SECURITY AGREEMENT
Exhibit 10.8
THIS
SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified
from time to time, this “Agreement”) dated as of July
1, 2008 by and between Sahara Media, Inc., a Delaware corporation (the “Company”) and , Xxxx Xxxxxx
Bridge & Opportunity Fund, together with its successors and assigns in such
capacity, the “Secured
Party”).
W I T N E
S S E T H:
WHEREAS, on the date hereof, the
Company entered into a Debenture Agreement in which the Secured Party has loaned
the Company $500,000 (the “Debenture Agreement”), which is secured by all the
assets of the Company as set forth herein.
NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section
1. Definitions. Capitalized
terms used herein without definition and defined in the Debenture Agreement are
used herein as defined therein. In addition, as used
herein:
“Collateral” shall have the
meaning ascribed thereto in Section 3
hereof.
“Copyrights” means any
copyrights, rights and interests in copyrights, works protectable by copyrights,
copyright registrations and copyright applications, including, without
limitation, the copyright registrations and applications listed on Schedule II attached
hereto (if any), and all renewals of any of the foregoing, all income,
royalties, damages and payments now and hereafter due and/or payable under or
with respect to any of the foregoing, including, without limitation, damages and
payments for past, present and future infringements of any of the foregoing and
the right to xxx for past, present and future infringements of any of the
foregoing..
“Documents” means any
“documents,” as such term is defined in the Uniform Commercial Code, and shall
include, without limitation, all documents of title (as defined in the Uniform
Commercial Code), bills of lading or other receipts evidencing or representing
Inventory or Equipment.
“Event of Default” shall have
the meaning set forth in the Debenture Agreement.
“Inventory” means any
“inventory,” as such term is defined in the Uniform Commercial
Code.
“Liabilities” shall mean all
obligations, liabilities and indebtedness of every nature of the Company from
time to time owed or owing under or in respect of this Agreement or the
Debenture Agreement as the case may be, including, without limitation, the
principal amount of all debts, claims and indebtedness, accrued and unpaid
interest and all fees, costs and expenses, whether primary, secondary, direct,
contingent, fixed or otherwise, heretofore, now and/or from time to time
hereafter owing, due or payable whether before or after the filing of a
bankruptcy, insolvency or similar proceeding under applicable federal, state,
foreign or other law and whether or not an allowed claim in any such
proceeding.
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“Lien” shall mean any mortgage,
lien, pledge, hypothecation, charge, security interest, encumbrance or
adverse claim of any kind and any restrictive covenant, condition, restriction
or exception of any kind that has the practical effect of creating a mortgage,
lien, pledge, hypothecation, charge, security interest, encumbrance or adverse
claim of any kind.
“Patents” means any patents and
patent applications, including, without limitation, the inventions and
improvements described and claimed therein, all patentable inventions and those
patents and patent applications listed on Schedule III
attached hereto (if any), and the reissues, divisions, continuations, renewals,
extensions and continuations-in-part of any of the foregoing, and all income,
royalties, damages and payments now or hereafter due and/or payable under or
with respect to any of the foregoing, including, without limitation, damages and
payments for past, present and future infringements of any of the foregoing and
the right to xxx for past, present and future infringements of any of the
foregoing.
“Proceeds” means “proceeds,” as
such term is defined in the Uniform Commercial Code and, in any event, includes,
without limitation, (a) any and all proceeds of any insurance, indemnity,
warranty or guaranty payable with respect to any of the Collateral, (b) any and
all payments (in any form whatsoever) made or due and payable from time to time
in connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral by any governmental body,
authority, bureau or agency (or any person acting under color of governmental
authority), and (c) any and all other amounts from time to time paid or payable
under, in respect of or in connection with any of the Collateral.
“Trademarks” means any
trademarks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, service marks, logos, other business
identifiers, prints and labels on which any of the foregoing have appeared or
appear, all registrations and recordings thereof, and all applications in
connection therewith, including, without limitation, the trademarks and
applications listed in Schedule IV attached
hereto (if any) and renewals thereof, and all income, royalties, damages and
payments now or hereafter due and/or payable under or with respect to any of the
foregoing, including, without limitation, damages and payments for past, present
and future infringements of any of the foregoing and the right to xxx for past,
present and future infringements of any of the foregoing.
“Uniform Commercial Code” shall
mean the Uniform Commercial Code as in effect from time to time in the State of
Texas; provided, that to the extent that the Uniform Commercial Code is used to
define any term herein and such term is defined differently in different
Articles or Divisions of the Uniform Commercial Code, the definition of such
term contained in Article or Division 9 shall govern.
Section
2. Representations, Warranties
and Covenants of the Company. The Company represents and
warrants to, and covenants with, the Secured Party as follows:
(a) the
Company has rights in and the power to transfer the Collateral in which it
purports to grant a security interest pursuant to Section 3 hereof
(subject, with respect to after acquired Collateral, to the Company acquiring
the same) and no Lien exists or will exist upon such Collateral at any
time.
(b) This
Agreement is effective to create in favor of Secured Party a valid security
interest in and Lien upon all of the Company’s right, title and interest in and
to the Collateral, and upon the filing of appropriate Uniform Commercial Code
financing statements in the jurisdictions listed on Schedule I attached
hereto, such security interest will be a duly perfected first priority security
interest in all of the Collateral.
(c) The
Company does not own any inventory.
Section
3. Collateral. As
collateral security for the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the Liabilities, the Company hereby
pledges and grants to the Secured Party, for the benefit of itself and the
Buyers, a Lien on and security interest in and to all of the Company’s right,
title and interest in the personal property and assets of the Company, whether
now owned by the Company or hereafter acquired and whether now existing or
hereafter coming into existence and wherever located (all being collectively
referred to herein as “Collateral”), including, without limitation:
(a) all
Trademarks, Patents and Copyrights; and
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(b) All
Company databases.
Section
4. Covenants;
Remedies. In furtherance of the grant of the pledge and
security interest pursuant to Section 3 hereof, the
Company hereby agrees with the Secured Party as follows:
4.1. Delivery and Other
Perfection; Maintenance, etc.
(a) Documents and
Actions. The Company shall give, execute, deliver, file and/or
record any financing statement, notice, instrument, document, agreement, or
other papers that may be necessary or desirable (in the reasonable judgment of
the Secured Party) to create, preserve, perfect or validate the security
interest granted pursuant hereto or to enable the Secured Party to exercise and
enforce the rights of the Secured Party hereunder with respect to such pledge
and security interest. Notwithstanding the foregoing, the Company
hereby irrevocably authorizes the Secured Party at any time and from time to
time to file in any filing office in any jurisdiction any initial financing
statements and amendments thereto that (a) covers the Collateral (i)
as all assets of the Company or words of similar effect, regardless of whether
any particular asset comprised in the Collateral falls within the scope of
Article 9 of the Uniform Commercial Code of the State of Delaware or such
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 Uniform Commercial Code of the State of Delaware or any other State for the
sufficiency or filing office acceptance of any financing statement or
amendment. The Company agrees to furnish any such information to the
Secured Party promptly upon request. The Company also ratifies its
authorization for the Secured Party to have filed in any jurisdiction any like
initial financing statements or amendments thereto if filed prior to the date
hereof.
(b) Intellectual
Property. The Company represents and warrants that the
Copyrights, Patents and Trademarks listed on Schedules II, III and
IV, respectively (if any), constitute all of the registered Copyrights
and all of the Patents and Trademarks now owned by the Company. If
the Company shall (i) obtain rights to any new patentable inventions, any
registered Copyrights or any Patents or Trademarks, or (ii) become entitled to
the benefit of any registered Copyrights or any Patents or Trademarks or any
improvement on any Patent, the provisions of this Agreement above shall
automatically apply thereto and the Company shall give to Secured Party prompt
written notice thereof. The Company hereby authorizes Secured Party
to modify this Agreement by amending Schedules II, III and
IV, as applicable, to include any such registered Copyrights or any such
Patents and Trademarks. The Company shall have the duty (i) to
prosecute diligently any patent, trademark, or service xxxx applications pending
as of the date hereof or hereafter, (ii) to make application on unpatented but
patentable inventions and on trademarks, copyrights and service marks, as
appropriate, (iii) to preserve and maintain all rights in the Copyrights,
Patents and Trademarks, to the extent material to the operations of the business
of the Company and (iv) to ensure that the Copyrights, Patents and Trademarks
are and remain enforceable, to the extent material to the operations of the
business of the Company. Except for any such items that a the Company
reasonably believes (using prudent industry customs and practices) are no longer
necessary for the on-going operations of its business, no the Company shall
abandon any right to file a patent, trademark or service xxxx application, or
abandon any pending patent, trademark or service xxxx application or any other
Copyright, Patent or Trademark without the written consent of Secured Party,
which consent shall not be unreasonably withheld.
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4.2 Other
Liens. The Company will not create, permit or suffer to exist,
and will defend the Collateral against and take such other action as is
necessary to remove, any Lien on the Collateral, and will defend the right,
title and interest of the Secured Party in and to the Collateral and in and to
all Proceeds thereof against the claims and demands of all Persons
whatsoever.
4.3 Events of Default,
Etc. During the period during which an Event of Default (as
defined in the Debenture Agreement) shall have occurred and be
continuing:
(a) the
Company shall, at the request of the Secured Party, assemble the Collateral and
make it available to Secured Party at a place or places designated by
the Secured Party which are reasonably convenient to Secured Party, as
applicable;
(b) the
Secured Party may make any reasonable compromise or settlement deemed desirable
with respect to any of the Collateral and may extend the time of payment,
arrange for payment in installments, or otherwise modify the terms of, any of
the Collateral;
(c) the
Secured Party shall have all of the rights and remedies with respect to the
Collateral of a Secured Party under the Uniform Commercial Code (whether or not
said Uniform Commercial Code is in effect in the jurisdiction where the rights
and remedies are asserted) and such additional rights and remedies to which a
Secured Party is entitled under the laws in effect in any jurisdiction where any
rights and remedies hereunder may be asserted, including, without limitation,
the right, to the maximum extent permitted by law, to: (i) exercise all voting,
consensual and other powers of ownership pertaining to the Collateral as if the
Secured Party were the sole and absolute owner thereof (and the Company agrees
to take all such action as may be appropriate to give effect to such right) and
(ii) to the appointment of a receiver or receivers for all or any part of the
Collateral, whether such receivership be incident to a proposed sale or sales of
such Collateral or otherwise and without regard to the value of the Collateral
or the solvency of any person or persons liable for the payment of the
Liabilities secured by such Collateral. The Company hereby consents
to the appointment of such receiver or receivers, waives any and all defenses to
such appointment and agrees that such appointment shall in no manner impair,
prejudice or otherwise affect the rights of Secured Party under this
Agreement. The Company hereby expressly waives notice of a hearing
for appointment of a receiver and the necessity for bond or an accounting by the
receiver;
(d) the
Secured Party, in its discretion may, in the name of the Secured Party or in the
name of a the Company or otherwise, demand, xxx for, collect or receive any
money or property at any time payable or receivable on account of or in exchange
for any of the Collateral, but shall be under no obligation to do
so;
(e) the
Secured Party may take immediate possession and occupancy of any premises owned,
used or leased by a the Company and exercise all other rights and remedies which
may be available to the Secured Party; and
(f) the
Secured Party may, upon ten (10) Business Days’ prior written notice to the
Company of the time and place (which notice the Company hereby agree is
commercially reasonable notification for purposes hereof), with respect to the
Collateral or any part thereof which shall then be or shall thereafter come into
the possession, custody or control of the Secured Party, sell, lease, license,
assign or otherwise dispose of all or any part of such Collateral, at such place
or places as the Secured Party deems best, and for cash or for credit or for
future delivery (without thereby assuming any credit risk), at public or private
sale, without demand of performance or notice of intention to effect any such
disposition or of the time or place thereof (except such notice as is required
above or by applicable statute and cannot be waived), and the Secured Party or
anyone else may be the purchaser, lessee, licensee, assignee or recipient of any
or all of the Collateral so disposed of at any public sale (or, to the extent
permitted by law, at any private sale) and thereafter hold the same absolutely,
free from any claim or right of whatsoever kind, including any right or equity
of redemption (statutory or otherwise), of the Company, any such demand, notice
and right or equity being hereby expressly waived and released. The
Secured Party may, without notice or publication, adjourn any public or private
sale or cause the same to be adjourned from time to time by announcement at the
time and place fixed for the sale, and such sale may be made at any time or
place to which the sale may be so adjourned.
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The proceeds of each collection, sale
or other disposition under this Section
4.3 shall be
applied in accordance with Section 4.8
hereof.
4.4 Deficiency. If
the proceeds of sale, collection or other realization of or upon the Collateral
are insufficient to cover the costs and expenses of such realization and the
payment in full of the Liabilities, the Company shall remain liable for any
deficiency.
4.5 Private
Sale. The Company recognizes that the Secured Party may be
unable to effect a public sale of any or all of the Collateral consisting of
securities by reason of certain prohibitions contained in the Securities Act of
1933, as amended (the “Act”), and applicable state
securities laws, but may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers who will be obliged to agree, among
other things, to acquire such Collateral for their own account for investment
and not with a view to the distribution or resale thereof. The
Company acknowledges and agrees that any such private sale may result in prices
and other terms less favorable to the seller than if such sale were a public
sale and, notwithstanding such circumstances, agrees that any such private sale
shall be deemed to have been made in a commercially reasonable
manner. The Secured Party shall be under no obligation to delay a
sale of any of the Collateral to permit a the Company to register such
Collateral for public sale under the Act, or under applicable state securities
laws, even if the Company would agree to do so. The Secured Party
shall not incur any liability as a result of the sale of any such Collateral, or
any part thereof, at any private sale provided for in this Agreement conducted
in a commercially reasonable manner, and the Company hereby waives any claims
against the Secured Party arising by reason of the fact that the price at which
the Collateral may have been sold at such a private sale was less than the price
which might have been obtained at a public sale or was less than the aggregate
amount of the Liabilities, even if the Secured Party accepts the first offer
received and does not offer the Collateral to more than one
offeree.
The
Company further agrees to do or cause to be done all such other acts and things
as may be necessary to make such sale or sales of any portion or all of any such
Collateral valid and binding and in compliance with any and all applicable laws,
regulations, orders, writs, injunctions, decrees or awards of any and all
courts, arbitrators or governmental instrumentalities, domestic or foreign,
having jurisdiction over any such sale or sales, all at the Company’s expense,
provided that
the Company shall be under no obligation to take any action to enable any or all
of such Collateral to be registered under the provisions of the
Act. The Company further agrees that a breach of any of the covenants
contained in this Section 4.5 will
cause irreparable injury to the Secured Party, that the Secured Party has no
adequate remedy at law in respect of such breach and, as a consequence, agrees
that each and every covenant contained in this Section 4.5 shall be
specifically enforceable against the Company, and the Company hereby waives and
agrees not to assert any defenses against an action for specific performance of
such covenants except for a defense that no Event of Default has occurred and is
continuing.
4.6 Perfection. Immediately
after the execution and delivery of this Agreement, the the Company shall file
such financing statements, assignments for security and other documents in such
offices as may be necessary or as the Secured Party to perfect the security
interests granted by Section 3 of this
Agreement.
4.7 Termination. This
Agreement and the Liens and security interests granted hereunder shall
upon the termination of the Notes and the full and complete
performance and indefeasible satisfaction of all the Liabilities in respect of
to the Notes (including, without limitation, the indefeasible payment in full in
cash of all such Liabilities). The Secured Party shall also return
any Collateral to the Company and execute and deliver to the Company upon such
termination and at the Company’ expense such Uniform Commercial Code termination
statements and such other documentation as shall be reasonably requested by the
Company to effect the termination and release of the Liens and security
interests in favor of the Secured Party affecting the Collateral.
4.8 Application of
Proceeds. The proceeds of any collection, sale or other
realization of all or any part of the Collateral, and any other cash at the time
held by the Secured Party under this Agreement, shall be applied in the manner
set forth in the Notes (or, if not so set forth, in a manner acceptable to, and
at the election of, the Secured Party).
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4.9 Attorney-in-Fact. The
Company hereby irrevocably constitutes and appoints the Secured Party, with full
power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of the Company and in the
name of the Company or in its own name, from time to time in the
discretion of the Secured Party, for the purpose of carrying out the terms of
this Agreement, to take any and all appropriate action and to execute and
deliver any and all documents and instruments which may be necessary or
desirable to perfect or protect any security interest granted hereunder or to
maintain the perfection or priority of any security interest granted hereunder,
and, without limiting the generality of the foregoing, hereby gives the Secured
Party the power and right, on behalf of the Company, without notice to or assent
by the Company, to do the following upon the occurrence and during the
continuation of any Event of Default:
(a) to
take any and all appropriate action and to execute and deliver any and all
documents and instruments which may be necessary or desirable to accomplish the
purposes of this Agreement;
(b) to
ask, demand, collect, receive and give acquittance and receipts for any and all
moneys due and to become due under any Collateral and, in the name of the
Company or its own name or otherwise, to take possession of and endorse and
collect any checks, drafts, notes, acceptances or other Instruments for the
payment of moneys due under any Collateral and to file any claim or to take any
other action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Secured Party for the purpose of collecting any and all such
moneys due under any Collateral whenever payable and to file any claim or to
take any other action or proceeding in any court of law or equity or otherwise
deemed appropriate by the Secured Party for the purpose of collecting any and
all such moneys due under any Collateral whenever payable;
(c) to
pay or discharge charges or liens levied or placed on or threatened against the
Collateral, to effect any insurance called for by the terms of this Agreement
and to pay all or any part of the premiums therefor;
(d) to
direct any party liable for any payment under any of the Collateral to make
payment of any and all moneys due, and to become due thereunder, directly to the
Secured Party or as the Secured Party shall direct, and to receive payment of
and receipt for any and all moneys, claims and other amounts due, and to become
due at any time, in respect of or arising out of any Collateral;
(e) to
sign and indorse any invoices, freight or express bills, bills of lading,
storage or warehouse receipts, drafts against debtors, assignments,
verifications and notices in connection with accounts and other Documents
constituting or relating to the Collateral;
(f) to
commence and prosecute any suits, actions or proceedings at law or in equity in
any court of competent jurisdiction to collect the Collateral or any part
thereof and to enforce any other right in respect of any
Collateral;
(g) to
defend any suit, action or proceeding brought against a Debtor with respect to
any Collateral;
(h) to
settle, compromise or adjust any suit, action or proceeding described above and,
in connection therewith, to give such discharges or releases as the Secured
Party may deem appropriate;
(i) to
the extent that a Debtor’s authorization given in Section 4.1(a) of
this Agreement is not sufficient to file such financing statements with respect
to this Agreement, with or without the Company’s signature, or to file a
photocopy of this Agreement in substitution for a financing statement, as the
Secured Party may deem appropriate and to execute in the Company’s name such
financing statements and amendments thereto and continuation statements which
may require the Company’s signature; and
(j) generally
to sell, transfer, pledge, make any agreement with respect to or otherwise deal
with any of the Collateral as fully and completely as though the Secured Party
were the absolute owners thereof for all purposes, and to do, at the Secured
Party’s option and at the Company’s expense, at any time, or from time to time,
all acts and things which the Secured Party reasonably deems necessary to
protect, preserve or realize upon the Collateral and the Secured Party’s lien
therein, in order to effect the intent of this Agreement, all as fully and
effectively as the Company might do.
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Each
Debtor hereby ratifies, to the extent permitted by law, all that such attorneys
lawfully do or cause to be done by virtue hereof. The power of
attorney granted hereunder is a power coupled with an interest and shall be
irrevocable until this Agreement is terminated in accordance with Section 4.11
hereof.
Each
Debtor also authorizes the Secured Party, at any time from and after the
occurrence and during the continuation of any Event of Default, (x) to
communicate in its own name with any party to any Contract with regard to the
assignment of the right, title and interest of the Company in and under the
Contracts hereunder and other matters relating thereto and (y) to execute, in
connection with any sale of Collateral provided for in Section 4.6 hereof,
any endorsements, assignments or other instruments of conveyance or transfer
with respect to the Collateral.
4.10 Perfection. Immediately
following the execution of this Agreement the Company shall file such financing
statements, assignments for security and other documents in such offices as may
be necessary or as the Secured Party or the Representative may request to
perfect the security interests granted by Section 3 of this
Agreement.
4.12 Limitation on Duty of
Secured Party. The powers conferred on the Secured Party under
this Agreement are solely to protect the Secured Parties’ interest in the
Collateral and shall not impose any duty upon it to exercise any such
powers. The Secured Party shall be accountable only for amounts that
it actually receives as a result of the exercise of such powers and neither the
Secured Party nor any of their respective officers, directors, employees or
agents shall be responsible to the Company for any act or failure to act, except
for willful misconduct. Without limiting the foregoing, the Secured
Party and shall be deemed to have exercised reasonable care in the
custody and preservation of the Collateral in their possession if such
Collateral is accorded treatment substantially equivalent to that which the
relevant Secured Party, in its individual capacity, accords its own property
consisting of the type of Collateral involved, it being understood and agreed
that neither the Secured Party shall have any responsibility for taking any
necessary steps (other than steps taken in accordance with the standard of care
set forth above) to preserve rights against any Person with respect to any
Collateral.
Section
5. Miscellaneous.
5.1 No
Waiver. No failure on the part of the Secured Parties to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise by the Secured Parties of any right, power
or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. The rights and remedies
hereunder provided are cumulative and may be exercised singly or concurrently,
and are not exclusive of any rights and remedies provided by law.
5.2 Governing
Law. This Agreement shall be governed by and construed in
accordance with the internal laws and decisions of the State of Texas applicable
to contracts made and to be performed in that State, without regard to conflict
of law principles thereof that would result in the application of the laws of
any jurisdiction other than the State of Texas.
5.3 Notices. All
notices, approvals, requests, demands and other communications hereunder shall
be delivered or made in the manner set forth in, and shall be effective in
accordance with the terms of the Purchase Agreement between the Company and the
Secured Party, dated the date hereof.
5.4 Amendments,
Etc. The terms of this Agreement may be waived, altered or
amended only by an instrument in writing duly executed by the the Company sought
to be charged or benefited thereby and the Secured Parties. Any such
amendment or waiver shall be binding upon the Secured Parties and the the
Company sought to be charged or benefited thereby and their respective
successors and assigns.
5.5 Successors and
Assigns. This Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of each of the parties hereto,
provided, that
the Company shall not assign or transfer its rights hereunder without the prior
written consent of the Secured Party. The Secured Party may assign
any or all of its rights under this Agreement to any Person to whom the Secured
Party assigns or transfers the Debenture, provided such transferee agrees in
writing to be bound, with respect to the transferred Debenture by the provisions
of this Agreement that apply to the “Secured Party.”
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5.6 Counterparts;
Headings. This Agreement may be authenticated in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may authenticate this Agreement by
signing any such counterpart. This Agreement may be authenticated by
manual signature or facsimile, .pdf or similar electronic signature, all of
which shall be equally valid. The headings in this Agreement are for convenience
of reference only and shall not alter or otherwise affect the meaning
hereof.
5.7 Severability. If
any provision hereof is invalid and unenforceable in any jurisdiction, then, to
the fullest extent permitted by law, (a) the other provisions hereof shall
remain in full force and effect in such jurisdiction and shall be liberally
construed in favor of the Secured Party in order to carry out the intentions of
the parties hereto as nearly as may be possible and (b) the invalidity or
unenforceability of any provision hereof in any jurisdiction shall not affect
the validity or enforceability of such provision in any other
jurisdiction.
5.9 GOVERNING LAW;
VENUE. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE
OF NEW YORK WITHOUT CONSIDERATION OF ITS CONFLICT OF LAW
PROVISIONS. The Company and the Secured Party hereby
expressly and irrevocably agrees and consents that any suit, action or
proceeding arising out of or relating to this Agreement or the transactions
contemplated herein or therein may be instituted by any Secured Party in any
State or Federal court sitting in Xxxxxx County, Texas, United States of
America, and, by the execution and delivery of this Agreement, the Company
expressly waives any objection that it may have now or hereafter to the
laying of the venue or to the jurisdiction of any such suit, action
or proceeding, and irrevocably submits generally and unconditionally to the
jurisdiction of any such court in any such suit, action or
proceeding.
5.10 No Strict
Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any
party.
5.11 Entire
Agreement. This Agreement supersedes all other prior oral or
written agreements between the Company and the Secured Parties and their
affiliates and persons acting on their behalf with respect to the matters
discussed herein, and this Agreement and instruments referenced herein and
therein contain the entire understanding of the parties with respect to the
matters covered herein and therein.
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Remainder of Page Intentionally Left Blank; Signature Page Follows
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IN
WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be
duly executed and delivered.
| DEBTOR: | |||
| SAHARA MEDIA, INC. | |||
|
|
By:
|
/s/ Xxxxxxxx Xxxxxxxx XX | |
| Name: Xxxxxxxx Xxxxxxxx XX | |||
| Title: Chief Executive Officer | |||
| Xxxx Xxxxxx Bridge & Opportunity Fund | |||
|
|
By:
|
/s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | |||
| Title: Managing Patrner | |||
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SCHEDULE
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TO
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SCHEDULE
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TO
U.S. Copyrights
Registrations; Foreign Copyright Registrations; U.S. Copyright Applications;
Foreign Copyright Applications; Copyright Licenses
U.S. Copyright
Registrations
Foreign Copyright
Registrations
U.S. Copyright
Applications
Foreign Copyright
Applications
Copyright
Licenses
11
SCHEDULE
III
TO
U.S. Patent Registrations;
Foreign Patent Registrations; U.S. Patent Applications; Foreign Patent
Applications; Patent Licenses
U.S. Patent
Registrations
Foreign Patent
Registrations
U.S. Patent
Applications
Foreign Patent
Applications
Patent
Licenses
12
SCHEDULE
IV
TO
U.S. Trademark
Registrations; Foreign Trademark Registrations; U.S. Trademark Applications;
Foreign Trademark Applications; Trademark Licenses
U.S. Trademark
Registrations
Foreign Trademark
Registrations
U.S. Trademark
Applications
Foreign Trademark
Applications
Trademark
Licenses
13
