQUITIES FUND, LTD
(hereinafter
called the "Lender")
OF
THE
SECOND PART
WHEREAS
pursuant
to one or more promissory notes or debentures (the “Credit
Facilities”)
between
Sunrise Energy Resources, Inc. (the “Company”),
the
Lender has agreed to make certain loans and other financial accommodations
to
the Company, upon the terms and conditions set forth therein (the "Loan
Agreement");
AND
WHEREAS the
Covenantor is a wholly-owned subsidiary of the Company;
AND
WHEREAS
it is a
condition of the establishment of the Credit Facilities by the Lender that
the
Covenantor enter into this Agreement.
NOW
THEREFORE THIS AGREEMENT WITNESSETH
that in
consideration of good and valuable consideration (the receipt and sufficiency
of
which is hereby acknowledged by the Covenantor), the Covenantor represents,
covenants and agrees in favor of the Lender as follows:
1. The
Covenantor hereby represents and warrants to the Lender that it has not granted
any lien, charge, security interest, hypothec, mortgage or encumbrance in favor
of any third party.
2. The
Covenantor hereby covenants and agrees to and in favor of the Lender that it
will not grant, any lien, charge, security interest, hypothec, mortgage or
encumbrance of any nature or kind over any property which it may hereafter
acquire and that immediately upon acquiring any such property, it shall notify
the Lender in writing of such acquisition and shall grant to and in favor of
the
Lender any lien, charge, security interest, hypothec, mortgage or encumbrance
which the Lender may request.
3. This
Agreement shall be construed in accordance with and governed by the laws of
the
Commonwealth of Massachusetts and shall be binding upon the heirs, executors,
administrators, personal representatives, successors and assigns of the
Covenantor.
1
IN
WITNESS WHEREOF
the
Covenantor has executed this Agreement as of the 26th
day of
March, 2007.
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By:
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/s/
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||
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[Authorized
Signing Officer]
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