Exhibit 1.4
BORROWER SECURITY AGREEMENT
---------------------------
THIS BORROWER SECURITY AGREEMENT (this "Agreement"),
dated as of August 22, 1997, is executed by and between American
Eco Funding Corp., a corporation organized under the laws of the
State of Delaware, having its chief executive office at 11011
Jones Road, Houston, Texas 77070 (the "Grantor"), and Union Bank
of California, N.A., as "Agent" for itself and for the other
"Secured Parties" under the "Credit Agreement" (as such terms are
defined below).
PRELIMINARY STATEMENT. The Grantor has entered into a
certain Credit and Guaranty Agreement of even date herewith among
the Grantor, American Eco Corporation (the "Parent Guarantor"),
which owns 100% of the issued and outstanding common stock of the
Grantor, as guarantor of the Grantor's obligations thereunder,
the institutions from time to time party thereto as lenders (the
"Lenders"), the institutions from time to time party thereto as
issuing banks (the "Issuing Banks"), and Union Bank of
California, N.A., as agent (in such capacity, the "Agent") for
the Lenders and the Issuing Banks and the other Secured Parties
(as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"; unless
otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Credit Agreement)
providing for the making of Loans to the Grantor for the benefit
of the Grantor and/or other Subsidiaries of the Parent Guarantor,
and for the issuance of Letters of Credit for the account of the
Grantor and/or other Subsidiaries of the Parent Guarantor. It is
a condition precedent to the extensions of credit under the
Credit Agreement that the Grantor shall have granted the security
interest contemplated by this Agreement, in order to secure its
obligations under the Credit Agreement.
NOW, THEREFORE, in consideration of the premises set
forth herein and in order to induce the Lenders to make Loans and
the Issuing Banks to issue Letters of Credit under the Credit
Agreement, the Grantor hereby agrees with the Agent for its
benefit and the ratable benefit of the Secured Parties as
follows:
SECTION 1. Grant of Security. The Grantor hereby
-----------------
grants to the Agent for its benefit and the ratable benefit of
the Secured Parties, a security interest in all of the Grantor's
right, title and interest in and to the following, in each case
whether now owned or existing or hereafter acquired or arising
and however and wherever arising or located (the "Collateral"):
(a) Equipment;
(b) Inventory;
(c) Receivables;
(d) General Intangibles;
(e) chattel paper, instruments and documents: all
chattel paper, all instruments, including, without limitation,
all notes evidencing intercompany loans, and all bills of lading,
warehouse receipts and other documents of title;
(f) other Property: all Property and interests in
property of the Grantor which may now be in or may hereafter come
into the possession, custody or control of the Agent or any
Secured Party, or any agent or affiliate of the Agent or any
Secured Party, in any way or for any purpose (whether for
safekeeping, deposit, custody, pledge, transmission, collection
or otherwise), and all rights and interests of the Grantor in
respect of any and all (i) drafts, letters of credit, stocks,
bonds, and debt and equity securities, whether or not
certificated, and warrants, options, puts and calls and other
rights to acquire or otherwise relating to the same, and all
securities accounts, financial assets and security entitlements,
(ii) interest rate and currency exchange agreements, including,
without limitation, cap, collar, floor, forward and similar
agreements and interest rate protection agreements, (iii) cash
and Cash Equivalents, and (iv) proceeds of loans, advances and
other financial accommodations, including, without limitation,
Loans, advances and other financial accommodations made or
extended under the Credit Agreement; and all other personal
Property and interests in personal property of the Grantor not
specifically included in Sections 1(a) through 1(e) above; and
------------- ----
(g) all accessions and additions to, substitutions and
documents for, and replacements, proceeds and products of any of
the foregoing Collateral, and all payments under insurance
(whether or not the Agent is the loss payee thereof), and any
indemnity, warranty or guaranty, payable by reason of loss or
damage to or otherwise with respect to any of the foregoing
Collateral, to the extent not otherwise included.
SECTION 2. Security for Obligations. The Liens and
------------------------
security interests granted in this Agreement secure the payment
and performance of all of the obligations of the Grantor under
the Credit Agreement, including, without limitation, the
Obligations, and all other liabilities, obligations, covenants
and duties owing to the Agent and/or any Secured Party from or by
the Grantor of any kind or nature, present or future, whether or
not evidenced by any note, guaranty or other instrument, arising
under or in connection with this Agreement or any of the other
Loan Documents, whether or not for the payment of money, whether
direct or indirect (including those acquired by assignment),
absolute or contingent, due or to become due, now existing or
hereafter arising, and however acquired (all such obligations of
the Grantor being the "Secured Obligations"). Without limiting
the generality of the foregoing, the Liens and security interests
granted in this Agreement secure the payment of all amounts which
constitute part of the Secured Obligations and would be owed by
the Grantor to the Agent and/or any Secured Party but for the
fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding
involving the Grantor.
SECTION 3. 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 to perform all of its duties and
obligations thereunder to the same extent as if this Agreement
had not been executed, (b) the exercise by the Agent of any of
the rights hereunder shall not release the Grantor from any of
its duties or obligations under the contracts and agreements
included in the Collateral, and (c) neither the Agent nor any
Secured Party shall have any obligation or liability under the
contracts and agreements included in the Collateral by reason of
this Agreement, nor shall the Agent or any 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 in which a security interest is granted
hereunder.
SECTION 4. Representations and Warranties. The
------------------------------
Grantor represents and warrants as follows:
(a) All of the Inventory and Equipment is located at
the places specified on Exhibit A attached hereto and made a part
---------
hereof, except for Inventory in transit, provided that Inventory
and Equipment may be moved to other locations in accordance with
Section 6(a). All of the Inventory which is imported from a
------------
location outside the United States arrives at one of the ports or
other locations identified on Exhibit A. If any location of
---------
Inventory or Equipment is subject to a lease, sublease, mortgage
or similar instrument, the name and address of each lessor,
sublessor, lessee, sublessee and/or mortgagee (other than the
Grantor) is set forth on Exhibit A below the address of such
---------
location or on a notice delivered to the Agent pursuant to
Section 6(a). The name and address of each bailee, processor,
------------
warehouseman, consignee or other Person in possession of any of
the Inventory or Equipment (each such Person being a "Bailee") on
the date hereof, other than carriers and shippers of Inventory in
transit, is set forth on Exhibit A, together with the address of
---------
the location where such Inventory or Equipment is or may be held.
Except as otherwise indicated on Exhibit A, no Person (other than
---------
a Person identified on Exhibit A as being a consignee) in
---------
possession of any of the Inventory or Equipment conducts a
business at the location of such Inventory or Equipment other
than a business in the nature of warehousing or transporting
goods for others. In the event that any Inventory is in the
possession of a Bailee, such Inventory shall not be evidenced by
a negotiable instrument or document.
(b) The principal place of business and chief
executive office of the Grantor are located at the address first
specified above for the Grantor or at such other address as the
Grantor may designate in accordance with Section 7, and all
---------
records concerning the Receivables are located at the addresses
specified on Exhibit B attached hereto and made a part hereof or
---------
at such other addresses as the Grantor may designate in
accordance with Section 7. The amount represented by the Grantor
---------
from time to time to the Agent as the amount owing by each
account debtor or by all account debtors in respect of any
accounts will, at such time, be the correct amount actually and
unconditionally owing by such account debtor(s) thereunder to the
best of the Grantor's knowledge (except to the extent, if any,
that such account debtor(s) may be entitled to normal trade
discounts, adjustments, returns and allowances).
(c) The Grantor has good, indefeasible and
merchantable title to the Collateral. The Grantor is the legal
and beneficial owner of the Collateral free and clear of any
Lien, except for the security interest created by this Agreement
and Liens permitted under Section 10.3 of the Credit Agreement.
Except as identified on Schedule 1.1.4 to the Credit Agreement,
no financing statement or other instrument similar in effect
covering all or any part of the Collateral is on file in any
recording office on the date hereof, except such as may have been
filed in favor of the Agent relating to this Agreement.
(d) The correct corporate name of the Grantor on the
date hereof is AMERICAN ECO FUNDING CORP. and, except as set
forth on Exhibit C attached hereto and made a part hereof, the
---------
Grantor has no other corporate or fictitious name and has not,
during the immediately preceding five (5) years, been known by or
used any other corporate or fictitious name. The Grantor will
not change its name, identity or structure in any manner unless
the Grantor shall have given the Agent at least sixty (60) days'
prior written notice thereof.
(e) This Agreement, together with the filing of the
financing statements listed on Exhibit D attached hereto and made
---------
a part hereof, upon the giving of value to the Grantor by the
Secured Parties, creates a valid and perfected first priority
security interest in the Collateral, securing the payment of the
Secured Obligations, and all such filings and other actions which
the Agent has informed the Grantor are necessary or desirable to
perfect and protect such security interest have been duly made or
taken.
(f) No consent of any other Person and no
authorization, approval or other action by, and no notice to or
filing with, any Governmental Authority is required (i) for the
grant by the Grantor of the security interest granted hereby or
for the execution, delivery or performance of this Agreement by
the Grantor or, (ii) for the perfection (except for filings
required to perfect a security interest in Collateral) or, except
for the filing of the appropriate continuation statements with
respect to the financing statements listed on Exhibit D,
---------
maintenance of the security interest created hereby (including
the maintenance of the first priority nature of such security
interest) or (iii) for the exercise by the Agent of its rights
and remedies hereunder.
(g) There are no conditions precedent to the
effectiveness of this Agreement that have not been satisfied or
waived in writing.
SECTION 5. Further Assurances.
------------------
(a) The Grantor agrees that from time to time, at the
expense of the Grantor, the Grantor will promptly execute and
deliver all further instruments and documents, and take all
further action which may be necessary or desirable in the opinion
of the Agent or its counsel, or that the Agent may reasonably
request, in order to perfect and protect any security interest
granted or purported to be granted hereby and enable the Agent to
exercise and enforce its rights and remedies hereunder with
respect to any Collateral, and the Grantor shall in any event
take such action as may be required to maintain the truthfulness
and accuracy of the representations and warranties contained in
Section 4. Without limiting the generality of the foregoing: (i)
---------
in the event that the Grantor has accounts with respect to which
the account debtor is the United States of America or any
department, agency or instrumentality thereof (all such accounts
being hereinafter referred to as "Government Receivables"), the
Grantor shall, at the request of the Agent, with respect to such
Government Receivables, promptly comply with the Assignment of
Claims Act of 1940, as amended (31 U.S.C. Section 3727 et seq.),
-- ---
and shall promptly deliver to the Agent evidence of such compliance,
which evidence shall be in form and substance satisfactory to the
Agent in its sole discretion; (ii) the Grantor shall execute and
file such financing and continuation statements, and amendments
thereto, and such other instruments or notices, as may be
necessary or desirable, or as the Agent may request, in order to
perfect and preserve the security interest granted or purported
to be granted hereby; and (iii) the Grantor shall obtain and
deliver to the Agent notices, agreements (including, without
limitation, subordination agreements) and other documents
reasonably requested by the Agent for the purpose of giving
advice of and perfecting the Liens granted to the Agent for its
benefit and the ratable benefit of the Secured Parties and
establishing the senior priority of the Agent's security interest
over such other parties' rights and interests in respect of
Equipment, Inventory or other Collateral held in the possession
of, Bailees, lessors, mortgagees or other third parties, and
shall use its best efforts to cause such third parties to
acknowledge or consent to such notices, agreements and other
documents.
(b) The Grantor hereby authorizes the Agent to file
one or more financing and continuation statements, and amendments
thereto, relating to all or any part of the Collateral without
the signature of the Grantor where permitted by law. The Grantor
hereby agrees that a photocopy or other reproduction of this
Agreement or any financing statement covering the Collateral or
any part thereof shall be sufficient as a financing statement
where permitted by law.
SECTION 6. Covenants Regarding Equipment and
---------------------------------
Inventory.
---------
(a) The Grantor shall keep the Equipment and
Inventory, except for Inventory in transit, at the locations
specified on Exhibit A or, upon thirty (30) days' prior written
---------
notice to the Agent, at such other places in jurisdictions where
all actions required by Section 5 shall have been taken with
---------
respect to the Equipment and Inventory.
(b) If any Equipment or Inventory is in the possession
or control of any Bailee or any of the Grantor's agents, the
Grantor shall notify such Bailee or agent of the Agent's security
interest in such Equipment or Inventory and, upon the Agent's
request following the occurrence of an Event of Default, direct
such Bailee or agent to hold all such Equipment or Inventory for
the Agent's account and subject to the Agent's instructions.
SECTION 7. Covenants Regarding Receivables. The
-------------------------------
Grantor shall keep its chief place of business and chief
executive office and the office where it keeps its records
concerning the Receivables at the location(s) specified on
Exhibit B or, upon thirty (30) days' prior written notice to the
---------
Agent, at any other locations in a jurisdiction where all actions
required by Section 5 shall have been taken with respect to the
---------
Receivables.
SECTION 8. Appointed Attorney-in-Fact. The Grantor
--------------------------
hereby irrevocably appoints the Agent the Grantor's
attorney-in-fact, with full authority in the place and stead of
the Grantor and in the name of the Grantor or otherwise, from
time to time in the Agent's discretion, to take any action and to
execute any instrument which the Agent may deem necessary or
advisable to accomplish the purposes of this Agreement,
including, without limitation, following the occurrence of an
Event of Default:
(a) to ask, demand, collect, sue for, recover,
compromise, receive and give acquittance and receipts for moneys
due and to become due under or in connection with any of the
Collateral;
(b) to receive, indorse, and collect any drafts or
other instruments, documents and chattel paper, in connection
with clause (a) above;
---------
(c) to file any claims or take any action or institute
any proceedings which the Agent may deem necessary or desirable
for the collection of any of the Collateral or otherwise to
enforce the rights of the Agent with respect to any of the
Collateral; and
(d) to receive, open and dispose of all mail addressed
to the Grantor.
The Grantor hereby ratifies all that such attorney-in-fact shall
lawfully do or cause to be done by virtue hereof. This power of
attorney is coupled with an interest and shall be irrevocable.
SECTION 9. Agent May Perform. If the Grantor fails to
-----------------
perform any agreement contained herein, the Agent may itself
perform, or cause performance of, such agreement, and the
expenses of the Agent incurred in connection therewith shall be
payable by the Grantor to the Agent upon demand by the Agent.
SECTION 10. The Agent's Rights and Duties. The powers
-----------------------------
conferred on the Agent and the Secured Parties hereunder are
solely to protect their interest in the Collateral and shall not
impose any duty upon any of them to exercise any such powers.
Except for the safe custody of any Collateral in its possession
and the accounting for moneys actually received by it hereunder,
the Agent shall have no duty as to any Collateral. Any action
taken or omitted to be taken by the Agent in connection with any
of the Collateral shall not result in any liability of the Agent
to the Grantor unless such action or omission shall be determined
by a court of competent jurisdiction to have arisen out of the
gross negligence or willful misconduct of the Agent. The Agent
may exercise any of its rights and execute any of its duties
hereunder by or through agents or employees and shall be entitled
to advice of counsel concerning all matters pertaining to its
rights and duties hereunder.
SECTION 11. Remedies. If any Event of Default shall
--------
have occurred and be continuing:
(a) The Agent may exercise in respect of the
Collateral, in addition to other rights and remedies provided for
herein or otherwise available to it, all the rights and remedies
of a secured party upon default under the Uniform Commercial Code
in effect in the State of New York at that time (the "Uniform
Commercial Code") (whether or not the Uniform Commercial Code
applies to the affected Collateral), and also may (i) without
notice, demand or legal process of any kind, all of which the
Grantor hereby waives to the extent permitted by applicable law,
at any time or times enter the Grantor's premises and take
physical possession of the Collateral and maintain such
possession on the Grantor's premises, at no cost to the Agent, or
remove the Collateral or any part thereof, to such other places
as the Agent may desire, (ii) require the Grantor to, and the
Grantor hereby agrees that it will at its own expense and upon
request of the Agent forthwith, assemble all or part of the
Collateral as directed by the Agent and make it available to the
Agent at a place to be designated by the Agent which is
reasonably convenient to both parties, and (iii) without notice,
except as specified below, sell, lease, assign, grant an option
or options to purchase or otherwise dispose of the Collateral or
any part thereof in one or more parcels at public or private
sale, at any of the Agent's offices or elsewhere, for cash, on
credit or for future delivery, and upon such other terms as the
Agent may deem commercially reasonable. The Grantor agrees that,
to the extent notice of sale shall be required by law, at least
five (5) business days' notice to the Grantor of the time and
place of any public sale or the time after which any private sale
is to be made shall constitute commercially reasonable
notification. The Agent shall not be obligated to make any sale
of Collateral regardless of notice of sale having been given.
The Agent may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and
place to which it was so adjourned. The Agent is hereby granted
a license or other right to use, without charge, the Grantor's
trademarks, registered trademarks, trademark applications,
service marks, registered service marks, service mark
applications, patents, patent applications, trade names, rights
of use of any name, labels, fictitious names, inventions,
designs, trade secrets, computer programs, software, printouts
and other computer materials, goodwill, registrations,
copyrights, copyright applications, permits, licenses,
franchises, customer lists, credit files, correspondence, and
advertising materials, or any Property of a similar nature, as it
pertains to the Collateral, or any rights to any of the
foregoing, in completing production of, advertising for sale, and
selling any Collateral, and the Grantor's rights under all
licenses and franchise agreements shall inure to the Agent's
benefit.
(b) IF AN EVENT OF DEFAULT OCCURS, THE GRANTOR HEREBY
IRREVOCABLY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND
PRIOR TO THE EXERCISE BY THE AGENT OF ITS RIGHTS TO REPOSSESS THE
COLLATERAL WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY
UPON SUCH COLLATERAL WITHOUT PRIOR NOTICE OR HEARING.
(c) Any cash held by the Agent as Collateral and all
cash proceeds received by the Agent in respect of any sale of,
collection from, or other realization upon all or any part of the
Collateral may, in the discretion of the Agent, be held by the
Agent as Cash Collateral for, and/or then or at any time
thereafter be applied in whole or in part by the Agent for its
benefit and for the ratable benefit of the Secured Parties
against, all or any part of the Secured Obligations in such order
as the Agent shall elect, subject to any provision of the Credit
Agreement governing the application of such cash, proceeds, or
other realization upon the Collateral.
(d) The Agent shall have the right, upon notice to the
Grantor of its intention to do so, to notify the account debtors
or obligors under any Receivables of the assignment of such
Receivables to the Agent and to direct such account debtors or
obligors to make payment of all amounts due or to become due to
the Grantor thereunder directly to the Agent and, upon such
notification and at the expense of the Grantor, to enforce
collection of any such Receivables, and to adjust, settle or
compromise the amount or payment thereof, in the same manner and
to the same extent as the Grantor might have done. After receipt
by the Grantor of the notice from the Agent referred to in the
preceding sentence, (i) all amounts and proceeds (including
instruments) received by the Grantor in respect of the
Receivables shall be received in trust for the benefit of the
Agent hereunder, shall be segregated from other funds of the
Grantor and shall be forthwith paid over to the Agent in the same
form as so received (with any necessary indorsement) to be held
as Cash Collateral and shall be applied as provided by Section
-------
11(c) above, and (ii) the Grantor shall not adjust, settle or
----
compromise the amount or payment of any Receivable, release
wholly or partly any account debtor or obligor thereof, or allow
any credit or discount thereon. In any suit, proceeding or
action brought by the Agent under any account comprising part of
the Collateral, the Grantor will save, indemnify and keep the
Agent and each Secured Party harmless from and against all
expense, loss or damages suffered by reason of any defense,
setoff, counterclaim, recoupment or reduction of liability
whatsoever of the obligor thereunder, arising out of a breach by
the Grantor of any obligation or arising out of any other
agreement, Indebtedness or liability at any time owing to or in
favor of such obligor or its successors from the Grantor, and all
such obligations of the Grantor shall be and shall remain
enforceable against and only against the Grantor and shall not be
enforceable against the Agent or any Secured Party.
SECTION 12. Amendments, Etc. No amendment or waiver
---------------
of any provision of this Agreement, and no consent to any
departure by the Grantor herefrom, shall in any event be
effective unless the same shall be in writing and signed by the
Agent, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which
given.
SECTION 13. Notices, Etc. All notices and other
------------
communications provided for hereunder shall be given in the
manner and to the addresses set forth in the Credit Agreement,
except that any notice provided by the Grantor to the Agent
hereunder shall be effective only upon receipt thereof by the
Agent.
SECTION 14. Continuing Security Interest; Assignments
-----------------------------------------
under Credit Agreement; Termination; Payments Set Aside. This
-------------------------------------------------------
Agreement shall create a continuing security interest in the
Collateral and shall (i) remain in full force and effect until
payment in full in cash of the Secured Obligations and
termination of the Credit Agreement, (ii) be binding upon the
Grantor, its successors and assigns, and (iii) inure to the
benefit of, and be enforceable by, the Agent, the Secured Parties
and their respective successors, and permitted transferees and
assigns. Without limiting the generality of the foregoing clause
------
(iii), any Secured Party may assign or otherwise transfer all or
----
any portion of its rights and obligations under the Credit
Agreement in accordance with the terms thereof (including,
without limitation, all or any portion of its Commitments and any
Loans or Reimbursement Obligations owing to it) to any other
Person, and such other Person shall thereupon become vested with
all the benefits in respect thereof granted to such Secured Party
herein or otherwise. Upon the payment in full in cash of the
Secured Obligations and the termination of the Credit Agreement,
the security interest granted hereby shall terminate and all
rights to the Collateral shall revert to the Grantor. To the
extent that the Grantor makes a payment or payments to the Agent
or any Secured Party, or the Agent or the Secured Parties enforce
their security interests or exercise their rights of set-off, and
such payment or payments or the proceeds of such enforcement or
set-off or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party
under any bankruptcy law, state or federal law, common law or
equitable cause, then, to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied,
and all Liens, rights and remedies therefor, shall be revived and
continued in full force and effect as if such payment had not
been made or such enforcement or set-off had not occurred.
SECTION 15. Survival of Representations and
-------------------------------
Warranties. The Grantor covenants, warrants, and represents to
----------
the Agent and the Secured Parties that all representations and
warranties of the Grantor contained in this Agreement shall be
true at the time of the Grantor's execution of this Agreement,
shall survive the execution, delivery and acceptance hereof by
the parties hereto and the closing of the transactions described
in the Credit Agreement and the other Loan Documents and shall
continue in effect until all of the Secured Obligations shall
have been paid in full in cash and the Credit Agreement has been
terminated.
SECTION 16. Governing Law; Terms; Severability. This
----------------------------------
Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York (without reference to choice-
of-law principles), except as required by mandatory provisions of
law and except to the extent that the validity or perfection of
the security interest hereunder, or any of the remedies
hereunder, in respect of any particular Collateral, may be
governed by the laws of a jurisdiction other than the State of
New York. Unless otherwise defined herein or in the Credit
Agreement, terms used in Article 9 of the Uniform Commercial Code
are used herein as therein defined. If any provision of this
Agreement shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
SECTION 17. No Waiver; Remedies. No failure on the
-------------------
part of any Secured Party or the Agent to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
SECTION 18. Marshalling; Recourse to Security. None
---------------------------------
of the Secured Parties or the Agent shall be under any obligation
to marshall any assets in favor of the Grantor or any other party
or against or in payment of any or all of the Secured
Obligations. Recourse to security shall not be required at any
time.
SECTION 19. Construction.
------------
(a) The parties acknowledge that each party and its
counsel have reviewed and revised this Agreement and that the
normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or any
amendments or exhibits hereto.
(b) The words "hereof", "herein" and "hereunder" and
words of like import when used in this Agreement shall refer to
this Agreement as a whole and not to any particular provision of
this Agreement and section references are to this Agreement
unless otherwise specified.
(c) All terms defined in this Agreement in the
singular shall have comparable meanings when used in the plural,
and vice versa, unless otherwise specified.
---- -----
SECTION 20. Headings. Section headings in this
--------
Agreement are included herein for convenience of reference only
and shall not constitute a part of this Agreement for any other
purpose.
SECTION 21. Execution in Counterparts. This Agreement
-------------------------
and any amendments, waivers, consents, or supplements hereto may
be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
AMERICAN ECO FUNDING CORP.
By: /s/ David L. Norris
------------------------------
Name: David L. Norris
-----------------------------
Title: Vice President
----------------------------
UNION BANK OF CALIFORNIA, N.A., as
Agent
By: /s/ Vicente C. Bendanillo
-------------------------------
Name: Vicente C. Bendanillo
-----------------------------
Title: Vice President
----------------------------
By: /s/ Yoland Hollis
-------------------------------
Name: Yoland Hollis
-----------------------------
Title: Vice President
----------------------------