SECURITY AGREEMENT
EXHIBIT
14
THIS
SECURITY AGREEMENT dated as of May 13, 2009 (this “Agreement”), is by
and among United Energy Corp.., a Nevada corporation with its chief executive
office and principal place of business located at 000 Xxxxxxxxxxx Xxxxxxx, Xx.
00, Xxxxxxxx, XX 00000 (the “Debtor”), and Xxxxxx
Xxxxx with an address at 000 Xxxxxxxx Xxxxxxx, Xxxxxxx, XX 00000, Xxxx Xxxxxx
with an address at 00 Xxxxxxxx Xxxxxx XX00X, Xxx Xxxx, XX 00000, and
Xxxxxx Xxxxxxxxx, with an address at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
(collectively, the “Secured
Parties”).
WHEREAS,
the Secured Parties are the holders of the Debtor’s Amended and Restated 12%
Secured Convertible Promissory Notes, dated May 13, 2009 in the aggregate
principal amount of $101,866.67 (the “Original Notes”), and
the 12% Convertible Promissory Notes, dated May 13, 2009 in the aggregate
principal amount of $201,016.67 (the “New Notes”, and
together with the Original Notes, the “Notes”);
WHEREAS,
in order to secure the Debtor’s obligations under the Notes, the Debtor have
agreed to execute and deliver this Agreement; and
WHERAS,
this Agreement is subject to the terms and conditions of that certain
Intercreditor Agreement of even date herewith by and among the Secured
Parties.
NOW,
THEREFORE, in consideration of the above premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Debtor, the Debtor hereby agree with the Secured Parties as
follows:
Section
1. Definitions.
(a) For the
purposes of this Agreement:
“Applicable Law” means all
applicable provisions of constitutions, statutes, laws, rules, regulations and
orders of all governmental bodies and all orders, rulings and decrees of all
courts and arbitrators.
“Business Day” means any day
other than a Saturday, Sunday or other day on which banks in New York, New York
are authorized or required by law to close.
“Collateral” means the
following properties, assets and rights of the Debtor, wherever located, whether
now owned or hereafter acquired or arising, and all proceeds and products
thereof: all personal and fixture property of every kind and nature,
including, without limitation, all goods (including inventory, equipment and any
accessions thereto), instruments (including promissory notes), documents,
accounts, chattel paper (whether tangible or electronic), deposit accounts,
letter-of-credit rights (whether or not the letter of credit is evidenced by a
writing), commercial tort claims, intellectual property (including, without
limitation, patents), securities of United States Persons and all other
investment property, supporting obligations, any other contract rights or rights
to the payment of money, insurance claims and proceeds, tort claims, and all
general intangibles, and all products and proceeds of the foregoing, in any
form, including insurance proceeds and all claims against third parties for loss
or damage to or destruction of or other involuntary conversion of any kind or
nature of any or all of the other Collateral.
-1-
“Event of Default” means the
occurrence or existence of any Event of Default under the Notes.
“Lien”, as applied to the
property of any Person, means any security interest, lien, encumbrance,
mortgage, deed to secure debt, deed of trust, pledge, charge, conditional sale
or other title retention agreement, or other encumbrance of any kind covering
any property of such Person, or upon the income or profits therefrom or any
agreement to convey any of the foregoing or any other agreement or interest
covering the property of a Person which is intended to provide collateral
security for the obligation of such Person.
“Obligations” means any and
all obligations, liabilities and indebtedness of every kind, nature and
description owing by the Debtor or any other obligor to the Secured Parties
under this Agreement or the Notes, including, principal, interest, charges,
fees, premiums, indemnities and expenses, however evidenced, whether as
principal, surety, endorser, a debtor or otherwise, whether arising under this
Agreement or otherwise, whether now existing or hereafter arising or after the
commencement of any case with respect to the Debtor or any other obligor under
the U.S. Bankruptcy Code or any similar statute (including the payment of
interest which would accrue and become due but for the commencement of such
case, whether or not a claim for such amounts is allowed or allowable in whole
or in part in such case), whether direct or indirect, absolute or contingent,
joint or several, due or not due, primary or secondary, liquidated or
unliquidated, secured or unsecured, and whether arising directly or howsoever
acquired by the Secured Parties.
“Permitted Liens”
means:
(i) Liens
securing taxes, assessments and other governmental charges or levies not yet due
and payable or the claims of, or obligations owing to, materialmen, mechanics,
carriers, warehousemen or landlords for labor, materials, supplies or rentals
incurred in the ordinary course of business but not yet due and
payable;
(ii) Liens
consisting of deposits or pledges made, in the ordinary course of business, in
connection with, or to secure payment of, obligations under workmen’s
compensation, unemployment insurance or similar legislation;
(iii) Liens
which in the sole judgment of the Secured Parties do not materially detract from
the value of the Collateral;
(iv) Liens in
favor of the Secured Parties;
(v) Purchase
money security interests and Liens to secure the Debtor’s performance of
equipment leases arising in the ordinary course of business; provided, that such
Liens do not extend to any property or assets which is not acquired property (in
the case of purchase money security interest) or is not leased property (in the
case of equipment lease) subject to such purchase or lease.
-2-
“Person” means an individual,
corporation, partnership, limited liability company, association, trust or
unincorporated organization, or a government or any agency or political
subdivision thereof.
“UCC” means the Uniform
Commercial Code of the State of New York, as in effect from time to
time.
(b) Unless
otherwise set forth herein to the contrary, all terms not otherwise defined
herein and which are defined in the UCC are used herein with the meanings
ascribed to them in the UCC. However, if a term is defined in Article
9 of the UCC differently than in another Article of the UCC, the term has the
meaning specified in Article 9 of the UCC.
Section
2. Grant of
Security. To secure the prompt and complete payment,
observance and performance when due (whether at stated maturity, by acceleration
or otherwise) of all of the Obligations, the Debtor hereby collaterally assigns
and pledges to the Secured Parties, and grants to the Secured Parties a security
interest and Lien in and to, the Collateral. The Secured Parties
acknowledges that the attachment of their security interest in any commercial
tort claim as original collateral is subject to the Debtor’s compliance with
Section 4(a).
Section
3. Authorization to File
Financing Statements. The Debtor hereby irrevocably authorizes
the Secured Parties at any time and from time to time to file in any Uniform
Commercial Code jurisdiction any initial financing statements and amendments
thereto that (a) indicate the Collateral (i) as all assets of the
Debtor or words of similar effect, regardless of whether any particular asset
comprised in the Collateral falls within the scope of Article 9 of the UCC
or Article 9 of the Uniform Commercial Code of such other jurisdiction, or
(ii) as being of an equal or lesser scope or with greater detail, and
(b) contain any other information required by part 5 of Article 9 of
the UCC or the analogous part of Article 9 of the Uniform Commercial Code
of such other jurisdiction for the sufficiency or filing office acceptance of
any financing statement or amendment. The Debtor agrees to furnish
any such information to the Secured Parties promptly upon request.
Section
4. Other
Actions. Further to ensure the attachment, perfection and
priority of, and the ability of the Secured Parties to enforce, the Secured
Parties’ security interest in the Collateral, the Debtor agrees, in each case at
the Debtor’s own expense, to take the following actions with respect to the
following Collateral:
(a) Commercial Tort
Claims. If the Debtor shall at any time hold or acquire a
commercial tort claim, the Debtor shall immediately notify the Secured Parties
in a writing signed by the Debtor of the brief details thereof and grant to the
Secured Parties in such writing a security interest therein and in the proceeds
thereof, all upon the terms of this Agreement, with such writing to be in form
and substance satisfactory to the Secured Parties.
(b) Actions as to any and all
Collateral. The Debtor agrees to take any other action
reasonably requested by the Secured Parties to ensure the attachment, perfection
and, priority of, and the ability of the Secured Parties to enforce, the Secured
Parties’ security interest in any and all of the Collateral, including, without
limitation, the execution and delivery of patent security agreements
(substantially in the form attached hereto as Exhibit A) for filing with the
Unites States Patent and Trademark Office and fully executed deposit control
agreements in form reasonable acceptable to the Secured Parties with respect to
any deposit accounts.
-3-
Section
5. Representations and
Warranties Regarding Legal Status.
(a) The
Debtor represents and warrants to the Secured Parties as follows: (a) the
correct legal name of the Debtor is set forth in the introductory paragraph of
this Agreement, and the Debtor does not conduct and, during the five-year period
immediately preceding the date of this Agreement, has not conducted, business
under any trade name other than as set forth in the introductory paragraph of
this Agreement, (b) the Internal Revenue Service taxpayer identification
number of the Debtor is [**], (c) the Debtor is a corporation, duly
incorporated, validly existing and in good standing under the laws of the State
of Nevada, and (d) the Debtor’s place of business is accurately set forth
in the introductory paragraph hereof.
(b) The
Debtor represents and warrants to the Secured Parties (i) it is a corporation
duly organized and in good standing under the laws of its state of
incorporation, and is duly qualified as a foreign corporation and in good
standing in all states or other jurisdictions where the nature and extent of the
business transacted by it or the ownership of assets makes such qualification
necessary, except for those jurisdictions in which the failure to so qualify
would not have a material adverse effect on its financial condition, results of
operation or business or the rights of Secured Parties in or to any of the
Collateral; (ii) the execution, delivery and performance of this Agreement and
the transactions contemplated hereunder (A) are all within its corporate or
other powers, (B) have been duly authorized, (C) are not in contravention of law
or the terms of its certificate of incorporation, by-laws, or other
organizational documentation, or any indenture, agreement or undertaking to
which it is a party or by which it or its property are bound and (D) will not
result in the creation or imposition of, or require or give rise to any
obligation to grant, any lien, security interest, charge or other encumbrance
upon any its property; (iii) this Agreement constitute legal, valid and binding
obligations of the Debtor enforceable in accordance with its terms.
Section
6. Covenants Regarding Legal
Status. The Debtor covenants with the Secured Parties as
follows: (a) without providing at least 15 Business Days prior
written notice to the Secured Parties, the Debtor will not change its name, its
place of business or, if more than one, chief executive office, or its mailing
address or organizational identification number if it has one, and
(b) without providing at least 15 Business Days prior written notice to the
Secured Parties, the Debtor will not change its type of organization,
jurisdiction of organization or other legal structure.
Section
7. Representations and
Warranties Regarding Collateral, Etc. The Debtor further
represents and warrants to the Secured Parties as
follows: (a) the Debtor is the owner of the Collateral pledged
by it, free from any Lien, except for Permitted Liens, (b) none of the
Collateral pledged by it constitutes or is the proceeds of “farm products” as
defined in § 9-102(a)(34) of the UCC, (c) none of the account debtors or
other persons obligated on any of the Collateral pledged by it is a governmental
authority covered by the Federal Assignment of Claims Act or like federal, state
or local statute or rule in respect of such Collateral, (d) the Debtor does
not hold any commercial tort claim, and (e) to the best of the Debtor’s
knowledge, the Debtor has at all times operated its business in compliance in
all material respects with all Applicable Laws.
-4-
Section
8. Covenants Regarding
Collateral Generally. The Debtor further covenants with the
Secured Parties as follows: (a) other than Permitted Liens, the Debtor
shall not pledge, mortgage or create, or suffer to exist any Lien in the
Collateral in favor of any Person, (b) the Debtor shall keep the Collateral
in good order and repair and will not use the same in violation of any
Applicable Law or any policy of insurance thereon, (c) the Debtor shall
permit the Secured Parties, or their designees, to inspect the Collateral at any
reasonable time upon reasonable prior notice, wherever located, (d) the Debtor
shall not sell, transfer or otherwise dispose, or offer to sell, transfer or
otherwise dispose, of the Collateral or any interest therein except for
(i) sales and leases of inventory in the ordinary course
of business and
(ii) so long as no Event of Default has occurred and is continuing, sales
or other dispositions of obsolescent items of equipment in the ordinary course
of business consistent with past practices, and (e) the equipment constituting
Collateral shall remain personal property and the Debtor shall not permit any
such equipment to be or become a part of or affixed to real property except to
the extent that upon such event the Secured Parties has a perfected security
interest in such fixture.
Section
9. Rights and
Remedies. Upon the occurrence and during the continuance of an
Event of Default, the Secured Parties, without any other notice to or demand
upon the Debtor, shall have in any jurisdiction in which enforcement hereof is
sought, in addition to the rights and remedies of a Secured Parties under the
UCC and any additional rights and remedies as may be provided to a Secured
Parties in any jurisdiction in which Collateral is located or enforcement is
sought, including, without limitation, the right to take possession of the
Collateral, and for that purpose the Secured Parties may, so far as the Debtor
can give authority therefor, enter upon any premises on which the Collateral may
be situated and remove the same therefrom. The Secured Parties may in
their discretion require the Debtor to assemble all or any part of the
Collateral at such location or locations within the jurisdiction(s) of the
Debtor’s principal office(s) or at such other locations as the Secured Parties
may reasonably designate. Unless the Collateral is perishable or
threatens to decline speedily in value or is of a type customarily sold on a
recognized market, the Secured Parties shall give to the Debtor at least five
(5) Business Days prior written notice of the time and place of any public sale
of Collateral or of the time after which any private sale or any other intended
disposition is to be made. The Debtor hereby acknowledges that five
(5) Business Days prior written notice of such sale or sales shall be reasonable
notice. In addition, the Debtor waives any and all rights that it may
have to a judicial hearing in advance of the enforcement of any of the Secured
Parties’ rights and remedies hereunder, including, without limitation, its right
following an Event of Default to take immediate possession of the Collateral and
to exercise its rights and remedies with respect thereto.
Section
10. No Waiver by Secured
Parties, Etc. The Secured Parties shall not be deemed to have
waived any of their rights and remedies in respect of the Obligations or the
Collateral unless such waiver shall be in writing and signed by the Secured
Parties. No delay or omission on the part of the Secured Parties in
exercising any right or remedy shall operate as a waiver of such right or remedy
or any other right or remedy. A waiver on any one occasion shall not
be construed as a bar to or waiver of any right or remedy on any future
occasion. All rights and remedies of the Secured Parties with respect
to the Obligations or the Collateral, whether evidenced hereby or by any other
instrument or papers, shall be cumulative and may be exercised singularly,
alternatively, successively or concurrently at such time or at such times as the
Secured Parties deem expedient.
-5-
Section
11. Suretyship Waivers by
the
Debtor. The Debtor waives demand, notice, protest, notice of
acceptance of this Agreement, notice of loans made, credit extended, Collateral
received or delivered or other action taken in reliance hereon and all other
demands and notices of each description. With respect to both the
Obligations and the Collateral, the Debtor assents to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of or failure to perfect any security interest
in any Collateral, to the addition or release of any party or person primarily
or secondarily liable, to the acceptance of partial payment thereon and the
settlement, compromising or adjusting of any thereof, all in such manner and at
such time or times as the Secured Parties may deem advisable. The
Secured Parties shall not have any duty as to the collection or protection of
the Collateral or any income therefrom, the preservation of rights against prior
parties, or the preservation of any rights pertaining thereto beyond any duties
imposed by Applicable Law. The Debtor further waives any and all
other suretyship defenses.
Section
12. Marshalling. The
Secured Parties shall not be required to marshal any present or future
collateral security (including but not limited to the Collateral) for, or other
assurances of payment of, the Obligations or any of them or to resort to such
collateral security or other assurances of payment in any particular order, and
all of the rights and remedies of the Secured Parties hereunder and of the
Secured Parties in respect of such collateral security and other assurances of
payment shall be cumulative and in addition to all other rights and remedies,
however existing or arising. To the extent that it lawfully may, the
Debtor hereby agrees that it will not invoke any Applicable Law relating to the
marshalling of collateral which might cause delay in or impede the enforcement
of the Secured Parties’ rights and remedies under this Agreement or under any
other instrument creating or evidencing any of the Obligations or under which
any of the Obligations is outstanding or by which any of the Obligations is
secured or payment thereof is otherwise assured, and, to the extent that it
lawfully may, the Debtor hereby irrevocably waives the benefits of all such
laws.
Section
13. Proceeds of Dispositions;
Expenses. The Debtor agrees to pay to the Secured Parties on
demand any and all expenses, including attorneys’ fees and disbursements,
incurred or paid by the Secured Parties in protecting, preserving or enforcing
the Secured Parties’ rights and remedies under or in respect of any of the
Obligations or any of the Collateral. After deducting all of said
expenses, the residue of any proceeds of collection or sale or other disposition
of Collateral shall, to the extent actually received in cash, be applied to the
payment of the Obligations in such order or preference as the Secured Parties
may determine, proper allowance and provision being made for any Obligations not
then due. Upon the final payment and satisfaction in full of all of
the Obligations and after making any payments required by
Sections 9-608(a)(1)(C) or 9-615(a)(3) of the UCC, any excess shall be
returned to the Debtor. In the absence of final payment and
satisfaction in full of all of the Obligations, the Debtor shall remain liable
for any deficiency.
Section
14. The Debtor Remains
Liable. Anything herein to the contrary notwithstanding (a)
the Debtor will remain liable under the contracts and agreements included in the
Collateral to the extent set forth therein, to the same extent as if this
Agreement had not been executed; (b) the exercise by the Secured Parties of any
of their rights hereunder will not release the Debtor from any of its duties or
obligations under any such contracts or agreements included in the Collateral;
and (c) no Secured Party will have any obligation or liability under any
contracts or agreements included in the Collateral by reason of this Agreement,
nor will any Secured Party be obligated to perform any of the obligations or
duties of the Debtor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder.
-6-
Section
15. [intentionally
deleted]
Section
16. Power of
Attorney. The Debtor hereby irrevocably designates and
appoints each of the Secured Parties as the Debtor’s true and lawful
attorney-in-fact, and authorizes the Secured Parties, in the Debtor’s or each
Secured Party’s name, to: (a) at any time an Event of Default exists
or has occurred and is continuing (i) demand payment on receivables or
other Collateral, (ii) enforce payment of receivables by legal proceedings
or otherwise, (iii) exercise all of the Debtor’s rights and remedies to
collect any receivable or other Collateral, (iv) sell or assign any
receivable upon such terms, for such amount and at such time or times as the
Secured Parties deems advisable, (v) settle, adjust, compromise, extend or
renew an account, (vi) discharge and release any receivable,
(vii) prepare, file and sign the Debtor’s name on any proof of claim in
bankruptcy or other similar document against an account debtor or other obligor
in respect of any receivables or other Collateral, (viii) notify the post
office authorities to change the address for delivery of remittances from
account debtors or other obligors in respect of receivables or other proceeds of
Collateral to an address designated by Secured Parties, and open and dispose of
all mail addressed to the Debtor and handle and store all mail relating to the
Collateral; (ix) at any time to take control in any manner of any item of
payment in respect of receivables or constituting Collateral or otherwise
received in or for deposit in any deposit accounts maintained by the Debtor or
otherwise received by the Secured Parties, (x) have access to any lockbox
or postal box into which remittances from account debtors or other obligors in
respect of receivables or other proceeds of Collateral are sent or received,
(xi) endorse the Debtor’s name upon any items of payment in respect of
receivables or constituting Collateral or otherwise received by the Secured
Parties and deposit the same in Secured Parties’ account for application to the
Obligations, (xii) endorse the Debtor’s name upon any chattel paper,
document, instrument, invoice, or similar document or agreement relating to any
receivable or any goods pertaining thereto or any other Collateral, including
any warehouse or other receipts, or bills of lading and other negotiable or
non-negotiable documents, and (xiii) sign the Debtor’s name on any
verification of receivables and notices thereof to account debtors or any
secondary obligors or other obligors in respect thereof and (b) do all acts
and things which are necessary, in the Secured Parties’ determination, to
fulfill the Debtor’s obligations under this Agreement and the
Notes. The Debtor hereby releases each Secured Party and its
officers, employees and designees from any liabilities arising from any act or
acts under this power of attorney and in furtherance thereof, whether of
omission or commission, except as a result of such Secured Party’s own gross
negligence or wilful misconduct as determined pursuant to a final non-appealable
order of a court of competent jurisdiction.
-7-
Section
17. Right to
Cure. The Secured Parties may, but is not required to, at any
time an Event of Default exists or has occurred and is continuing (a) upon
notice to the Debtor, cure any material default by the Debtor under any material
agreement with a third party that materially affects the Collateral, its value
or the ability of the Secured Parties to collect, sell or otherwise dispose of
the Collateral or the rights and remedies of the Secured Parties therein or the
ability of the Debtor to perform its obligations hereunder or under the Notes,
(b) pay or bond on appeal any judgment entered against the Debtor,
(c) discharge taxes, liens, security interests or other encumbrances at any
time levied on or existing with respect to the Collateral and (d) pay any
amount, incur any expense or perform any act which, in the Secured Parties’
judgment, is necessary or appropriate to preserve, protect, insure or maintain
the Collateral and the rights of the Secured Parties with respect
thereto. The Secured Parties may add any amounts so expended to the
Obligations and charge the Debtor therefor, such amounts to be repayable by the
Debtor on demand. The Secured Parties shall be under no obligation to
effect such cure, payment or bonding and shall not, by doing so, be deemed to
have assumed any obligation or liability of the Debtor. Any payment
made or other action taken by the Secured Parties under this Section shall be
without prejudice to any right to assert an Event of Default hereunder and to
proceed accordingly.
Section
18. Governing Law; Consent to
Jurisdiction; Jury Trial Waiver. THIS AGREEMENT IS INTENDED TO TAKE
EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICT OF LAW PRINCIPLES THEREOF. EACH OF THE PARTIES HERETO AGREES
TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT. Each of the parties hereto hereby irrevocably
consents to the non-exclusive jurisdiction of the Supreme Court of New York, New
York County and the United States District Court of New York, New York County
and waives trial by jury in any action or proceeding with respect to this
Agreement. THE
DEBTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE DEBTOR AND SECURED PARTIES
IN RESPECT OF THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR
OTHERWISE.
Section
19. Amendments,
Etc. No amendment or waiver of any provision of this Agreement
or consent to any departure by the Debtor herefrom shall in any event be
effective unless the same shall be in writing and signed by the parties hereto,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.
Section
20. Notices. Unless
otherwise provided herein, communications provided for hereunder shall be in
writing and shall be mailed, couriered, telecopied or delivered, to any party at
its address for notices set forth above, or, as to each party, at such other
address as shall be designated by such party in a written notice to the other
parties. All such notices and other communications to the Debtor or
the Secured Parties shall be deemed given when delivered personally, mailed by
certified mail (postage pre-paid and return receipt requested), sent by
overnight courier service or faxed (transmission confirmed), or otherwise
actually received.
-8-
Section
21. Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such a manner
as to be effective and valid under Applicable Law, but if any provision of this
Agreement shall be prohibited by or invalid under Applicable Law, such
provisions shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provisions or the
remaining provisions of this Agreement.
Section
22. RELATIONSHIP WITH
INTERCREDITOR AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, THE ENFORCEMENT OF THE LIEN AND SECURITY INTEREST GRANTED TO THE
SECURED PARTIES PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR
REMEDY BY THE SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT, DATED THE DATE HEREOF (THE “INTERCREDITOR
AGREEMENT”) AMONG THE SECURED PARTIES. IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS SECURITY
AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN; PROVIDED THAT NOTHING
IN THE INTERCREDITOR AGREEMENT SHALL AFFECT THE ATTACHMENT OF OR, SUBJECT TO THE
PRIORITIES ESTABLISHED IN THE INTERCREDITOR AGREEMENT, PERFECTION OF THE LIEN
AND SECURITY INTEREST GRANTED TO THE SECURED PARTIES PURSUANT TO THIS
AGREEMENT.
Section
23. Counterparts. This
Agreement may be executed in several counterparts, each of which shall be an
original and all of which, taken together, shall constitute but one and the same
instrument.
Section
24. Miscellaneous. The
headings of each section of this Agreement are for convenience only and shall
not define or limit the provisions thereof. This Agreement and all
rights and obligations hereunder shall be binding upon the Debtor and its
successors and assigns (including, without limitation, trustees and
liquidators), and shall inure to the benefit of the Secured Parties and their
successors and assigns (including, without limitation, trustees and
liquidators).
[signature page
follows]
-9-
IN
WITNESS WHEREOF, each of the Secured Parties and the Debtor has caused this
Agreement to be duly executed and delivered under seal by its duly authorized
officer as of the day first above written.
|
UNITED
ENERGY CORP.
By:/s/ Xxxxxx Xxxxx
|
||
|
Name: Xxxxxx
Xxxxx
|
||
|
Title: President
|
||
|
/s/ Xxxxxx Xxxxx
|
||
|
Xxxxxx
Xxxxx
|
||
|
/s/ Xxxx Xxxxxx
|
||
|
Xxxx
Xxxxxx
|
||
|
/s/ Xxxxxx Xxxxxxxxx
|
||
|
Xxxxxx
Xxxxxxxxx
|
