PLEDGE
      AGREEMENT

     

    Dated
      as of September 2, 2005

     

    between

     

    CROSSPOINT
      ENERGY, LLC

     

    and

     

    D.
      B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TABLE
      OF CONTENTS

     

    
      	
              ARTICLE
                I

            
	
              DEFINITIONS;
                TERMS GENERALLY

            
	 
	
              Section
                1.01

            	
              Definitions

            	
              1

            
	
              Section
                1.02

            	
              Terms
                Generally; Rules of Construction

            	
              3

            
	 	 	 
	
              ARTICLE
                II

            
	
              GRANT
                OF SECURITY INTEREST

            
	 
	
              Section
                2.01

            	
              Grant
                of Security Interest

            	
              4

            
	
              Section
                2.02

            	
              Transfer
                of Pledged Securities

            	
              4

            
	
              Section
                2.03

            	
              Authorization
                to File Financing Statements

            	
              5

            
	 	 	 
	
              ARTICLE
                III

            
	
              REPRESENTATIONS
                AND WARRANTIES

            
	 
	
              Section
                3.01

            	
              Pledged
                Securities; Title; No Other Liens; Etc

            	
              5

            
	
              Section
                3.02

            	
              Perfected
                First Priority Liens

            	
              5

            
	
              Section
                3.03

            	
              Solvency

            	
              6

            
	
              Section
                3.04

            	
              Debtor
                Information

            	
              6

            
	
              Section
                3.05

            	
              No
                Other Property

            	
              6

            
	
              Section
                3.06

            	
              Organization

            	
              6

            
	
              Section
                3.07

            	
              Authority;
                Enforceability

            	
              6

            
	
              Section
                3.08

            	
              Approvals;
                No Conflicts

            	
              6

            
	 	 	 
	
              ARTICLE
                IV

            
	
              AFFIRMATIVE
                COVENANTS

            
	 
	
              Section
                4.01

            	
              Maintenance
                of Perfected Security Interest; Further Documentation

            	
              7

            
	
              Section
                4.02

            	
              Delivery
                of Documents and Information Related to Collateral

            	
              7

            
	
              Section
                4.03

            	
              Further
                Assurances

            	
              7

            
	 	 	 
	
              ARTICLE
                V

            
	
              NEGATIVE
                COVENANTS

            
	 
	
              Section
                5.01

            	
              Restrictions
                on Sales and other Dispositions

            	
              8

            
	
              Section
                5.02

            	
              Negative
                Pledge

            	
              8

            
	
              Section
                5.03

            	
              Impairment
                of Security Interest

            	
              8

            
	
              Section
                5.04

            	
              Acquisitions;
                Loans; Debt; Guarantees

            	
              9

            
	
              Section
                5.05

            	
              Nature
                of Business; Mergers, Etc

            	
              9

            
	
              Section
                5.06

            	
              Debtor’s
                Legal Status

            	
              9

            
	 	 	 
	
              ARTICLE
                VI

            
	
              EVENTS
                OF DEFAULT

            
	 
	
              Section
                6.01

            	
              Events
                of Default

            	
              9

            
	 	 	 


    

     

    i

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              ARTICLE
                VII

            
	
              RIGHTS
                AND REMEDIES

            
	 
	
              Section
                7.01

            	
              Rights
                and Remedies

            	
              10

            
	
              Section
                7.02

            	
              Pledged
                Securities

            	
              11

            
	
              Section
                7.03

            	
              Private
                Sales of Pledged Securities

            	
              13

            
	
              Section
                7.04

            	
              Setoff

            	
              13

            
	
              Section
                7.05

            	
              Notification
                to Account Debtors and Other Persons Obligated on
                Collateral

            	
              14

            
	
              Section
                7.06

            	
              Standards
                for Exercising Rights and Remedies

            	
              14

            
	
              Section
                7.07

            	
              No
                Retention in Satisfaction

            	
              15

            
	
              Section
                7.08

            	
              Performance
                by Secured Party

            	
              15

            
	
              Section
                7.09

            	
              Secured
                Party’s Appointment as Attorney-in-Fact, Etc

            	
              15

            
	
              Section
                7.10

            	
              Waiver

            	
              17

            
	
              Section
                7.11

            	
              No
                Release

            	
              18

            
	
              Section
                7.12

            	
              Duty
                of Secured Party

            	
              19

            
	
              Section
                7.13

            	
              Payment
                of Expenses, INDEMNITIES,
                Etc

            	
              20

            
	
              Section
                7.14

            	
              Overdue
                Amounts

            	
              20

            
	 	 	
               

            
	
              ARTICLE
                VIII

            
	
              MISCELLANEOUS

            
	 
	
              Section
                8.01

            	
              Notices

            	
              20

            
	
              Section
                8.02

            	
              Amendments

            	
              21

            
	
              Section
                8.03

            	
              No
                Waiver

            	
              21

            
	
              Section
                8.04

            	
              Remedies
                Cumulative: Non-Exclusive; Etc

            	
              21

            
	
              Section
                8.05

            	
              Successors
                and Assigns

            	
              21

            
	
              Section
                8.06

            	
              Severability

            	
              22

            
	
              Section
                8.07

            	
              Survival;
                Revival; Restatement

            	
              22

            
	
              Section
                8.08

            	
              Counterparts

            	
              22

            
	
              Section
                8.09

            	
              Acknowledgments

            	
              22

            
	
              SECTION
                8.10

            	
              GOVERNING
                LAW; CONSENT TO JURISDICTION

            	
              23

            
	
              Section
                8.11

            	
              ENTIRE
                AGREEMENT

            	
              24

            
	
              Section
                8.12

            	
              Relation
                to Other Security Instruments

            	
              24

            
	
              Section
                8.13

            	
              Authority
                of Secured Party

            	
              24

            
	
              Section
                8.14

            	
              Interest
                Rate Limitation

            	
              25

            


    

     

    Exhibit
      A
      - Description
      of Pledged Securities

     

    ii

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    PLEDGE
      AGREEMENT

     

    This
      PLEDGE
      AGREEMENT,
      dated
      as of September 2, 2005, is between Crosspoint Energy, LLC, a Texas limited
      liability company (the “Debtor”),
      and
      D. B. Zwirn Special Opportunities Fund, L.P., as administrative agent (in such
      capacity, together with its successors and assigns in such capacity, the
“Secured
      Party”)
      for
      the lenders (the “Lenders”)
      from
      time to time parties to the Credit Agreement dated of even date herewith (as
      amended, supplemented or otherwise modified from time to time, the “Credit
      Agreement”),
      among
      Crosspoint Energy Holdings, LLC, a Texas limited liability company (the
“Borrower”),
      the
      Lenders and the Secured Party.

     

    R
      E C I T A L S

     

    WHEREAS,
      the
      Borrower has requested that the Lenders provide certain loans to and extensions
      of credit on behalf of the Borrower;

     

    WHEREAS,
      the
      Lenders have agreed to make such loans and extensions of credit subject to
      the
      terms of the Credit Agreement;

     

    WHEREAS,
      the
      Debtor is the a member of the Borrower and will receive direct and indirect
      benefits from the loans and extensions of credit under the Credit Agreement;
      and

     

    WHEREAS,
      it is a
      condition precedent to the obligations of the Lenders to make their respective
      loans and extensions of credit under the Credit Agreement that the Debtor
      execute and deliver this Agreement;

     

    NOW,
      THEREFORE,
      in
      consideration of the premises herein and to induce the Lenders to enter into
      the
      Credit Agreement and to make their respective loans and extensions of credit
      thereunder, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    ARTICLE
      I

    DEFINITIONS;
      TERMS GENERALLY

     

    Section
      1.01 Definitions.
      As used
      herein:

     

    (a) terms
      defined above have the meanings given such terms above;

     

    (b) unless
      otherwise defined herein, terms defined in the Credit Agreement and used herein
      have the meanings given to them in the Credit Agreement;

     

    (c) unless
      otherwise defined herein, terms defined in the Uniform Commercial Code (as
      defined herein) and used herein have the same meanings herein as specified
      therein; provided, however, that if a term is defined in Article 9 of the
      Uniform Commercial Code differently than in another Article of the Uniform
      Commercial Code, then such term has the meaning specified in Article 9;
      and

     

    
      
         

      

      
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    (d) the
      following terms have the following meanings: 

     

    “Agreement”
means
      this Pledge Agreement, as the same may be amended, supplemented or otherwise
      modified from time to time.

     

    “Collateral”
has
      the
      meaning given such term in Section
      2.01.

     

    “Obligations”
means
      the collective reference to the payment and performance when due of all
      indebtedness, liabilities, obligations and undertakings of the Obligors
      (including, without limitation, all Indebtedness) of every kind or description
      arising out of or outstanding under, advanced or issued pursuant, or evidenced
      by, the Secured Documents, including, without limitation, the unpaid principal
      of and interest on the Loans and all other obligations and liabilities of the
      Obligors (including, without limitation, interest accruing at the then
      applicable rate provided in the Credit Agreement after the maturity of the
      Loans
      and interest accruing after the filing of any petition in bankruptcy, or the
      commencement of any insolvency, reorganization or like proceeding, relating
      to
      any Obligor, whether or not a claim for post-filing or post-petition interest
      is
      allowed in such proceeding) to the Secured Creditors, whether direct or
      indirect, absolute or contingent, due or to become due, or now existing or
      hereafter incurred, arising out of or outstanding under, advanced or issued
      pursuant, or evidenced by, the Secured Documents, and whether on account of
      principal, interest, premium, reimbursement obligations, payments in respect
      of
      an early termination date, fees, indemnities, costs, expenses or otherwise
      (including, without limitation, all costs, fees and disbursements of counsel
      to
      the Secured Creditors that are required to be paid by the Obligors pursuant
      to
      the terms of any Secured Documents).

     

    “Obligors”
means
      the collective reference to the Debtor, the Borrower and the Debtor’s
      Subsidiaries.

     

    “Pledged
      Securities”
means:
      (a) the Equity Interests described or referred to in Exhibit
      A;
      (b) the
      certificates or instruments, if any, representing such Equity Interests; (c)
      all
      dividends (cash, Equity Interests or otherwise), cash, instruments, rights
      to
      subscribe, purchase or sell and all other rights and Property from time to
      time
      received, receivable or otherwise distributed in respect of or in exchange
      for
      any or all of such Equity Interests; (d) all replacements, additions to and
      substitutions for any of the Property referred to in this definition, including,
      without limitation, claims against third parties; (e) the proceeds (including
      proceeds of proceeds), interest, profits, benefits, distributions, premiums
      and
      other income of or on any of the Property referred to in this definition; (f)
      all security entitlements in respect of any Property referred to in this
      definition and (g) all books and records relating to any of the Property
      referred to in this definition.

     

    “Property”
means
      any interest in any kind of property or asset, whether real, personal or mixed,
      or tangible or intangible, including, without limitation, cash, securities,
      accounts and contract rights.

     

    “Secured
      Creditors”
means
      the collective reference to the Secured Party, the Lenders and the Lenders
      and
      Affiliates of the Lenders that are parties to Secured Swap
      Agreements.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    “Secured
      Documents”
means
      the collective reference to the Credit Agreement, the other Loan Documents,
      each
      Secured Swap Agreement and any other document made, delivered or given in
      connection with any of the foregoing.

     

    “Secured
      Swap Agreement”
means
      any swap agreement, cap, floor, collar, forward agreement or other exchange
      or
      protection agreements relating to crude oil, natural gas or other hydrocarbons
      or interest rates or currencies between the Borrower or any Affiliate of the
      Borrower and any Lender or any Affiliate (as defined in the Credit Agreement)
      of
      any Lender while such Person (or, in the case of an Affiliate of a Lender,
      the
      Person affiliated therewith) is a Lender, including any such agreement between
      such Persons in existence prior to the date hereof. For the avoidance of doubt,
      an agreement ceases to be a Secured Swap Agreement if the Person that is the
      counterparty to the Borrower or a Subsidiary of the Borrower under such
      agreement ceases to be a Lender under the Credit Agreement (or, in the case
      of
      an Affiliate of a Lender, the Person affiliated therewith ceases to be a Lender
      under the Credit Agreement).

     

    “Uniform
      Commercial Code”
means
      the Uniform Commercial Code as from time to time in effect in the State of
      Texas; provided, however, that, in the event that, by reason of mandatory
      provisions of law, any of the attachment, perfection or priority of the Secured
      Party’s security interest in any Collateral is governed by the Uniform
      Commercial Code as in effect in a jurisdiction other than the State of Texas,
      the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as in
      effect in such other jurisdiction for purposes of the provisions hereof relating
      to such attachment, perfection, the effect thereof or priority and for purposes
      of definitions related to such provisions.

     

    Section
      1.02 Terms
      Generally; Rules of Construction.
      The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined. Whenever the context may require, any pronoun shall
      include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation”. The word “will” shall be construed to have the same
      meaning and effect as the word “shall”. Unless the context requires otherwise:
i)
      any
      definition of or reference to any agreement, instrument or other document herein
      shall be construed as referring to such agreement, instrument or other document
      as from time to time amended, supplemented or otherwise modified (subject to
      any
      restrictions on such amendments, supplements or modifications set forth herein
      or in the Secured Documents); ii)
      any
      reference herein to any law shall be construed as referring to such law as
      amended, modified, codified or reenacted, in whole or in part, and in effect
      from time to time; iii)
      any
      reference herein to any Person shall be construed to include such Person’s
      successors and assigns (subject to the restrictions contained herein);
iv)
      the
      words “herein”, “hereof” and “hereunder”, and words of similar import, shall be
      construed to refer to this Agreement in its entirety and not to any particular
      provision hereof; v)
      with
      respect to the determination of any time period, the word “from” means “from and
      including” and the word “to” means “to and including” and vi)
      any
      reference herein to Articles, Sections or Exhibits shall be construed to refer
      to Articles and Sections of, or Exhibits to, this Agreement. No provision of
      this Agreement or any other Secured Document shall be interpreted or construed
      against any Person solely because such Person or its legal representative
      drafted such provision. Each covenant contained herein shall be construed
      (absent express provision to the contrary) as being independent of each other
      covenant contained herein, so that compliance with any one covenant shall not
      (absent such an express contrary provision) be deemed to excuse compliance
      with
      any other covenant, and where any provision herein refers to action to be taken
      by any Person, or which such Person is prohibited from taking, such provision
      shall be applicable whether such action is taken directly or indirectly by
      such
      Person. Whenever pursuant to this Agreement, the Secured Party exercises any
      right given to it to approve or disapprove, or any arrangement or term is to
      be
      satisfactory to the Secured Party, the decision of the Secured Party to approve
      or disapprove or to decide whether arrangements or terms are satisfactory or
      unsatisfactory shall (except as otherwise specifically herein provided) be
      in
      the sole discretion of the Secured Party and shall be final and
      conclusive.

     

    
      
         

      

      
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    ARTICLE
      II

    GRANT
      OF SECURITY INTEREST

     

    Section
      2.01 Grant
      of Security Interest.
      As
      collateral security for the prompt and complete payment and performance when
      due
      (whether at the stated maturity, by acceleration or otherwise) of the
      Obligations, the Debtor hereby pledges, assigns and transfers to the Secured
      Party, and hereby grants to the Secured Party, a first priority continuing
      security interest in, lien on and right of setoff against, all of the following
      Property, wherever located, whether now owned or at any time hereafter acquired
      by the Debtor or in which the Debtor now has or at any time in the future may
      acquire any right, title or interest (collectively, the “Collateral”):

     

    (a) the
      Pledged Securities;

     

    (b) all
      books
      and records pertaining to the Pledged Securities; and

     

    (c) to
      the
      extent not otherwise included, all proceeds and products of any and all of
      the
      foregoing and all collateral security and guarantees given by any Person with
      respect to any of the foregoing.

     

    Section
      2.02 Transfer
      of Pledged Securities.
      All
      certificates or instruments representing or evidencing the Pledged Securities,
      if any, shall be delivered to and held pursuant hereto by the Secured Party
      or a
      Person designated by the Secured Party and shall be duly endorsed in blank
      and
      in suitable form for transfer by delivery, or shall be accompanied by duly
      executed instruments of transfer or assignment in blank, and accompanied by
      any
      required transfer tax stamps to effect the pledge of the Pledged Securities
      to
      the Secured Party. Notwithstanding the preceding sentence, at the Secured
      Party’s discretion and at the Debtor’s sole cost and expense, all Pledged
      Securities must be delivered or transferred in such manner as to permit the
      Secured Party to have “control” of the Pledged Securities under Section 8.106
      and Section 9.106 of the Uniform Commercial Code and to be a “protected
      purchaser” to the extent of the Debtor’s security interest as provided in
      Section 8.303 of the Uniform Commercial Code (if the Secured Party otherwise
      qualifies as a protected purchaser). During the continuance of an Event of
      Default, the Secured Party shall have the right, at any time in its discretion
      and without notice, to transfer to or to register in the name of the Secured
      Party or any of its nominees any or all of the Pledged Securities. In addition,
      during the continuance of an Event of Default, the Secured Party shall have
      the
      right at any time to exchange certificates or instruments representing or
      evidencing Pledged Securities for certificates or instruments of smaller or
      larger denominations.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    Section
      2.03 Authorization
      to File Financing Statements.
      The
      Debtor hereby irrevocably authorizes the Secured Party at any time and from
      time
      to time to file in any filing office in any relevant jurisdiction any financing
      statements and amendments thereto indicating the Collateral in such form as
      may
      be required by the Secured Party (including any information required by part
      5
      of Article 9 of the Uniform Commercial Code). The Debtor agrees to furnish
      any
      information requested by the Secured Party for such purposes promptly upon
      the
      Secured Party’s request. The Debtor also ratifies its authorization for the
      Secured Party to have filed in any relevant jurisdiction any like initial
      financing statements or amendments thereto if filed prior to the date
      hereof.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES

     

    The
      Debtor hereby unconditionally represents and warrants to the Secured Party,
      as
      of the date hereof and at all times during the terms of this Agreement, as
      follows:

     

    Section
      3.01 Pledged
      Securities; Title; No Other Liens; Etc.
      The
      Debtor is a member of the Borrower and the Pledged Securities pledged by the
      Debtor hereunder constitute that percentage of all of the issued and outstanding
      membership interest of any class of Equity Interests of the Borrower as set
      forth on Exhibit
      A.
      Except
      for the security interest granted to the Secured Party pursuant to this
      Agreement, the Debtor is the record and beneficial owner of, and has good title
      to, the Pledged Securities free and clear of any and all Liens, options,
      warrants, puts, calls or other rights of third Persons, and restrictions or
      options in favor of, or claims of, any other Person, and has full right and
      authority to pledge the Pledged Securities for the purposes and upon the terms
      set out herein and the power to transfer the Pledged Securities, free and clear
      of any Lien. The performance by the Debtor of its obligations hereunder will
      not
      result in the creation of any security interest or lien on any Collateral other
      than the security interest and lien granted hereunder. No financing statement
      or
      other public notice with respect to all or any part of the Collateral is on
      file
      or of record in any public office, except such as have been filed in favor
      of
      the Secured Party pursuant to this Agreement. All of the Pledged Securities
      have
      been duly and validly issued and are fully paid and nonassessable, and all
      documentary, stamp or other taxes or fees owing in connection with the issuance,
      transfer and/or pledge thereof hereunder have been paid. No dispute, right
      of
      setoff, counterclaim or defense exists with respect to all or any part of the
      Pledged Securities. There are no restrictions on transfer (that have not been
      waived or otherwise consented to) in any limited liability company agreement,
      partnership agreement, regulations, stockholders’ agreement or other agreement
      or document governing the Pledged Securities or any other agreement relating
      thereto which would limit or restrict vii)
      the
      grant of a security interest in the Pledged Securities; viii)
      the
      perfection of such security interest or ix)
      the
      exercise of remedies in respect of such perfected security interest in the
      Pledged Securities; in each case, as contemplated by this Agreement. Upon the
      exercise of remedies in respect of the Pledged Securities, a transferee or
      assignee of the Pledged Securities, shall become a member of the
      Debtor.

     

    Section
      3.02 Perfected
      First Priority Liens.
      The
      security interests granted pursuant to this Agreement x)
      upon the
      proper filing of a financing statement describing the Collateral and the
      delivery of the Pledged Securities consisting of certificated securities, if
      any, to the Secured Party, properly endorsed for transfer in blank, shall
      constitute valid perfected security interests in all of the Collateral in favor
      of the Secured Party as collateral security for
      the
      Obligations, enforceable in accordance with the terms hereof against all
      creditors of the Debtor and any Persons purporting to purchase any Collateral
      from the Debtor and xi)
      are
      prior to all other Liens on the Collateral.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    Section
      3.03 Solvency.
      The
      Debtor xii)
      is not
      insolvent as of the date hereof and will not be rendered insolvent as a result
      of this Agreement; xiii)
      is not
      engaged in business or a transaction, or about to engage in a business or a
      transaction, for which any Property remaining with it constitute unreasonably
      small capital and xiv)
      does not
      intend to incur, or believe it will incur, debt that will be beyond its ability
      to pay as such debt matures.

     

    Section
      3.04 Debtor
      Information.
      The
      Debtor’s jurisdiction of formation is Texas; the name of the Debtor as listed in
      the public records of its jurisdiction of formation is Crosspoint Energy, LLC
      and the organizational identification number of the Debtor in its jurisdiction
      of formation is 800409283. The Debtor’s principal place of business and chief
      executive offices are located at the following address 2801 Network Boulevard,
      Suite 810, Frisco, Texas 75034. The Debtor has not used any other name or trade
      name since September 1, 1999.

     

    Section
      3.05 No
      Other Property.
      The
      Debtor owns no Property other that the Pledged Securities pledged hereunder
      and
      such interests derived from such Pledged Securities.

     

    Section
      3.06 Organization.
      The
      Debtor is duly formed, validly existing and in good standing under the laws
      of
      the State of Texas, has all requisite limited liability company power and
      authority, and has all material governmental licenses, authorizations, consents
      and approvals necessary, to own its assets and to carry on its business as
      now
      conducted, and is qualified to do business in, and is in good standing in,
      every
      jurisdiction where such qualification is required.

     

    Section
      3.07 Authority;
      Enforceability.
      The
      execution, delivery and performance of this Agreement are within the Debtor’s
      power and authority. Each Loan Document to which the Debtor is a party has
      been
      duly executed and delivered by the Debtor and constitutes a legal, valid and
      binding obligation of the Debtor, enforceable in accordance with its terms,
      subject to applicable bankruptcy, insolvency, reorganization, moratorium or
      other laws affecting creditors’ rights generally and subject to general
      principles of equity, regardless of whether considered in a proceeding in equity
      or at law.

     

    Section
      3.08 Approvals;
      No Conflicts.
      The
      execution, delivery and performance of this Agreement by the Debtor xv)
      does not
      require any consent or approval of, registration or filing with, or any other
      action by, any Governmental Authority or any other third Person, nor is any
      such
      consent, approval, registration, filing or other action necessary for the
      validity or enforceability of any Loan Document to which the Debtor is a party
      or the consummation of the transactions contemplated thereby, except such as
      have been obtained or made and are in full force and effect other than the
      recording and filing of the financing statements as required by this Agreement,
      xvi)
      will not
      violate any applicable law or regulation or any order of any Governmental
      Authority, xvii)
      will not
      violate or result in a default under any indenture, agreement or other
      instrument binding upon the Debtor or the Debtor’s Properties, or give rise to a
      right thereunder to require any payment to be made by the Debtor and
xviii)
      will not
      result in the creation or imposition of any Lien on any Property of the Debtor
      (other than the Liens created by the Loan Documents).

     

    
      
         

      

      
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    ARTICLE
      IV

    AFFIRMATIVE
      COVENANTS

     

    The
      Debtor hereby unconditionally covenants and agrees with the Secured Party,
      until
      the entire Obligations shall have been paid in full as follows:

     

    Section
      4.01 Maintenance
      of Perfected Security Interest; Further Documentation.
      

     

    (a) The
      Debtor shall maintain the security interest and lien created by this Agreement
      as a perfected security interest and lien having at least the priority described
      in Section
      3.02;

     

    (b) The
      Debtor shall promptly give notice to the Secured Party of, and shall defend
      against, any suit, action, proceeding or lien that involves the Collateral
      or
      that could adversely affect the security interest and lien granted by it
      hereunder, and the Debtor shall defend the security interest and lien created
      by
      this Agreement against the claims and demands of all Persons whomsoever;
      and

     

    (c) The
      Debtor will furnish to the Secured Party from time to time statements and
      schedules further identifying and describing the Collateral and such other
      reports in connection with the Collateral as the Secured Party may request,
      all
      in reasonable detail.

     

    Section
      4.02 Delivery
      of Documents and Information Related to Collateral

     

    .
      Upon
      receipt by the Debtor of any material notice, report, or other communication
      from the Borrower relating to all or any part of the Collateral (including
      any
      such notice, report or other communication given by Debtor), the Debtor shall
      deliver such notice, report or other communication to the Secured Party as
      soon
      as possible, but in no event later than three (3) days following the receipt
      or
      delivery thereof by the Debtor.

     

    Section
      4.03 Further
      Assurances.
      At any
      time and from time to time, upon the request of the Secured Party, and at the
      sole expense of the Debtor, the Debtor will promptly and duly give, execute,
      deliver, indorse, file or record any and all financing statements, continuation
      statements, amendments, notices (including, without limitation, notifications
      to
      financial institutions and any other Person), contracts, agreements,
      assignments, certificates, or other instruments, obtain any and all governmental
      or third party approvals and consents, perform or cause to be performed any
      and
      all further acts and provide such further assurances as may be necessary,
      desirable, advisable or proper, in the Secured Party’s opinion, to carry out
      more effectively the purposes and intents of this Agreement or to create,
      perfect, establish the priority of, or to preserve the validity, perfection
      or
      priority of, the security interest granted by this Agreement, or to enable
      the
      Secured Party to enforce its rights, remedies, powers and privileges under
      the
      Secured Documents or with respect to such security interest or to otherwise
      obtain or preserve the full benefits of this Agreement and the other Secured
      Documents and the rights, powers and privileges therein granted. Without
      limiting the obligations of the Debtor under this Section
      4.03
      or under
      any other provision of this Agreement, upon the request of the Secured Party,
      the Debtor shall take or cause to be taken all actions requested by the Secured
      Party to: xix)
      correct
      any defect, error, or omission which may be discovered in the contents of the
      Secured Documents or in the execution or acknowledgment thereof; xx)
      cause
      the Secured Party to have “control” (within the meaning of Sections 8.106, 9.104
      and 9.106 of the Uniform Commercial Code) over any deposit accounts or
      investment property, including, without limitation, executing and delivering
      any
      agreements, in form and substance satisfactory to the Secured Party, with
      securities intermediaries, issuers or other Persons in order to establish
“control”; xxi)
      with
      respect to any certificated or uncertificated securities cause the Secured
      Party
      to be a “protected purchaser” (as defined in Section 8.303 of the Uniform
      Commercial Code); xxii)
      comply
      with any provision of any statute, regulation or treaty of the United States
      as
      to any Collateral if compliance with such provision is a condition to
      attachment, perfection or priority of, or ability of the Secured Party to
      enforce, the Secured Party’s security interest hereunder; xxiii)
      obtain
      governmental and other third party waivers, consents and approvals in form
      and
      substance satisfactory to the Secured Party, including, without limitation,
      any
      consent of any Person obligated on the Collateral and xxiv)
      take all
      actions under any earlier versions of the Uniform Commercial Code or under
      any
      other law, as reasonably determined by the Secured Party to be applicable in
      any
      relevant Uniform Commercial Code or other jurisdiction. This Section
      4.03
      and the
      obligations imposed on the Debtor by this Section
      4.03
      shall be
      interpreted as broadly as possible in favor of the Secured Party in order to
      effectuate the purpose and intent of this Agreement.

     

    
      
         

      

      
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    ARTICLE
      V

    NEGATIVE
      COVENANTS

     

    Section
      5.01 Restrictions
      on Sales and other Dispositions.
      The
      Debtor shall not sell, assign, convey, transfer, redeem, exchange, substitute,
      replace or otherwise dispose of or abandon all or any part of the Collateral
      without the prior written consent of the Secured Party. 

     

    Section
      5.02 Negative
      Pledge.
      Except
      pursuant to this Agreement, the Debtor will not xxv)
      create,
      incur or permit to exist any lien or security interest in, or option in favor
      of, or any claim of any Person with respect to, the Collateral or any part
      thereof or upon any income therefrom or any proceeds thereon without the prior
      written consent of the Secured Party or xxvi)
      enter
      into any agreement or undertaking restricting the right or ability of the Debtor
      or the Secured Party to sell, assign or transfer any of the
      Collateral.

     

    Section
      5.03 Impairment
      of Security Interest.
      The
      Debtor will not take or fail to take any action which would in any manner impair
      the enforceability or priority of the Secured Party’s security interest in any
      Collateral, impair the Collateral or the rights, remedies, powers and privileges
      conferred on the Secured Party or any other Secured Creditor pursuant to this
      Agreement or by operation of law or otherwise. Without limitation of the
      foregoing sentence, no vote shall be cast, consent given or right exercised
      or
      other action taken by the Debtor that would impair the Collateral, be
      inconsistent with or result in any violation of any provision of the Credit
      Agreement, this Agreement or any other Loan Document or, without the prior
      consent of the Secured Party and the Lenders, enable or permit the Debtor or
      the
      Borrower to issue any Equity Interest or to issue any other securities
      convertible into or granting the right to purchase or exchange for any Equity
      Interest of the Debtor or the Borrower other than as permitted by the Credit
      Agreement.

     

    
      
         

      

      
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    Section
      5.04 Acquisitions;
      Loans; Debt; Guarantees .
      The
      Debtor will not xxvii)
      acquire
      (whether for cash, Property, services or securities or otherwise) any Property
      from any Person, xxviii)
      make any
      loan or extension of credit to any other Person, xxix)
      incur,
      create, assume or suffer to exist any Debt (as defined in the Credit Agreement)
      other than Debt arising in its capacity as the sole member of the Borrower,
      or
xxx)
      enter
      into any guarantee of, or other contingent obligation with respect to, any
      debt,
      obligation or other liability of any other Person.

     

    Section
      5.05 Nature
      of Business; Mergers, Etc.
      The
      Debtor will not engage in any business or undertaking other than acting as
      the
      sole member of the Borrower and the ownership of the Equity Interest in Dallas
      Operating Corp. The Debtor will not merge into or with or consolidate with
      any
      other Person, or sell, lease or otherwise dispose of (whether in one transaction
      or in a series of transactions) any of its Property to any other Person. Except
      as approved by the Secured Party in writing, the Debtor shall not xxxi)
      issue
      any additional Equity Interests in the Borrower or xxxii)
      permit
      the Borrower to issue any additional Equity Interests.

     

    Section
      5.06 Debtor’s
      Legal Status.
      Without
      providing at least thirty (30) days prior written notice to the Secured Party,
      the Debtor will not (a) change its name or its organizational identification
      number, and (b) change its type of organization, jurisdiction of organization
      or
      other legal structure without the prior written consent of the Secured Party.
      The Debtor will not change its principal office or chief executive office
      without giving the Secured Party at least thirty (30) days prior written notice
      thereof.

     

    ARTICLE
      VI

    EVENTS
      OF DEFAULT

     

    Section
      6.01 Events
      of
      Default.
      One or
      more of the following events or circumstances shall constitute an “Event of
      Default” hereunder:

     

    (a) an
“Event
      of Default” under the Credit Agreement shall occur and be continuing;
      or

     

    (b) The
      Debtor shall fail to pay any amount hereunder or under any other Secured
      Document to which it is a party when and as the same shall become due and
      payable; or

     

    (c) any
      representation or warranty made or deemed made by or on behalf of the Debtor
      in
      or in connection with any Secured Document or any amendment or modification
      of
      any Secured Document or waiver under such Secured Document, or in any report,
      certificate, financial statement or other document furnished pursuant to or
      in
      connection with any Secured Document or any amendment or modification thereof
      or
      waiver thereunder, shall prove to have been incorrect when made or deemed made;
      or

     

    (d) The
      Debtor shall fail to observe or perform any covenant, condition or agreement
      contained in this Agreement (other than those specified in clauses (a), (b)
      and
      (c) of this definition) or any other Secured Document, and such failure shall
      continue unremedied for a period of 30 days after the earlier to occur of
(1)
      notice
      thereof from the Secured Party or (2)
      the
      Debtor otherwise becoming aware of such default; or

     

    
      
         

      

      
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    (e) The
      Debtor shall (3)
      voluntarily commence any proceeding or file any petition seeking liquidation,
      reorganization or other relief under any Federal, state or foreign bankruptcy,
      insolvency, receivership or similar law now or hereafter in effect; (4)
      consent
      to the institution of, or fail to contest in a timely and appropriate manner,
      any proceeding or petition described in Section
      6.01(f);
      (5)
      apply
      for or consent to the appointment of a receiver, trustee, custodian,
      sequestrator, conservator or similar official for the Debtor or for a
      substantial part of its assets; (6)
      file an
      answer admitting the material allegations of a petition filed against it in
      any
      such proceeding; (7)
      make a
      general assignment for the benefit of creditors or (8)
      take any
      action for the purpose of effecting any of the foregoing; or

     

    (f) an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed seeking (9)
      liquidation, reorganization or other relief in respect of the Debtor or its
      debts, or of a substantial part of its assets, under any Federal, state or
      foreign bankruptcy, insolvency, receivership or similar law now or hereafter
      in
      effect or (10)
      the
      appointment of a receiver, trustee, custodian, sequestrator, conservator or
      similar official for the Debtor or for a substantial part of its assets, and,
      in
      any such case, such proceeding or petition shall continue undismissed for three
      days or an order or decree approving or ordering any of the foregoing shall
      be
      entered.

     

    ARTICLE
      VII

    RIGHTS
      AND REMEDIES

     

    Section
      7.01 Rights
      and Remedies.
      

     

    (a) Upon
      the
      occurrence and during the continuance of an Event of Default, the Secured Party
      may exercise, in addition to all other rights and remedies granted to it in
      the
      Secured Documents and in any other instrument or agreement securing, evidencing
      or relating to the Obligations, all rights and remedies of a secured party
      under
      the Uniform Commercial Code or any other applicable law or otherwise available
      at law or equity. Without limiting the generality of the foregoing, the Secured
      Party, without demand of performance or other demand, presentment, protest,
      advertisement or notice of any kind (except any notice required by law referred
      to below) to or upon the Debtor or any other Person (all and each of which
      demands, defenses, advertisements and notices are hereby waived), may in such
      circumstances forthwith collect, receive, appropriate and realize upon the
      Collateral, or any part thereof, and/or may forthwith sell, lease, assign,
      give
      option or options to purchase, or otherwise dispose of and deliver the
      Collateral or any part thereof (or contract to do any of the foregoing), in
      one
      or more parcels at public or private sale or sales, at any exchange, broker’s
      board or office of the Secured Party or elsewhere upon such terms and conditions
      as it may deem advisable and at such prices as it may deem best, for cash or
      on
      credit or for future delivery without assumption of any credit risk. The Secured
      Party and any other Secured Creditor shall have the right upon any such public
      sale or sales, and, to the extent permitted by law, upon any such private sale
      or sales, to purchase the whole or any part of the Collateral, and
      any
      such Person purchasing at any such sale shall have the right to credit upon
      the
      amount of the bid made therefor, to the extent necessary to satisfy such bid,
      the Obligations owing to such Person, or if such Person holds less than all
      of
      the Obligations, the pro rata part thereof owing to such Person, accounting
      to
      all other Persons not joining in such bid in cash for the portion of such bid
      or
      bids apportionable to such non-bidding Persons.
      It
      shall not be necessary that the Secured Party take possession of the Collateral
      or any part thereof, prior to the time that any sale pursuant to the provisions
      of this Section
      7.01(a)
      is
      conducted, and it shall not be necessary that the Collateral or any part thereof
      be present at the location of such sale. If applicable to any particular item
      of
      Collateral, the Debtor further agrees, at the Secured Party’s request, to
      assemble the Collateral and make it available to the Secured Party at places
      which the Secured Party shall reasonably select, whether at the Debtor’s
      premises or elsewhere. Any such sale or transfer by the Secured Party either
      to
      itself, any other Secured Creditor or to any other Person shall be absolutely
      free from any claim of right by the Debtor, including any equity or right of
      redemption, stay or appraisal which the Debtor has or may have under any rule
      of
      law, regulation or statute now existing or hereafter adopted (and the Debtor
      hereby waives any rights it may have in respect thereof). Upon any such sale
      or
      transfer, the Secured Party shall have the right to deliver, assign and transfer
      to the purchaser or transferee thereof the Collateral so sold or transferred.
      Any and all statements of fact or other recitals made in any bill of sale or
      assignment or other instrument evidencing any foreclosure sale hereunder, the
      nonpayment of the Obligations, the occurrence of any Event of Default, the
      Secured Creditors having declared all or a portion of such Obligations to be
      due
      and payable, the notice of time, place, and terms of sale and of the Properties
      to be sold having been duly given, or any other act or thing having been duly
      done by the Secured Party, shall be taken as prima facie evidence of the truth
      of the facts so stated and recited. 

     

    
      
         

      

      
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    (b) The
      Secured Party shall apply the net proceeds of any action taken by it pursuant
      to
      this Section
      7.01(a)
      or
      elsewhere herein if so specified, after deducting all reasonable costs and
      expenses of every kind incurred in connection therewith or incidental to the
      care, retaking, holding, preparing for sale, lease or other disposition, or
      the
      sale, lease or other disposition, of the Collateral, or in any way relating
      to
      the Collateral, the collection of the Obligations, or the enforcement of the
      rights of the Secured Party hereunder and under the other Loan Documents,
      including, without limitation, reasonable attorneys’ fees and disbursements, to
      the payment in whole or in part of the Obligations in accordance with Section
      11.02 of the Credit Agreement. To the extent permitted by applicable law, the
      Debtor waives all claims, damages and demands it may acquire against the Secured
      Party or any other Secured Creditor arising out of the exercise by any them
      of
      any rights hereunder. If any notice of a proposed sale or other disposition
      of
      Collateral shall be required by law, then the Debtor hereby acknowledges and
      agrees that ten (10) days prior written notice of such sale or disposition
      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 Party’s 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.

     

    (c) In
      the
      event that the Secured Party elects not to sell the Collateral, the Secured
      Party retains its rights to dispose of or utilize the Collateral or any part
      or
      parts thereof in any manner authorized or permitted by law or in equity, and
      to
      apply the proceeds of the same towards payment of the Obligations. Each and
      every method of disposition of the Collateral described in this Agreement shall
      constitute disposition in a commercially reasonable manner.

     

    (d) [Intentionally
      left Blank.]

     

    (e) The
      Secured Party may appoint any Person as agent to perform any act or acts
      necessary or incident to any sale or transfer of the Collateral.

     

    
      
         

      

      
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    Section
      7.02 Pledged
      Securities.

     

    (a) Unless
      an
      Event of Default shall have occurred and be continuing and Secured Party shall
      have given notice to the Debtor of the Secured Party’s intent to exercise its
      corresponding rights pursuant to Section
      7.02(b),
      the
      Debtor shall be permitted to receive all cash distributions paid in respect
      of
      the Pledged Securities paid in the normal course of business of the Borrower
      and
      to exercise all voting, consent and membership rights with respect to the
      Pledged Securities.

     

    (b) Upon
      the
      occurrence and during the continuance of an Event of Default, upon notice by
      the
      Secured Party of its intent to exercise such rights to the Debtor, (11)
      the
      Secured Party shall have the right to receive any and all cash distributions,
      payments, Property or other Proceeds paid in respect of the Pledged Securities
      and make application thereof to the Obligations; (12)
      any or
      all of the Pledged Securities shall be registered in the name of the Secured
      Party or its nominee and (13)
      the
      Secured Party or its nominee may exercise i.ii.(A)
      all
      voting, consent, membership and other rights pertaining to such Pledged
      Securities at any meeting of Members of the Borrower or otherwise and (B) any
      and all rights of conversion, exchange and subscription and any other rights,
      privileges or options pertaining to such Pledged Securities as if it were the
      absolute owner thereof (including, without limitation, the right to exchange
      at
      its discretion any and all of the Pledged Securities upon the merger,
      consolidation, reorganization, recapitalization or other fundamental change
      in
      the organizational structure of the Borrower, or upon the exercise by the Debtor
      or the Secured Party of any right, privilege or option pertaining to such
      Pledged Securities, and in connection therewith, the right to deposit and
      deliver any and all of the Pledged Securities with any committee, depositary,
      transfer agent, registrar or other designated agency upon such terms and
      conditions as the Secured Party may determine), all without liability except
      to
      account for Property actually received by it, but the Secured Party shall have
      no duty to the Debtor to exercise any such right, privilege or option and shall
      not be responsible for any failure to do so or delay in so doing.

     

    (c) In
      order
      to permit the Secured Party to exercise the voting and other consensual rights
      that it may be entitled to exercise pursuant hereto and to receive all income
      and other distributions that it may be entitled to receive hereunder,
(14)
      the
      Debtor shall promptly execute and deliver (or cause to be executed and
      delivered) to the Secured Party all such proxies, dividend payment orders and
      other instruments as the Secured Party may from time to time reasonably request
      and (15)
      without
      limiting the effect of clause (i) above, the Debtor hereby grants to the Secured
      Party an irrevocable proxy to vote all or any part of the Pledged Securities
      and
      to exercise all other rights, powers, privileges and remedies to which a holder
      of the Pledged Securities would be entitled (including giving or withholding
      written consents of shareholders, partners or members, as the case may be,
      calling special meetings of shareholders, partners or members, as the case
      may
      be, and voting at such meetings), which proxy shall be effective, automatically
      and without the necessity of any action (including any transfer of any Pledged
      Securities on the record books of the Borrower or the Debtor) by any other
      Person (including the Debtor, Borrower or any officer or agent thereof), in
      each
      case upon the occurrence and during the continuance of an Event of Default
      and
      which proxy shall only terminate upon the payment in full in cash of all
      Obligations and the termination of this Agreement.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (d) The
      Debtor hereby authorizes and instructs the Borrower to (16)
      comply
      with any instruction received by it from the Secured Party in writing that
      (A)
      states that an Event of Default has occurred and is continuing and (B) is
      otherwise in accordance with the terms of this Agreement, without any other
      or
      further instructions from the Debtor, and the Debtor agrees that the Borrower
      shall be fully protected in so complying, and (17)
      unless
      otherwise expressly provided herein, pay any dividends or other payments with
      respect to the Pledged Securities directly to the Secured Party.

     

    (e) Upon
      the
      occurrence and during the continuance of an Event of Default, if the Borrower
      is
      the subject of bankruptcy, insolvency, receivership, custodianship or other
      proceedings under the supervision of any governmental authority, then all rights
      of the Debtor in respect thereof to exercise the voting and other consensual
      rights which the Debtor would otherwise be entitled to exercise with respect
      to
      the Pledged Securities issued by the Borrower shall cease, and all such rights
      shall thereupon become vested in the Secured Party who shall thereupon have
      the
      sole right to exercise such voting and other consensual rights, but the Secured
      Party shall have no duty to exercise any such voting or other consensual rights
      and shall not be responsible for any failure to do so or delay in so
      doing.

     

    Section
      7.03 Private
      Sales of Pledged Securities.
      

     

    (a) The
      Debtor recognizes that the Secured Party may be unable to effect a public sale
      of any or all the Pledged Securities, by reason of certain prohibitions
      contained in the Securities Act and applicable state securities laws or
      otherwise or may determine that a public sale is impracticable or not
      commercially reasonable and, accordingly, may resort to one or more private
      sales thereof to a restricted group of purchasers which will be obliged to
      agree, among other things, to acquire such securities for their own account
      for
      investment and not with a view to the distribution or resale thereof. The Debtor
      acknowledges and agrees that any such private sale may result in prices and
      other terms less favorable 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 Pledged Securities
      for the period of time necessary to permit the Debtor or the Borrower to
      register such securities for public sale under the Securities Act, or under
      applicable state securities laws, even if the Debtor or the Borrower would
      agree
      to do so.

     

    (b) The
      Debtor agrees to use its best efforts to do or cause to be done all such other
      acts as may reasonably be necessary to make such sale or sales of all or any
      portion of the Pledged Securities pursuant to this Section
      7.03
      valid
      and binding and in compliance with any and all other applicable governmental
      requirements. The Debtor further agrees that a breach of any of the covenants
      contained in this Section
      7.03
      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, that
      each and every covenant contained in this Section
      7.03
      shall be
      specifically enforceable against the Debtor, and the Debtor 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.

     

    
      
         

      

      
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    Section
      7.04 Setoff.
      Regardless of the adequacy of Collateral or any other security for the
      Obligations, if an Event of Default shall have occurred and be continuing,
      then
      the Secured Party and the other Secured Creditors are hereby authorized at
      any
      time and from time to time, to the fullest extent permitted by law, to set
      off
      and apply any and all deposits or other sums at any time credited or held by
      or
      due from, and other obligations (of whatsoever kind) at any time owing by,
      the
      Secured Party or the Secured Creditors to or for the credit or the account
      of
      the Debtor against any of and all the obligations of the Debtor owed to the
      Secured Party or the Secured Creditors now or hereafter existing under this
      Agreement, irrespective of whether or not the Secured Party or any other Secured
      Creditor shall have made any demand under this Agreement and although such
      obligations may be unmatured.

     

    Section
      7.05 Notification
      to Account Debtors and Other Persons Obligated on Collateral.
      If an
      Event of Default shall have occurred and be continuing, then the Debtor shall,
      at the request and option of the Secured Party, notify account debtors and
      other
      Persons obligated on any of the Collateral of the security interest of the
      Secured Party in any account, as-extracted collateral, chattel paper, general
      intangible, instrument or other Collateral and that payment thereof is to be
      made directly to the Secured Party or to any financial institution designated
      by
      the Secured Party as the Secured Party’s agent therefor, and the Secured Party
      may itself, if an Event of Default shall have occurred and be continuing,
      without notice to or demand upon the Debtor, so notify account debtors and
      other
      Persons obligated on Collateral. After the making of such a request or the
      giving of any such notification, the Debtor shall hold any proceeds of
      collection of accounts, as-extracted collateral, chattel paper, general
      intangibles, instruments and other Collateral received by the Debtor as trustee
      for the Secured Party without commingling the same with other funds of the
      Debtor and shall turn the same over to the Secured Party in the identical form
      received, together with any necessary endorsements or assignments. The Secured
      Party shall apply the proceeds of collection of accounts, as-extracted
      collateral, chattel paper, general intangibles, instruments and other Collateral
      received by the Secured Party to the Obligations in accordance with Section
      7.01(b),
      such
      proceeds to be immediately credited after final payment in cash or other
      immediately available funds of the items giving rise to them.

     

    Section
      7.06 Standards
      for Exercising Rights and Remedies.
      To the
      extent that applicable law imposes duties on the Secured Party to exercise
      remedies in a commercially reasonable manner, the Debtor acknowledges and agrees
      that it is not commercially unreasonable for the Secured Party: xxxiii)
      to fail
      to incur expenses reasonably deemed significant by the Secured Party to prepare
      Collateral for disposition or otherwise to fail to complete raw material or
      work
      in process into finished goods or other finished products for disposition;
      xxxiv)
      to fail
      to obtain third party consents for access to Collateral to be disposed of,
      or to
      obtain or, if not required by other law, to fail to obtain governmental or
      third
      party consents for the collection or disposition of Collateral to be collected
      or disposed of; xxxv)
      to fail
      to exercise collection remedies against account debtors or other Persons
      obligated on Collateral or to fail to remove liens or encumbrances on or any
      adverse claims against Collateral; xxxvi)
      to
      exercise collection remedies against account debtors and other Persons obligated
      on Collateral directly or through the use of collection agencies and other
      collection specialists; xxxvii)
      to
      advertise dispositions of Collateral through publications or media of general
      circulation, whether or not the Collateral is of a specialized nature;
xxxviii)
      to
      contact other Persons, whether or not in the same business as the Debtor, for
      expressions of interest in acquiring all or any portion of the Collateral;
      xxxix)
      to hire
      one or more professional auctioneers to assist in the disposition of Collateral,
      whether or not the collateral is of a specialized nature; xl)
      to
      dispose of Collateral by utilizing Internet sites that provide for the auction
      of assets of the types included in the Collateral or that have the reasonable
      capability of doing so, or that match buyers and sellers of assets; xli)
      to
      dispose of assets in wholesale rather than retail markets; xlii)
      to
      disclaim disposition warranties; xliii)
      to
      purchase insurance or credit enhancements to insure the Secured Party against
      risks of loss, collection or disposition of Collateral or to provide to the
      Secured Party a guaranteed return from the collection or disposition of
      Collateral or xliv)
      to the
      extent deemed appropriate by the Secured Party, to obtain the services of other
      brokers, investment bankers, consultants and other professionals to assist
      the
      Secured Party in the collection or disposition of any of the Collateral. The
      Debtor acknowledges that the purpose of this Section
      7.06
      is to
      provide non-exhaustive indications of what actions or omissions by the Secured
      Party would fulfill the Secured Party’s duties under the Uniform Commercial Code
      or other law or any other relevant jurisdiction in the Secured Party’s exercise
      of remedies against the Collateral and that other actions or omissions by the
      Secured Party shall not be deemed to fail to fulfill such duties solely on
      account of not being indicated in this Section
      7.06.
      Without
      limitation upon the foregoing, nothing contained in this Section
      7.06
      shall be
      construed to grant any rights to the Debtor or to impose any duties on the
      Secured Party that would not have been granted or imposed by this Agreement
      or
      by applicable law in the absence of this Section
      7.06.
      

     

    
      
         

      

      
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    Section
      7.07 No
      Retention in Satisfaction.
      Except
      as may be expressly applicable pursuant to Section 9.620
      of the
      Uniform Commercial Code, no action taken or omission to act by the Secured
      Party
      or the Secured Creditors hereunder, including, without limitation, any exercise
      of voting or consensual rights or any other action taken or inaction, shall
      be
      deemed to constitute a retention of the Collateral in satisfaction of the
      Obligations or otherwise to be in full satisfaction of the Obligations, and
      the
      Obligations shall remain in full force and effect, until the Secured Party
      and
      the Secured Creditors shall have applied payments (including, without
      limitation, collections from Collateral) towards the payment in full of the
      Obligations.

     

    Section
      7.08 Performance
      by Secured Party.
      If the
      Debtor fails to perform or comply with any of its agreements contained herein
      within the applicable grace periods, the Secured Party, at its option, but
      without any obligation so to do, may perform or comply, or otherwise cause
      performance or compliance, with such agreement. In addition, in the Secured
      Party’s discretion, if the Debtor fails to do so, the Secured Party may
      discharge taxes and other encumbrances at any time levied or placed on any
      of
      the Collateral, maintain any of the Collateral, make repairs thereto and pay
      any
      necessary filing fees or insurance premiums. The Debtor agrees to reimburse
      the
      Secured Party on demand for all expenditures so made. The Secured Party shall
      have no obligation to the Debtor to make any such expenditures, nor shall the
      making thereof be construed as the waiver or cure of any Default or Event of
      Default.

     

    Section
      7.09 Secured
      Party’s Appointment as Attorney-in-Fact, Etc.

     

    (a) The
      Debtor 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 Debtor and in
      the
      name of the Debtor, or in the Secured Party’s own name, for the purpose of
      carrying out the terms of this Agreement, to take any and all reasonably
      appropriate action and to execute any and all documents and instruments which
      may be reasonably necessary or desirable to accomplish the purposes of this
      Agreement, and, without limiting the generality of the foregoing, the Debtor
      hereby gives the Secured Party the power and right, on behalf of the Debtor,
      without notice to or assent by the Debtor, to do any or all of the
      following:

     

    
      
         

      

      
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    (i) pay
      or
      discharge taxes and liens levied or placed on or threatened against the
      Collateral; 

     

    (ii) execute,
      in connection with any sale provided for herein, any endorsements, assignments
      or other instruments of conveyance or transfer with respect to the Collateral;
      and

     

    (iii) (A)
      direct any party liable for any payment under any of the Collateral to make
      payment of any and all moneys due or to become due thereunder directly to the
      Secured Party or as the Secured Party shall direct; (B) ask or demand for,
      collect, and receive payment of and receipt for, any and all moneys, claims
      and
      other amounts due or to become due at any time in respect of or arising out
      of
      any Collateral; (C) in the name of the Debtor or its own name, or otherwise,
      take possession of and indorse and collect any check, draft, note, acceptance
      or
      other instrument for the payment of moneys due with respect to any Collateral
      and 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 portion
      thereof and to enforce any other right in respect of any Collateral; (D) in
      the
      name of the Debtor or in its own name, exercise all rights, powers, privileges
      and remedies to which the Debtor would be entitled as the owner of the
      Collateral; (E) defend any suit, action or proceeding brought against the Debtor
      with respect to any Collateral; (F) settle, compromise or adjust any such suit,
      action or proceeding and, in connection therewith, give such discharges or
      releases as the Secured Party may deem appropriate; (G) arrange for the transfer
      of the Collateral on the books of the issuer or any other Person to the name
      of
      the Secured Party or to the name of the Secured Party’s nominee; (H) file and
      prosecute registration and transfer applications with the appropriate federal,
      state, local or other agencies or authorities with respect to trademarks,
      copyrights and patentable inventions and processes; (I) exercise voting rights
      with respect to voting securities; (J) execute, deliver and record in connection
      with any sale or other disposition of any Collateral, endorsements, assignments
      or other instruments of conveyance or transfer with respect to such Collateral
      and (K) generally, sell, transfer, pledge and 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 owner thereof for all purposes, and do,
      at
      the Secured Party’s option and the Debtor’s expense, at any time, or from time
      to time, all acts and things which the Secured Party deems necessary to protect,
      preserve or realize upon the Collateral and the Secured Party’s security
      interests therein and to effect the intent of this Agreement, all as fully
      and
      effectively as the Debtor might do. 

     

    (b) The
      Debtor hereby ratifies all that said attorneys shall lawfully do or cause to
      be
      done by virtue and in compliance hereof. All powers, authorizations and agencies
      contained in this Agreement are coupled with an interest and are irrevocable
      until this Agreement is terminated and the security interests created hereby
      are
      released.

     

    (c) The
      expenses of the Secured Party incurred in connection with actions undertaken
      as
      provided in this Section
      7.09,
      shall
      be payable by the Debtor to the Secured Party on demand.

     

    
      
         

      

      
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    (D) THE
      POWERS CONFERRED ON THE SECURED PARTY HEREUNDER ARE SOLELY TO PROTECT ITS
      INTERESTS IN THE COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON IT TO EXERCISE
      ANY SUCH POWERS.
      THE SECURED
      PARTY SHALL BE ACCOUNTABLE ONLY FOR THE AMOUNTS THAT IT ACTUALLY RECEIVES AS
      A
      RESULT OF THE EXERCISE OF SUCH POWERS, AND NEITHER IT NOR ANY OF ITS EMPLOYEES
      OR AGENTS SHALL BE RESPONSIBLE TO THE DEBTOR FOR ANY ACT OR FAILURE TO ACT
      (INCLUDING FOR SUCH PERSON’S OWN ORDINARY NEGLIGENCE), EXCEPT FOR THE SECURED
      PARTY’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

     

    Anything
      in this Section
      7.09
      to the
      contrary notwithstanding, the Secured Party agrees that it will not exercise
      any
      rights under the power of attorney provided for in this Section
      7.09
      unless
      an Event of Default shall have occurred and be continuing.

     

    Section
      7.10 Waiver.
      To the
      fullest extent permitted by law, the Debtor hereby irrevocably and
      unconditionally waives and releases: xlv)
      all
      benefits that might accrue to the Debtor by virtue of any present or future
      moratorium law or other law exempting the Collateral from attachment, levy
      or
      sale on execution or providing for any appraisement, valuation, stay of
      execution, exemption from civil process, redemption or extension of time for
      payment; xlvi)
      diligence, presentment, protest, demand for payment and notice of default or
      nonpayment to or upon the Debtor with respect to the Obligations or notice
      of
      the Secured Creditors’ intention to accelerate maturity of obligations or of the
      Secured Creditors’ election to exercise or their actual exercise of any right,
      remedy or recourse provided for hereunder or any other Secured Document and
      any
      other notice of any kind whatsoever; xlvii)
      any
      rights, legal and equitable, to a marshalling of assets or a sale in inverse
      order of alienation (the Debtor acknowledges and agrees that in exercising
      any
      rights under or with respect to the Collateral, the Secured Party is under
      no
      obligation to marshal any Collateral; the Secured Party may, in its absolute
      discretion, realize upon the Collateral in any order and in any manner it so
      elects and may, in its absolute discretion, apply the proceeds of any or all
      the
      Collateral to the Obligations in any order and in any manner it so elects);
      xlviii)
      any
      right to require the Secured Party to proceed against any other Person, exhaust
      any Collateral or other security for the Obligations, or to have any other
      Person liable on the Obligations joined with the Debtor in any suit arising
      out
      of the Obligations or this Agreement, or pursue any other remedy in the Secured
      Party’s power; xlix)
      until
      all of the Obligations shall have been paid in full in cash, any right to
      subrogation and the Debtor waives the right to enforce any remedy which the
      Secured Party has or may hereafter have against any other Person liable on
      the
      Obligations, and waives any benefit of and any right to participate in any
      other
      security whatsoever now or hereafter held by the Secured Party; l)
      any and
      all legal rights which might otherwise require the Secured Party to enforce
      its
      rights by judicial process (it being understood that the Secured Party may
      enforce its rights hereunder without prior judicial process or judicial
      hearing); li)
      and the
      Debtor agrees not to assert any rights or privileges which it may acquire under
      the Uniform Commercial Code, any analogous common law rights or privileges
      or
      any other applicable law; lii)
      the
      right to plead any and all statutes of limitation as a defense to any demand
      secured by or made pursuant to this Agreement; liii)
      all
      claims, damages and demands it may acquire against the Secured Creditors arising
      out of the exercise by them of any rights hereunder; liv)
      any
      notice of or proof of reliance by the Secured Party or any Person upon the
      provision of collateral contemplated hereby or acceptance of the provision
      of
      collateral contemplated hereby; the Obligations, and any of them, shall
      conclusively be deemed to have been created, contracted or incurred, or renewed,
      extended, amended or waived, in reliance upon the provision of collateral
      contemplated hereby and no notice of creation of the Obligations or any
      extension of credit already or hereafter contracted by or extended to the Debtor
      or any other Person need be given to the Debtor; lv)
      any and
      all notice of the creation, accrual, modification, rearrangement, renewal or
      extension for any period of any of the Obligations of any other Person liable
      on
      the Obligations from time to time and lvi)
      any
      defense arising by reason of any disability or other defense of any other Person
      or by reason of the cessation from any cause whatsoever of the liability of
      any
      other Person. If any law referred to in this Agreement and now in force, of
      which the Debtor or its successor or successors might take advantage despite
      the
      provisions hereof, shall hereafter be repealed or cease to be in force, such
      law
      shall thereafter be deemed not to constitute any part of the contract herein
      contained or to preclude the operation or application of the provisions
      hereof.

     

    
      
         

      

      
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    Section
      7.11 No
      Release.
      Neither
      the Debtor nor any other Person hereafter obligated for payment of all or any
      part of the Obligations shall be relieved of such obligation by reason of:
      lvii)
      the
      failure of the Secured Party or any other Secured Creditor to comply with any
      request of the Debtor or any other Person so obligated to foreclose the security
      interest and lien of the Collateral or to enforce any provision hereunder or
      under any other Secured Document; lviii)
      the
      release, regardless of consideration, of the Collateral or any portion thereof
      or interest therein or the addition of any other Property to the Collateral
      or
      the release of any other collateral or credit support arrangement securing
      the
      Obligations; lix)
      the
      release, regardless of consideration, of any party liable, either directly
      or
      indirectly, for the Obligations or for any covenant herein or in any other
      Secured Document; lx)
      any
      agreement or stipulation between any subsequent owner of the Collateral and
      the
      Secured Party or any other Secured Creditor extending, renewing, rearranging
      or
      in any other way modifying the terms of this Agreement without first having
      obtained the consent of, given notice to or paid any consideration to the Debtor
      or such other Person, and in such event the Debtor, all guarantors and all
      such
      other Persons shall continue to be liable to make payment according to the
      terms
      of any such extension or modification agreement unless expressly released and
      discharged in writing by the Secured Party; or lxi)
      by any
      other act or occurrence save and except the complete payment of the Obligations
      and the complete fulfillment of all obligations hereunder and under the Secured
      Documents. The Debtor authorizes the Secured Party and each other Secured
      Creditor, without notice or demand and without any reservation of rights against
      the Debtor and without affecting the Debtor’s liability hereunder or on the
      Obligations, and without impairing the security interest and lien and rights
      of
      the Secured Party or the other Secured Creditors hereunder, from time to time
      to
(1)
      take or
      hold any other Property of any type from any other Person as security for the
      Obligations, and exchange, enforce, waive and release any or all of such other
      Property; (2)
      apply
      the Collateral or such other Property and direct the order or manner of sale
      thereof as the Secured Party may in its discretion determine; (3)
      renew,
      extend for any period, accelerate, modify, compromise, settle or release any
      of
      the obligations of any other Person liable on the Obligations in respect to
      any
      or all of the Obligations or other security for the Obligations; (4)
      waive,
      enforce, modify, amend or supplement any of the provisions of any Secured
      Document with any Person other than the Debtor and (5)
      release
      or substitute any other Person liable on the Obligations. The security interest
      and lien and other security rights of the Secured Party hereunder shall not
      be
      impaired by any indulgence, moratorium or release granted by the Secured Party
      including, but not limited to, any renewal, extension or modification which
      the
      Secured Creditors may grant with respect to any of the Obligations, or any
      surrender, compromise, release, renewal, extension, exchange or substitution
      which the Secured Creditors may grant in respect of the Collateral or any part
      thereof or any interest therein, or any release or indulgence granted to any
      endorser, guarantor or surety of any of the Obligations. To the maximum extent
      permitted by law, all rights of the Secured Party and the other Secured
      Creditors, all security interests hereunder, and all obligations of the Debtor
      hereunder, shall be absolute and unconditional irrespective of: (A)i.
      any lack
      of validity or enforceability of any of the Obligations or any other agreement
      or instrument relating thereto, including any of the Secured Documents; (B)
      any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any part of the Obligations, or any other amendment or waiver of or any
      consent to any departure from any of the Secured Documents, or any other
      agreement or instrument relating thereto; (C) any exchange, release, or
      non-perfection of any other collateral, or any release or amendment or waiver
      of
      or consent to departure from any Secured Document or any guaranty for all or
      any
      of the Obligations or (D) any other circumstance that might otherwise constitute
      a defense available to, or a discharge of, the Debtor. Each successor and assign
      of the Debtor, including without limitation, a holder of a security interest
      or
      lien subordinate to the security interest and lien created hereby (without
      implying that the Debtor has, except as expressly provided herein, a right
      to
      grant an interest in, or a subordinate a security interest or lien on, the
      Collateral), by acceptance of its interest or lien agrees that it shall be
      bound
      by the waivers contained herein, as if it gave the waiver itself.

     

    
      
         

      

      
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    Section
      7.12 Duty
      of Secured Party.
      The
      Secured Party’s sole duty with respect to the custody, safekeeping and physical
      preservation of the Collateral in its possession, under Section 9.207
      of
      the Uniform Commercial Code or otherwise, shall be to deal with it in the same
      manner as the Secured Party deals with similar Property for its own account
      and
      shall be deemed to have exercised reasonable care in the custody and
      preservation of the Collateral in its possession if the Collateral is accorded
      treatment substantially equal to that which comparable secured parties accord
      comparable collateral. The Secured Party shall not be liable for failure to
      demand, collect or realize upon any of the Collateral or for any delay in doing
      so or shall be under any obligation to sell, otherwise dispose of, or collect
      or
      receive payments upon, any Collateral upon the request of the Debtor or any
      other Person or to take any other action whatsoever with regard to the
      Collateral or any part thereof. Anything herein to the contrary notwithstanding,
      the Debtor shall remain obligated and liable under each contract or agreement
      comprised in the Collateral to be observed or performed by the Debtor
      thereunder. The Secured Party shall not have any obligation or liability under
      any such contract or agreement by reason of or arising out of this Agreement
      or
      the receipt by the Secured Party of any payment relating to any of the
      Collateral, nor shall the Secured Party be obligated in any manner to perform
      any of the obligations of the Debtor under or pursuant to any such contract
      or
      agreement, to make inquiry as to the nature or sufficiency of any payment
      received by the Secured Party in respect of the Collateral or as to the
      sufficiency of any performance by any party under any such contract or
      agreement, to present or file any claim, to take any action to enforce any
      performance or to collect the payment of any amounts which may have been
      assigned to the Secured Party or to which the Secured Party may be entitled
      at
      any time or times. THE
      POWERS CONFERRED ON THE SECURED PARTY ARE SOLELY TO PROTECT THE SECURED PARTY’S
      INTERESTS IN THE COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON THE SECURED
      PARTY
      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 IT SHALL NOT BE RESPONSIBLE TO THE DEBTOR FOR ANY ACT OR FAILURE TO ACT
      HEREUNDER, EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL
      MISCONDUCT.

     

    
      
         

      

      
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    Section
      7.13 Payment
      of Expenses, INDEMNITIES,
      Etc.

     

    (a) The
      Debtor agrees to pay or reimburse the Secured Party and each other Secured
      Creditor for all out-of-pocket expenses incurred by such Person, including
      the
      fees, charges and disbursements of any counsel for such Person, in connection
      with the enforcement or protection of its rights in connection with this
      Agreement or any other Loan Document, including, without limitation, all costs
      and expenses incurred in connection with (6)
      the
      custody, use or preservation of, or the sale of, collection from or other
      realization upon, any of the Collateral, including the reasonable expenses
      of
      re-taking, holding, preparing for sale or lease, selling or otherwise disposing
      of or realizing on the Collateral; (7)
      the
      exercise or enforcement of any rights or remedies granted hereunder or under
      any
      of the other document or agreement executed or delivered in connection herewith
      or otherwise available to it (whether at law, in equity or otherwise) or
(8)
      the
      failure by the Debtor to perform or observe any of the provisions hereof or
      otherwise enforcing or preserving any rights under this Agreement and the other
      Loan Documents.

     

    (b) The
      Debtor agrees to pay, and to save the Secured Party and the Secured Creditors
      harmless from, any and all liabilities with respect to, or resulting from any
      delay in paying, any and all Other Taxes which may be payable or determined
      to
      be payable with respect to any of the Collateral or in connection with any
      of
      the transactions contemplated by this Agreement.

     

    (C) THE
      DEBTOR AGREES TO PAY, AND TO INDEMNIFY AND SAVE THE SECURED PARTY AND THE
      SECURED CREDITORS HARMLESS FROM, ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
      DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS
      OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY,
      ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT TO THE EXTENT
      THE
      BORROWER WOULD BE REQUIRED TO DO SO PURSUANT TO SECTION 13.03 OF THE CREDIT
      AGREEMENT. THE LIABILITIES OF THE DEBTOR AS SET FORTH IN THIS
SECTION
      7.13
      SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE REPAYMENT OF THE
      OBLIGATIONS.

     

    (d) All
      amounts due under this Section
      7.13
      shall be
      payable promptly after written demand therefor.

     

    Section
      7.14 Overdue
      Amounts.
      Until
      paid, all amounts due and payable by the Debtor hereunder shall be a debt
      secured by the Collateral and shall bear, whether before or after judgment,
      interest from and including the due date to but excluding the date of payment
      at
      the Post Default Rate.

     

    
      
         

      

      
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    ARTICLE
      VIII

    MISCELLANEOUS

     

    Section
      8.01 Notices.
      All
      notices and other communications provided for herein shall be given in the
      manner and subject to the terms of Section 13.01 of the Credit Agreement
      (including provisions regarding a change of address or telecopy number of a
      party). The address
      and telecopy number for notices and communications with respect to the Debtor
      is
      as follows:

     

    Crosspoint
      Energy, LLC

    2801
      Network Boulevard

    Suite
      810

    Frisco,
      TX 75034

    Attn:
      Daniel F. Collins, President

    Telephone:
      972.818.1100

     

    Section
      8.02 Amendments.
      No
      amendment, supplement or modification of this Agreement, and no waiver of any
      provision of this Agreement or consent to any departure by the Debtor therefrom,
      shall in any event be effective unless the same shall be effectuated in
      accordance with Section 13.02(b) of the Credit Agreement, and then any such
      waiver or consent shall be effective only in the specific instance and for
      the
      purpose for which given. 

     

    Section
      8.03 No
      Waiver.
      No
      failure on the part of the Secured Party or any other Secured Creditor to
      exercise and no delay in exercising, and no course of dealing with respect
      to,
      any right, power or privilege, or any abandonment or discontinuance of steps
      to
      enforce such right, power or privilege, under this Agreement or any other
      Secured Document shall operate as a waiver thereof, nor shall any single or
      partial exercise of any right, power or privilege under this Agreement or any
      other Secured Document preclude any other or further exercise thereof or the
      exercise of any other right, power or privilege. 

     

    Section
      8.04 Remedies
      Cumulative: Non-Exclusive; Etc.
      All
      rights, remedies, and recourses of the Secured Party and the other Secured
      Creditors granted in the this Agreement and the other Secured Documents and
      any
      other pledge of collateral, or otherwise available at law or equity:
(9)
      shall be
      cumulative and concurrent; (10)
      may be
      pursued separately, successively, or concurrently against the Debtor or others
      obligated for payment of the Obligations, or against Collateral or any other
      collateral, or any one or more of them, at the sole discretion of the Secured
      Party or the Secured Creditors; (11)
      may be
      exercised as often as occasion therefor shall arise, it being agreed by the
      Debtor that the exercise or failure to exercise or the beginning, or the
      abandonment, or the delay of any of same, shall in no event be construed as
      a
      waiver or release thereof or of any other right, remedy, or recourse;
(12)
      are
      intended to be, and shall be, nonexclusive; (13)
      shall
      not be conditioned upon the Secured Party or any other Secured Creditor
      exercising or pursuing any remedy in relation to the Collateral prior to the
      Secured Party or any other Secured Creditor bringing suit to recover the
      Obligations and (14)
      in the
      event the Secured Party or any other Secured Creditor elects to bring suit
      on
      the Obligations and obtains a judgment against the Debtor prior to the exercise
      of any remedies in relation to the Collateral, all liens and security interests,
      including the lien and security interest of this Agreement, shall remain in
      full
      force and effect and may be exercised at the Secured Party’s
      option.

     

    
      
         

      

      
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    Section
      8.05 Successors
      and Assigns.
      This
      Agreement creates a continuing security interest in the Collateral and the
      provisions of this Agreement shall be binding upon the Debtor and its successors
      and permitted assigns and shall inure, together with all the rights and remedies
      of the Secured Party hereunder, to the benefit of the Secured Party and the
      Secured Creditors and their respective successors and assigns; provided that
      the
      Debtor may not assign, transfer or delegate any of its rights or obligations
      under this Agreement without the prior written consent of the Secured Party
      and
      the Lenders, and any such purported assignment, transfer or delegation shall
      be
      null and void. 

     

    Section
      8.06 Severability.
      Any
      provision of this Agreement or any other Loan Document held to be invalid,
      illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
      be
      ineffective to the extent of such invalidity, illegality or unenforceability
      without affecting the validity, legality and enforceability of the remaining
      provisions hereof or thereof; and the invalidity of a particular provision
      in a
      particular jurisdiction shall not invalidate such provision in any other
      jurisdiction.

     

    Section
      8.07 Survival;
      Revival; Restatement.
      All
      covenants, agreements, representations and warranties made by the Debtor herein
      and in the certificates (including, without limitation, the Perfection
      Certificate) or other instruments delivered in connection with or pursuant
      to
      this Agreement or any other Loan Document to which it is a party shall be
      considered to have been relied upon by the Secured Party and the other Secured
      Creditors and shall survive the execution and delivery of this Agreement and
      the
      making of any Loans, regardless of any investigation made by any such other
      party or on its behalf and notwithstanding that the Secured Party or any Secured
      Creditor may have had notice or knowledge of any Default or incorrect
      representation or warranty at the time any credit is extended hereunder, and
      shall continue in full force and effect as long as the principal of or any
      accrued interest on any Loan or any fee or any other amount payable under the
      Credit Agreement is outstanding and unpaid and so long as the Commitments have
      not expired or terminated. The provisions of Section
      7.13
      shall
      survive and remain in full force and effect regardless of the consummation
      of
      the transactions contemplated hereby, the repayment of the Loans, the expiration
      or termination of the Commitments or the termination of this Agreement, any
      other Loan Document or any provision hereof or thereof. To the extent that
      any
      payments on the Obligations or proceeds of any Collateral are subsequently
      invalidated, declared to be fraudulent or preferential, set aside or required
      to
      be repaid to a trustee, debtor in possession, receiver or other Person under
      any
      bankruptcy law, common law or equitable cause, then to such extent, the
      Obligations so satisfied shall be revived and continue as if such payment or
      proceeds had not been received and the Secured Party’s and the Secured
      Creditors’ liens, security interests, rights, powers and remedies under this
      Agreement and each other Loan Document shall continue in full force and effect.
      In such event, each Loan Document shall be automatically reinstated and the
      Debtor shall take such action as may be reasonably requested by the Secured
      Party or the Secured Creditors to effect such reinstatement.

     

    Section
      8.08 Counterparts.
      This
      Agreement may be executed in counterparts (and by different parties hereto
      on
      different counterparts), each of which shall constitute an original, but all
      of
      which when taken together shall constitute a single contract. In making proof
      of
      this Agreement, it shall not be necessary to produce or account for any
      counterpart other than one signed by the party against which enforcement is
      sought. Delivery of an executed counterpart of a signature page of this
      Agreement by facsimile shall be effective as delivery of a manually executed
      counterpart of this Agreement. 

     

    
      
         

      

      
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    Section
      8.09 Acknowledgments.
      The
      Debtor hereby acknowledges that lxii)
      it has
      been advised by counsel in the negotiation, execution and delivery of this
      Agreement and the other Secured Documents to which it is a party; lxiii)
      neither
      the Secured Party nor any Secured Creditor has any fiduciary relationship with
      or duty to the Debtor arising out of or in connection with this Agreement or
      any
      of the other Loan Documents, and the relationship between the Debtor, on the
      one
      hand, and the Secured Party and the Secured Creditors, on the other hand, in
      connection herewith or therewith is solely that of debtor and creditor; and
      lxiv)
      no joint
      venture is created hereby or by the other Loan Documents or otherwise exists
      by
      virtue of the transactions contemplated hereby among the Secured Creditors
      or
      among the Debtor and the Secured Creditors. Each of the parties hereto
      specifically agrees that it has a duty to read this Agreement, the Security
      Instruments and the other Loan Documents and agrees that it is charged with
      notice and knowledge of the terms of this Agreement, the Security Instruments
      and the other Loan Documents; that it has in fact read this Agreement, the
      Security Instruments and the other Loan Documents and is fully informed and
      has
      full notice and knowledge of the terms, conditions and effects thereof; that
      it
      has been represented by independent legal counsel of its choice throughout
      the
      negotiations preceding its execution of this Agreement and the Security
      Instruments; and has received the advice of its attorney in entering into this
      Agreement and the Security Instruments; and that it recognizes that certain
      of
      the terms of this Agreement and the Security Instruments result in one party
      assuming the liability inherent in some aspects of the transaction and relieving
      the other party of its responsibility for such liability. EACH
      PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR
      ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY
      INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH
      PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

     

    SECTION
      8.10 GOVERNING
      LAW; CONSENT TO JURISDICTION.
      

     

    (a) THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK.

     

    (b) ANY
      LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
      DOCUMENT SHALL BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN THE BOROUGH
      OF MANHATTAN, NEW YORK, NEW YORK, BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
      EACH OF THE PARTIES HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED
      BY
      LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION
      OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION,
      INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED
      ON
      THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO
      THE
      BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
      THIS
      SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM
      OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING
      JURISDICTION.

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    (c) EACH
      PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
      AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
      THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS
      SPECIFIED IN SECTION 13.01 OF THE CREDIT AGREEMENT (OR SUCH OTHER ADDRESS AS
      IS
      SPECIFIED PURSUANT TO SECTION 13.01 OF THE CREDIT AGREEMENT), AS APPLICABLE,
      SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING
      HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE TO SERVE
      PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS
      OR
      OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER
      JURISDICTION.

     

    (d) EACH
      PARTY HEREBY (1)
      IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      LAW,
      TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
      OR
      ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (2)
      IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT
      IT
      MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY,
      PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO,
      ACTUAL DAMAGES; (3)
      CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR
      ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH
      PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
      WAIVERS AND (4)
      ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER
      LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG
      OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS
Section
      8.10.

     

    Section
      8.11 ENTIRE
      AGREEMENT.
      THIS
      WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
      BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
      CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE
      ARE
      NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     

    Section
      8.12 Relation
      to Other Security Instruments.
      The
      provisions of this Agreement supplement the provisions of any real estate
      mortgage or deed of trust, pledge agreement or other Security Instrument granted
      by the Debtor to the Secured Party which secures the payment or performance
      of
      any of the Obligations. Nothing contained in any such real estate mortgage,
      deed
      of trust, pledge agreement or other Security Instrument shall derogate from
      any
      of the rights or remedies of the Secured Party hereunder. 

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    Section
      8.13 Authority
      of Secured Party.
      The
      Debtor acknowledges that the rights and responsibilities of the Secured Party
      under this Agreement with respect to any action taken by the Secured Party
      or
      the exercise or non-exercise by the Secured Party of any option, voting right,
      request, judgment or other right or remedy provided for herein or resulting
      or
      arising out of this Agreement shall, as between the Secured Party and the
      Lenders, be governed by the Credit Agreement and by such other agreements with
      respect thereto as may exist from time to time among them, but, as between
      the
      Secured Party and the Debtor, the Secured Party shall be conclusively presumed
      to be acting as agent for the Lenders with full and valid authority so to act
      or
      refrain from acting, and the Debtor shall be under no obligation, or
      entitlement, to make any inquiry respecting such authority.

     

    Section
      8.14 Interest
      Rate Limitation.
      It is
      the intention of the parties hereto that each party shall conform strictly
      to
      usury laws applicable to it. Accordingly, if the transactions contemplated
      hereby would be usurious as to any party under laws applicable to it (including
      the laws of the United States of America and the State of Texas or New York
      or
      any other jurisdiction whose laws may be mandatorily applicable to such party
      notwithstanding the other provisions of this Agreement), then, in that event,
      notwithstanding anything to the contrary in any of the Secured Documents or
      any
      agreement entered into in connection with or as security for the Obligations,
      it
      is agreed as follows: (5)
      the
      aggregate of all consideration which constitutes interest under law applicable
      to any party that is contracted for, taken, reserved, charged or received by
      such party under any of the Secured Documents or agreements or otherwise in
      connection with the Obligations shall under no circumstances exceed the maximum
      amount allowed by such applicable law, and any excess shall be canceled
      automatically and if theretofore paid shall be credited by such party on the
      principal amount of the Obligations (or, to the extent that the principal amount
      of the Obligations shall have been or would thereby be paid in full, refunded
      by
      such party); and (6)
      in the
      event that the maturity of the Obligations is accelerated by reason of an
      election of the holder thereof resulting from any Event of Default under this
      Agreement or otherwise, or in the event of any required or permitted prepayment,
      then such consideration that constitutes interest under law applicable to any
      party may never include more than the maximum amount allowed by such applicable
      law, and excess interest, if any, provided for in this Agreement or otherwise
      shall be canceled automatically by such party as of the date of such
      acceleration or prepayment and, if theretofore paid, shall be credited by such
      party on the principal amount of the Obligations (or, to the extent that the
      principal amount of the Obligations shall have been or would thereby be paid
      in
      full, refunded by such party). 

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      intending to be legally bound, the Debtor has caused this Agreement to be duly
      executed as of the date first above written.

     

    
      	 	CROSSPOINT
              ENERGY, LLC
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	
              Daniel
                F. Collins

            
	 	
              Title:

            	
              President

            
	 	 	 
	 	 	 
	 	
              Address:

            	
              2801
                Network Boulevard

            
	 	 	
              Suite
                810

            
	 	 	
              Frisco,
                TX 75034

            


    

    
       

      
        
           

        

        
          Signature
            Page -
            1

          
            

          

        

        
           

        

      

       

    

    EXHIBIT
      A

     

    DESCRIPTION
      OF PLEDGED SECURITIES

     

    
      	
               

              Owner

            	
               

              Issuer

            	
              Percentage

              Owned

            	
              Percentage

              Pledged

            	
              Class
                of

              Equity
                Interests

            
	
              Crosspoint
                Energy, LLC

            	
              Crosspoint
                Energy Holdings, LLC

            	
              100%

            	
              100%

            	
              Membership
                Interest

            


    

     

    
      
         

      

      
        Exhibit
          A