SECURITY
      AGREEMENT

     

    Dated
      as of September 2, 2005

     

    between

     

    CROSSPOINT
      ENERGY HOLDINGS, 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

            	
              3

            
	
              Section
                2.02

            	
              Authorization
                to File Financing Statements

            	
              4

            
	
              Section
                2.03

            	
              Other
                Actions

            	
              4

            
	 	 	 
	
              ARTICLE
                III

            
	
              REPRESENTATIONS
                AND WARRANTIES

            
	 
	
              Section
                3.01

            	
              Debtor’s
                Legal Status

            	
              6

            
	
              Section
                3.02

            	
              Concerning
                Collateral, Etc

            	
              7

            
	 	 	 
	
              ARTICLE
                IV

            
	
              COVENANTS

            
	 
	
              Section
                4.01

            	
              Debtor’s
                Legal Status

            	
              8

            
	
              Section
                4.02

            	
              Concerning
                Collateral, Etc

            	
              8

            
	
              Section
                4.03

            	
              Further
                Assurances

            	
              9

            
	 	 	 
	
              ARTICLE
                V

            
	
              RIGHTS
                AND REMEDIES

            
	 
	
              Section
                5.01

            	
              Rights
                and Remedies

            	
              10

            
	
              Section
                5.02

            	
              Securities
                and Deposits

            	
              11

            
	
              Section
                5.03

            	
              Notification
                to Account Debtors and Other Persons Obligated on
                Collateral

            	
              12

            
	
              Section
                5.04

            	
              Standards
                for Exercising Rights and Remedies

            	
              12

            
	
              Section
                5.05

            	
              No
                Retention in Satisfaction

            	
              13

            
	
              Section
                5.06

            	
              Performance
                by Secured Party

            	
              13

            
	
              Section
                5.07

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

            	
              13

            
	
              Section
                5.08

            	
              Waiver

            	
              15

            
	
              Section
                5.09

            	
              No
                Release

            	
              16

            
	
              Section
                5.10

            	
              Duty
                of Secured Party

            	
              17

            
	
              Section
                5.11

            	
              Payment
                of Expenses, Indemnities, Etc

            	
              18

            
	
              Section
                5.12

            	
              Overdue
                Amounts

            	
              18

            
	 	 	 


    

    i

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              ARTICLE
                VI

            
	
              MISCELLANEOUS

            
	 
	
              Section
                6.01

            	
              Notices

            	
              19

            
	
              Section
                6.02

            	
              Amendments

            	
              19

            
	
              Section
                6.03

            	
              No
                Waiver

            	
              19

            
	
              Section
                6.04

            	
              Remedies
                Cumulative: Non-Exclusive; Etc

            	
              19

            
	
              Section
                6.05

            	
              Successors
                and Assigns

            	
              19

            
	
              Section
                6.06

            	
              Severability

            	
              20

            
	
              Section
                6.07

            	
              Survival;
                Revival; Restatement

            	
              20

            
	
              Section
                6.08

            	
              Counterparts

            	
              20

            
	
              Section
                6.09

            	
              Acknowledgments

            	
              20

            
	
              SECTION
                6.10

            	
              GOVERNING
                LAW; CONSENT TO JURISDICTION

            	
              21

            
	
              SECTION
                6.11

            	
              ENTIRE
                AGREEMENT

            	
              22

            
	
              Section
                6.12

            	
              Relation
                to Other Security Instruments

            	
              22

            
	
              Section
                6.13

            	
              Authority
                of Secured Party

            	
              22

            
	
              Section
                6.14

            	
              Interest
                Rate Limitation

            	
              23

            


    

     

    Exhibit
      A
      - Form
      of
      Perfection Certificate

     

    ii

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECURITY
      AGREEMENT

     

    This
      SECURITY
      AGREEMENT,
      dated
      as of September 2, 2005, is between CrossPoint Energy Holdings, 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 financial institutions 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
      the Debtor, the Lenders thereunder and the Secured Party.

     

    R
      E C I T A L S

     

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

     

    WHEREAS,
      the
      Lenders have agreed to make such loans and extensions of credit subject to
      the
      terms of 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 mutual covenants and agreements contained herein 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

     

    (d) the
      following terms have the following meanings: 

     

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

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

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

     

    “Event
      of Default”
means
      an “Event of Default” under the Credit Agreement.

     

    “Obligations”
means
      the collective reference to the payment and performance when due of all
      indebtedness, liabilities, obligations and undertakings of the Debtor and its
      Subsidiaries (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 Debtor and its Subsidiaries (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 the Debtor, 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 Debtor pursuant to
      the
      terms of any Secured Documents).

     

    “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.

     

    “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 Subsidiary 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
      New
      York; 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 New
      York,
      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.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    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.

     

    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 (subject to
      Excepted Liens) 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, and all
      proceeds and products thereof (collectively, the “Collateral”):
      all
      personal and fixture Property of every kind and nature including without
      limitation all goods (including inventory, equipment and any accessions
      thereto), instruments (including promissory notes), documents, accounts
      (including health-care-insurance receivables), chattel paper (whether tangible
      or electronic), deposit accounts, letter-of-credit rights (whether or not the
      letter of credit is evidenced by a writing), commercial tort claim, securities
      and all other investment property, supporting obligations, any other contract
      rights or rights to the payment of money, insurance claims and proceeds, and
      all
      general intangibles (including all payment intangibles). The Secured Party
      acknowledges that the attachment of its security interest in any additional
      commercial tort claim as original collateral is subject to the Debtor’s
      compliance with Section
      2.03(g).
      Notwithstanding anything herein to the contrary, in no event shall the security
      interest granted under Section
      2.01
      hereof
      attach to any lease, license, contract, property rights or agreement to which
      the Debtor is a party or any of its rights or interests thereunder if and for
      so
      long as the grant of such security interest shall constitute or result in (i)
      the abandonment, invalidation or unenforceability of any right, title or
      interest of the Debtor therein or (ii) in a breach or termination pursuant
      to
      the terms of, or a default under, any such lease, license, contract property
      rights or agreement (other than to the extent that any such term would be
      rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the
      Uniform Commercial Code), provided, however that such security interest shall
      attach immediately at such time as the condition causing such abandonment,
      invalidation or unenforceability shall be remedied and to the extent severable,
      shall attach immediately to any portion of such lease, license, contract,
      property rights or agreement that does not result in any of the consequences
      specified in (i) or (ii) above.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    Section
      2.02 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 that vii)
      indicate
      the Collateral (1)
      as all
      assets of the Debtor or words of similar effect, regardless of whether any
      particular asset comprised in the Collateral falls within the scope of Article
      9
      of the Uniform Commercial Code or such jurisdiction or (2)
      as being
      of an equal or lesser scope or with greater detail; and viii)
      provide
      any other information required by part 5 of Article 9 of the Uniform Commercial
      Code, or such other jurisdiction, for the sufficiency or filing office
      acceptance of any financing statement or amendment, including (1)
      whether
      the Debtor is an organization, the type of organization and any organizational
      identification number issued to the Debtor and (2)
      in the
      case of a financing statement filed as a fixture filing or indicating Collateral
      as as-extracted collateral or timber to be cut, a sufficient description of
      real
      property to which the Collateral relates. The Debtor agrees to furnish any
      such
      information to the Secured Party 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.

     

    Section
      2.03 Other
      Actions.
      To
      further the attachment, perfection and first priority (subject to Excepted
      Liens) of, and the ability of the Secured Party to enforce, the Secured Party’s
      security interest in the Collateral, and without limitation on the Debtor’s
      other obligations in this Agreement, the Debtor agrees, in each case at the
      Debtor’s expense, to take the following actions with respect to the following
      Collateral:

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (a) Promissory
      Notes and Tangible Chattel Paper.
      If the
      Debtor shall at any time hold or acquire any promissory notes or tangible
      chattel paper, the Debtor shall forthwith endorse, assign and deliver the same
      to the Secured Party, accompanied by such instruments of transfer or assignment
      duly executed in blank as the Secured Party may from time to time
      specify.

     

    (b) Deposit
      Accounts.
      For
      each deposit account that the Debtor at any time opens or maintains, the Debtor
      shall, at the Secured Party’s request and option, pursuant to an agreement in
      form and substance satisfactory to the Secured Party, either (3)
      cause
      the depositary bank to comply at any time with instructions from the Secured
      Party to such depositary bank directing the disposition of funds from time
      to
      time credited to such deposit account, without further consent of the Debtor
      or
(4)
      arrange
      for the Secured Party to become the customer of the depositary bank with respect
      to the deposit account, with the Debtor being permitted, only with the consent
      of the Secured Party, to exercise rights to withdraw funds from such deposit
      account. The provisions of this Section
      2.03(b)
      shall
      not apply to (A) any deposit account for which the Debtor, the depositary bank
      and the Secured Party have entered into a cash collateral agreement specially
      negotiated among the Debtor, the depositary bank and the Secured Party for
      the
      specific purpose set forth therein; (B) a deposit account for which the Secured
      Party is the depositary bank and is in automatic control and (C) deposit
      accounts specially and exclusively used for payroll, payroll taxes and other
      employee wage and benefit payments to or for the benefit of the Debtor’s
      salaried employees.

     

    (c) Investment
      Property.
      If the
      Debtor shall at any time hold or acquire any certificated securities, the Debtor
      shall forthwith endorse, assign and deliver the same to the Secured Party,
      accompanied by such instruments of transfer or assignment duly executed in
      blank
      as the Secured Party may from time to time specify. If any securities now or
      hereafter acquired by the Debtor are uncertificated and are issued to the Debtor
      or its nominee directly by the issuer thereof, the Debtor shall immediately
      notify the Secured Party thereof and, at the Secured Party’s request and option,
      pursuant to an agreement in form and substance satisfactory to the Secured
      Party, either (5)
      cause
      the issuer to agree to comply with instructions from the Secured Party as to
      such securities, without further consent of the Debtor or such nominee, or
      (6)
      arrange
      for the Secured Party to become the registered owner of the securities. If
      any
      securities, whether certificated or uncertificated, or other investment property
      now or hereafter acquired by the Debtor are held by the Debtor or its nominee
      through a securities intermediary or commodity intermediary, the Debtor shall
      immediately notify the Secured Party thereof and, at the Secured Party’s request
      and option, pursuant to an agreement in form and substance satisfactory to
      the
      Secured Party, either (A) cause such securities intermediary or (as the case
      may
      be) commodity intermediary to agree to comply with entitlement orders or other
      instructions from the Secured Party to such securities intermediary as to such
      securities or other investment property, or (as the case may be) to apply any
      value distributed on account of any commodity contract as directed by the
      Secured Party to such commodity intermediary, in each case without further
      consent of the Debtor or such nominee or (B) in the case of financial assets
      or
      other investment property held through a securities intermediary, arrange for
      the Secured Party to become the entitlement holder with respect to such
      investment property, with the Debtor being permitted, only with the consent
      of
      the Secured Party, to exercise rights to withdraw or otherwise deal with such
      investment property. The provisions of this Section
      2.03(c)
      shall
      not apply to any financial assets credited to a securities account for which
      the
      Secured Party is the securities intermediary.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (d) Collateral
      in the Possession of a Bailee.
      If any
      Collateral is at any time in the possession of a bailee, the Debtor shall
      promptly notify the Secured Party thereof and, at the Secured Party’s request
      and option, shall promptly obtain an acknowledgement from the bailee, in form
      and substance satisfactory to the Secured Party, that the bailee holds such
      Collateral for the benefit of the Secured Party, and that such bailee agrees
      to
      comply, without further consent of the Debtor, with instructions from the
      Secured Party as to such Collateral. 

     

    (e) Electronic
      Chattel Paper and Transferable Records.
      If the
      Debtor at any time holds or acquires an interest in any electronic chattel
      paper
      or any “transferable record,” as that term is defined in Section 201 of the
      federal Electronic Signatures in Global and National Commerce Act, or in Section
      16 of the Uniform Electronic Transactions Act as in effect in any relevant
      jurisdiction, the Debtor shall promptly notify the Secured Party thereof and,
      at
      the request and option of the Secured Party, shall take such action as the
      Secured Party may reasonably request to vest in the Secured Party control,
      under
      Section 9.105 of the Uniform Commercial Code, of such electronic chattel paper
      or control under Section 201 of the federal Electronic Signatures in Global
      and
      National Commerce Act or, as the case may be, Section 16 of the Uniform
      Electronic Transactions Act, as so in effect in such jurisdiction, of such
      transferable record. 

     

    (f) Letter-of-Credit
      Rights.
      If the
      Debtor is at any time a beneficiary under a letter of credit, the Debtor shall
      promptly notify the Secured Party thereof and, at the request and option of
      the
      Secured Party, the Debtor shall, pursuant to an agreement in form and substance
      satisfactory to the Secured Party, either (7)
      arrange
      for the issuer and any confirmer or other nominated Person of such letter of
      credit to consent to an assignment to the Secured Party of the proceeds of
      the
      letter of credit or (8)
      arrange
      for the Secured Party to become the transferee beneficiary of the letter of
      credit, with the Secured Party agreeing, in each case, that the proceeds of
      the
      letter to credit are to be applied as provided in the Credit
      Agreement.

     

    (g) Commercial
      Tort Claims.
      If the
      Debtor shall at any time hold or acquire a commercial tort claim in addition
      to
      those listed in Section
      2.01,
      if any,
      the Debtor shall immediately notify the Secured Party in a writing signed by
      the
      Debtor of the particulars thereof and grant to the Secured Party in such writing
      a security interest therein and in the proceeds thereof, all upon the terms
      of
      this Agreement, with such writing to be in form and substance satisfactory
      to
      the Secured Party.

     

    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 Debtor’s
      Legal Status.
      

     

    (a) The
      Debtor has previously delivered to the Secured Party a certificate signed by
      the
      Debtor and entitled “Perfection Certificate” in substantially the form attached
      hereto as Exhibit
      A
      (the
“Perfection
      Certificate”);

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (b) the
      Debtor’s exact legal name is that indicated on the Perfection Certificate and on
      the signature page hereof;

     

    (c) the
      Debtor is an organization of the type, and is organized in the jurisdiction
      set
      forth in the Perfection Certificate;

     

    (d) the
      Perfection Certificate accurately sets forth the Debtor’s organizational
      identification number or accurately states that the Debtor has
      none;

     

    (e) all
      other
      information set forth on the Perfection Certificate pertaining to the Debtor
      is
      accurate and complete; and

     

    (f) there
      has
      been no change in any information provided in the Perfection Certificate since
      the date on which it was executed by the Debtor.

     

    Section
      3.02 Concerning
      Collateral, Etc.

     

    (a) The
      Debtor is the owner of or has other rights in or power to transfer the
      Collateral, free from any right or claim or any Person or any adverse lien,
      security interest or other encumbrance, except for the security interests and
      liens permitted by the Credit Agreement;

     

    (b) no
      dispute, right of setoff (other than by operation of law or pursuant to the
      Loan
      Documents), counterclaim or defense exists with respect to all or any part
      of
      the Collateral; 

     

    (c) there
      are
      no restrictions on transfer (that have not been waived or otherwise consented
      to) in any agreement or document (other than the Loan Documents) governing
      the
      Collateral or any other agreement relating thereto which would limit or restrict
      (9)
      the
      grant of a security interest or lien in the Collateral; (10)
      the
      perfection of such security interest or lien or (11)
      the
      exercise of remedies in respect of such perfected security interest in the
      Collateral; in each case, as contemplated by this Agreement;

     

    (d) 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;

     

    (e) none
      of
      the Collateral constitutes, or is the proceeds of, “farm products” as defined in
      Section 9.102(a)(34) of the Uniform Commercial Code;

     

    (f) none
      of
      the account debtors or other Persons obligated on any of the Collateral is
      a
      governmental authority covered by the Federal Assignment of Claims Act or like
      federal, state or local statute or rule in respect of such
      Collateral;

     

    (g) the
      Debtor holds no commercial tort claims; 

     

    (h) the
      Debtor has at all times operated its business in compliance with all applicable
      provisions of the federal Fair Labor Standards Act, as amended, and with all
      applicable provisions of federal, state and local statutes and ordinances
      dealing with the control, shipment, storage or disposal of hazardous materials
      or substances; and

     

    
      
         

      

      
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    (i) all
      other
      information set forth on the Perfection Certificate pertaining to the Collateral
      is accurate and complete.

     

    ARTICLE
      IV

    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 Debtor’s
      Legal Status.

     

    (a) Without
      providing at least thirty (30) days prior written notice to the Secured Party,
      the Debtor will not change its name or its organizational identification
      number;

     

    (b) the
      Debtor will not change its type of organization, jurisdiction of organization
      or
      other legal structure without the prior written consent of the Secured
      Party.

     

    Section
      4.02 Concerning
      Collateral, Etc.

     

    (a) The
      Collateral, to the extent not delivered to the Secured Party pursuant to
Section
      2.03,
      will be
      kept at those locations listed on the Perfection Certificate and the Debtor
      will
      not remove the Collateral from such locations, without providing at least thirty
      days prior written notice to the Secured Party;

     

    (b) except
      for the security interest herein granted and liens permitted by the Credit
      Agreement (including Excepted Liens), the Debtor shall be the owner of or have
      other rights in the Collateral free from any right or claim of any other Person,
      lien, security interest or other encumbrance, and 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;

     

    (c) the
      Debtor shall not and shall cause any Subsidiary to not pledge, mortgage or
      create or suffer to exist any right of any Person in or claim by any Person
      to
      the Collateral, or any security interest, lien or encumbrance in the Collateral
      in favor of any Person, other than the Secured Party, except for liens permitted
      by Section 10.03 of the Credit Agreement;

     

    (d) the
      Debtor will keep the Collateral in good repair, working order, and condition
      (ordinary wear and tear excepted) and will not use the same in violation of
      any
      policy of insurance thereon or in any manner prohibited by the Credit
      Agreement;

     

    (e) as
      provided in the Credit Agreement, the Debtor will permit the Secured Party,
      or
      its designee, to inspect the Collateral;

     

    
      
         

      

      
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    (f) the
      Debtor will promptly pay and discharge, or make reasonable and customary efforts
      to cause to be paid and discharged, all delay rentals, royalties, expenses
      and
      indebtedness pertaining to the Collateral and will do all other things necessary
      to keep unimpaired its rights with respect thereto and prevent any forfeiture
      thereof or default thereunder. The Debtor will, and will cause each Subsidiary
      to, pay its obligations (including Tax liabilities of the Debtor and all of
      its
      Subsidiaries and any agreement material to the business or operations of the
      Debtor or its Affiliates) as required by the Credit Agreement.

     

    (g) the
      Debtor will furnish to the Secured Party from time to time, upon Secured Party’s
      reasonable request, 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; and

     

    (h) the
      Debtor will not, and will not permit any Subsidiary to, sell, assign, farm-out,
      convey, dispose, abandon or otherwise transfer any of the Collateral, except
      as
      permitted by the Credit Agreement.

     

    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 the 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: ix)
      correct
      any defect, error, or omission which may be discovered in the contents of the
      Secured Documents or in the execution or acknowledgment thereof; x)
      cause
      the Secured Party’s name to be noted as secured party on any certificate of
      title for a titled good if such notation is a condition to attachment,
      perfection or priority of, or ability of the Secured Party to enforce, the
      Secured Party’s security interest in such Collateral; xi)
      cause
      the Secured Party to have “control” (within the meaning of Sections 9.104,
      9.105, 9.106 and 9.107 of the Uniform Commercial Code) over any deposit
      accounts, electronic chattel paper, investment property or letter-of-credit
      rights, 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”;
xii)
      cause
      the Secured Party to be a “protected purchaser” (as defined in Section 8.303 of
      the Uniform Commercial Code); xiii)
      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; xiv)
      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 licensor, lessor or other Person obligated on Collateral and
      xv)
      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

    RIGHTS
      AND REMEDIES

     

    Section
      5.01 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
      5.01(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
Section
      5.01(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(c) 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 of 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) The
      Debtor shall remain liable for any deficiency if the proceeds of any sale or
      other disposition of the Collateral are insufficient to pay the Obligations
      and
      the reasonable fees and disbursements of any attorneys employed by the Secured
      Party to collect such deficiency.

     

    (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.

     

    Section
      5.02 Securities
      and Deposits.
      The
      Secured Party may at any time following and during the continuance of an Event
      of Default, at its option, transfer to itself or any nominee any securities
      constituting Collateral, receive any income thereon and hold such income as
      additional collateral or apply it to the Obligations. Whether or not any
      Obligations are due, the Secured Party may following and during the continuance
      of an Event of Default demand, sue for, collect, or make any settlement or
      compromise which it deems desirable with respect to the Collateral. 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.

     

    
      
         

      

      
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    Section
      5.03 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
      5.01(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
      5.04 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: xvi)
      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;
      xvii)
      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; xviii)
      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; xix)
      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; xx)
      to
      advertise dispositions of Collateral through publications or media of general
      circulation, whether or not the Collateral is of a specialized nature;
xxi)
      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;
      xxii)
      to hire
      one or more professional auctioneers to assist in the disposition of Collateral,
      whether or not the collateral is of a specialized nature; xxiii)
      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; xxiv)
      to
      dispose of assets in wholesale rather than retail markets; xxv)
      to
      disclaim disposition warranties; xxvi)
      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 xxvii)
      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
      5.04
      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
      5.04.
      Without
      limitation upon the foregoing, nothing contained in this Section
      5.04
      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
      5.04.
      

     

    
      
         

      

      
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    Section
      5.05 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
      5.06 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
      5.07 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
      5.07,
      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
      5.07
      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
      5.07
      unless
      an Event of Default shall have occurred and be continuing.

     

    Section
      5.08 Waiver.
      To the
      fullest extent permitted by law, the Debtor hereby irrevocably and
      unconditionally waives and releases: xxviii)
      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; xxix)
      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; xxx)
      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);
      xxxi)
      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; xxxii)
      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; xxxiii)
      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); xxxiv)
      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; xxxv)
      the
      right to plead any and all statutes of limitation as a defense to any demand
      secured by or made pursuant to this Agreement; xxxvi)
      all
      claims, damages and demands it may acquire against the Secured Creditors arising
      out of the exercise by them of any rights hereunder; xxxvii)
      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; xxxviii)
      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 xxxix)
      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
      5.09 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:
      xl)
      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; xli)
      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; xlii)
      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; xliii)
      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 xliv)
      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 or in the
      Credit Agreement, 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
      5.10 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
      5.11 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
      reasonable 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
      DEBTOR WOULD BE REQUIRED TO DO SO PURSUANT TO THE CREDIT AGREEMENT. THE
      LIABILITIES OF THE DEBTOR AS SET FORTH IN THIS SECTION
      5.11
      SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE REPAYMENT OF THE
      OBLIGATIONS.

     

    (d) All
      amounts due under this Section
      5.11
      shall be
      payable promptly after written demand therefor.

     

    Section
      5.12 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
      VI

    MISCELLANEOUS

     

    Section
      6.01 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.

     

    Section
      6.02 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
      6.03 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
      6.04 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.

     

    Section
      6.05 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. 

     

    
      
         

      

      
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    Section
      6.06 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
      6.07 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
      5.11
      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
      6.08 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. 

     

    Section
      6.09 Acknowledgments.
      The
      Debtor hereby acknowledges that xlv)
      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; xlvi)
      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
      xlvii)
      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.”

     

    
      
         

      

      
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    SECTION
      6.10 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 COURTS OF THE STATE OF NEW YORK OR OF THE
      UNITED STATES OF AMERICA LOCATED IN THE BOURROGH OF MANHATTAN, AND, 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.

     

    (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.

     

    
      
         

      

      
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    (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
      6.10.

     

    Section
      6.11 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
      6.12 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. 

     

    Section
      6.13 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.

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    Section
      6.14 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). 

     

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        23

        
          

        

      

      
         

      

    


    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 HOLDINGS, LLC

            
	 	 	 
	 	 	 
	 	
              By:

            	     

	 	
              Name:
                

            	
              Daniel
                F. Collins

            
	 	
              Title:
                

            	
              President

            


    

    


    
 

    
      [Signature
        Page to Security Agreement]

    


    
      
        
        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    


    EXHIBIT
      A

     

    PERFECTION
      CERTIFICATE

    (UCC
      Financing Statements)

     

    The
      undersigned, the President and Chief Executive Officer of Crosspoint Energy
      Holdings, LLC, a Texas limited liability company (the “Debtor”),
      hereby certifies, with reference to that certain Security Agreement dated as
      of
      September 2, 2005 (the “Security
      Agreement”,
      with
      terms defined in such Security Agreement having the same meanings herein as
      specified therein), between the Debtor and D.B. Zwirn Special Opportunities
      Fund, L.P. (the “Secured
      Party”),
      to
      the Secured Party as follows:

     

    Section
      1. Name.
      The
      exact legal name of the Debtor as that name appears on its Certificate of
      Organization is as follows: Crosspoint Energy Holdings, LLC

     

    Section
      2. Other
      Identifying Factors.
      

     

    (a) The
      following is a mailing address for the Debtor: 2801 Network Boulevard, Suite
      810, Frisco, Texas 75034.

     

    (b) The
      following is the type of organization of the Debtor: limited liability
      company

     

    (c) The
      following is the jurisdiction of the Debtor’s organization: Texas

     

    (d) The
      following is the Debtor’s state issued organizational identification number:
      800529734.

     

    Section
      3. Other
      Names, etc.

     

    (a) The
      following is a list of all other names (including trade names or similar
      appellations) used by the Debtor, or any other business or organization to
      which
      the Debtor became the successor by merger, consolidation, acquisition, change
      in
      form, nature or jurisdiction of organization or otherwise, now or at any time
      during the past five years: None 

     

    (b) Attached
      hereto as Schedule 3 is the information required in Section 2 for any other
      business or organization to which the Debtor became the successor by merger,
      consolidation, acquisition of assets, change in form, nature or jurisdiction
      of
      organization or otherwise, now or at any time during the past five
      years.

     

    Section
      4. Current
      Locations.
      

     

    (a) The
      following are all locations in the United States of America in which the Debtor
      maintains any books or records relating to any of the Collateral consisting
      of
      accounts, instruments, chattel paper, general intangibles or mobile goods:
      Texas

     

    
      
         

      

      
        Exhibit
          A-1

        
          

        

      

      
         

      

    

     

    (b) The
      following are all locations in the United States of America where any of the
      Collateral consisting of inventory or equipment (other than as related to its
      oil and gas properties) is located: Texas

     

    (c) The
      following are the names and addresses of all Persons or entities other than
      the
      Debtor, such as lessees, consignees, warehousemen or purchasers of chattel
      paper, which have possession or are intended to have possession of any of the
      Collateral consisting of instruments, chattel paper, inventory or equipment:
      None

     

    Section
      5. Prior
      Locations.
      

     

    Set
      forth
      below is the information required by Section 4 (b) or (c) at which, or other
      Person with which, any of the Collateral consisting of inventory or equipment
      (other than as related to its oil and gas properties) has been previously held
      at any time during the past twelve months: None.

     

    Section
      6. Unusual
      Transactions.
      All of
      the Collateral has been originated by the Debtor in the ordinary course of
      the
      Debtor’s business or consists of goods which have been acquired by the Debtor in
      the ordinary course from a Person in the business of selling goods of that
      kind.

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
         

      

      
        Exhibit
          A-2

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      we have
      hereunto signed this Certificate on September 2, 2005.

     

    
      	 	
              CROSSPOINT
                ENERGY HOLDINGS, LLC

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	
              Name:
                

            	
              Daniel
                F. Collins

            
	 	
              Title:
                

            	
              President