exv10w12






EXECUTION




SECOND LIEN SENIOR PLEDGE AND SECURITY AGREEMENT




(QUEST CHEROKEE, LLC)




     THIS SECOND LIEN SENIOR PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security
Agreement”) is executed as of July 11, 2008, by QUEST CHEROKEE, LLC, a Delaware limited liability
company (“Debtor”), whose address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73120,
for the benefit of ROYAL BANK OF CANADA (in its capacity as “Administrative Agent” and “Collateral
Agent” for the Secured Parties, as such term is defined in the Second Lien Senior Term Loan
Agreement (hereafter defined), as “Secured Party,” whose address is Royal Bank Plaza, P.O. Box 50,
200 Bay Street, 12th Floor, South Tower, Toronto, Ontario M5J 2W7.



RECITALS




     WHEREAS, pursuant to that certain Second Lien Senior Term Loan Agreement dated of even date
herewith (as the same may hereafter be amended, supplemented and restated, the “Credit Agreement”),
among QUEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “MLP”), as guarantor, and
Debtor, the various financial institutions that are, or may from time to time become, parties
thereto (individually a “Lender” and collectively the “Lenders”) and Royal Bank of Canada, as
administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in
such capacity, the “Collateral Agent”), the Lenders have agreed to make Loans for the account of
the Borrowers;



     WHEREAS, Debtor has also entered into (a) that certain Amended and Restated Credit
Agreement dated November 15, 2007 (as amended, restated, replaced, supplemented or modified from
time to time, the “First Lien Credit Agreement”), by and among the Debtor, the Lenders party
thereto from time to time, and Secured Party, as Administrative Agent and Collateral Agent
(together with its permitted successors and assigns, in such capacity, “First Lien Collateral
Agent”), Lead Arranger and Syndication Agent and (b) that certain Pledge and Security Agreement,
dated as of the date thereof (as amended, restated, replaced, supplemented or modified from time to
time, the “First Lien Security Agreement”), by and between Debtor and the First Lien Collateral
Agent, pursuant to which Debtor has granted a first priority Lien (as defined in the First Lien
Credit Agreement) to the First Lien Collateral Agent for the benefit of the First Lien Obligations
(as defined in the First Lien Credit Agreement) on the Collateral to secure such Debtor’s
obligations under the Credit Documents (as defined in the First Lien Credit Agreement);



     WHEREAS, Debtor, the First Lien Collateral Agent, Secured Party and certain other parties
thereto shall enter into an Intercreditor Agreement, dated as of the date hereof (as amended,
restated, replaced, supplemented or modified from time to time, the “Intercreditor Agreement”);
and



     WHEREAS, Debtor has duly authorized the execution, delivery and performance of this Security
Agreement;



     WHEREAS, this Security Agreement is integral to the transactions contemplated by the Loan
Documents, and the execution and delivery of this Security Agreement is a condition precedent to
the Lenders’ obligations to extend credit under the Loan Documents; and



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     ACCORDINGLY, for valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Debtor and Secured Party hereby agree as follows:



     1. REFERENCE TO CREDIT AGREEMENT. The terms, conditions, and provisions of the Credit
Agreement are incorporated herein by reference, the same as if set forth herein verbatim, which
terms, conditions, and provisions shall continue to be in full force and effect hereunder so long
as the Lenders are obligated to lend under the Credit Agreement and thereafter until the
Obligations are paid and performed in full (except as provided in Sections 10.01(d) and 10.01(e) of
the Credit Agreement).



     2. CERTAIN DEFINITIONS. Unless otherwise defined herein, or the context hereof otherwise
requires, each term defined in the Credit Agreement or in the UCC is used in this Security
Agreement with the same meaning; provided that, if the definition given to such term in the Credit
Agreement conflicts with the definition given to such term in the UCC, the definition in the Credit
Agreement shall control to the extent legally allowable; and if any definition given to such term
in Chapter 9 of the UCC conflicts with the definition given to such term in any other chapter of
the UCC, the Chapter 9 definition shall prevail. As used herein, the following terms have the
meanings indicated:




     Borrower has the meaning set forth in the first recital.




     Collateral has the meaning set forth in Paragraph 4 hereof.




     Collateral Note Security has the meaning set forth in Paragraph 4 hereof.




     Collateral Notes has the meaning set forth in Paragraph 4 hereof.




     Control Agreement means, with respect to any Collateral consisting of investment
property, Deposit Accounts, electronic chattel paper, and letter-of-credit rights, an
agreement evidencing that Secured Party has “control” (as defined in the UCC) of such
Collateral.




     Copyrights has the meaning set forth in Paragraph 4 hereof.




     Credit Agreement has the meaning set forth in the first recital.




     Deposit Accounts has the meaning set forth in Paragraph 4 hereof.




     Intellectual Property has the meaning set forth in Paragraph 4 hereof.




     Lender means, individually, or Lenders means, collectively, on any date of
determination, the Administrative Agent and Lenders, and their permitted successors and
assigns.




     Material Agreements has the meaning set forth in Paragraph 4 hereof.




     Obligations means, collectively, (a) the Obligations as such term is defined in the
Credit Agreement, and (b) all indebtedness, liabilities, and obligations of Debtor arising
under this Security Agreement; it being the intention and contemplation of Debtor and
Secured Party that future advances will be made by one or more Lenders to the Debtor for a
variety of purposes.




     Obligor means any Person obligated with respect to any of the Collateral, whether as an
account debtor, obligor on an instrument, issuer of securities, or otherwise.



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     Partnerships/Limited Liability Companies shall mean: (a) those partnerships and limited
liability companies listed on Annex B-1 attached hereto and incorporated herein by
reference, as such partnerships or limited liability companies exist or may hereinafter be
restated, amended, or restructured; (b) any partnership, joint venture, or limited liability
company in which Debtor shall, at any time, become a limited or general partner, venturer,
or member; or (c) any partnership, joint venture, or corporation formed as a result of the
restructure, reorganization, or amendment of the Partnerships/Limited Liability Companies.




     Partnership/Limited Liability Company Agreements shall mean: (a) those agreements
listed on Annex B-1 attached hereto and incorporated herein by reference (together with any
modifications, amendments, or restatements thereof); and (b) partnership agreements, joint
venture agreements, or organizational agreements for any of the partnerships, joint
ventures, or limited liability companies described in clause (b) of the definition of
“Partnerships/Limited Liability Companies” above (together with any modifications,
amendments or restatements thereof), and “Partnership/Limited Liability Company Agreement”
means any one of the Partnership/Limited Liability Company Agreements.




     Partnership/Limited Liability Company Interests shall mean all of Debtor’s Rights,
title and interest now or hereafter accruing under the Partnership/Limited Liability Company
Agreements with respect to all distributions, allocations, proceeds, fees, preferences,
payments, or other benefits, which Debtor now is or may hereafter become entitled to receive
with respect to such interests in the Partnerships/Limited Liability Companies and with
respect to the repayment of all loans now or hereafter made by Debtor to the
Partnerships/Limited Liability Companies.




     Patents has the meaning set forth in Paragraph 4 hereof.




     Pledged Securities means, collectively, the Pledged Shares and any other Collateral
constituting securities.




     Pledged Shares has the meaning set forth in Paragraph 4 hereof.




     Rights means rights, remedies, powers, privileges and benefits.




     Security Interest means the security interest granted and the pledge and assignment
made under Paragraph 3 hereof.




     Trademarks has the meaning set forth in Paragraph 4 hereof.




     UCC means the Uniform Commercial Code, including each such provision as it may
subsequently be renumbered, as enacted in the State of New York or other applicable
jurisdiction, as amended at the time in question.



     3. SECURITY INTEREST. In order to secure the full and complete payment and performance of the
Obligations when due, Debtor hereby grants to Secured Party a Security Interest in all of Debtor’s
Rights, titles, and interests in and to the Collateral and pledges, collaterally transfers, and
assigns the Collateral to Secured Party, all upon and subject to the terms and conditions of this
Security Agreement. Such Security Interest is granted and pledge and assignment are made as
security only and shall not subject Secured Party to, or transfer or in any way affect or modify,
any obligation of Debtor
with respect to any of the Collateral or any transaction involving or giving rise thereto. If
the grant, pledge, or collateral transfer or assignment of any specific item of the Collateral is
expressly prohibited



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by any contract, license, law or regulation, then the Security Interest created hereby
nonetheless remains effective to the extent allowed by the UCC or other applicable Law, but is
otherwise limited by that prohibition.




     4. COLLATERAL. As used herein, the term “Collateral” means the following items and types of
property, wherever located, now owned or in the future existing or acquired by Debtor, and all
proceeds and products thereof, and any substitutes or replacements therefor:




     (a) all personal property and fixture property of every kind and nature including,
without limitation, all accounts, chattel paper (whether tangible or electronic), goods
(including inventory, equipment, and any accessions thereto), software, instruments,
investment property, documents, deposit accounts, money, commercial tort claims, letters of
credit and letter-of-credit rights, supporting obligations, Tax refunds, and general
intangibles (including payment intangibles);




     (b) all Rights, titles, and interests of Debtor in and to all outstanding stock,
equity, or other investment securities owned by Debtor, including, without limitation, all
capital stock of each Subsidiary of Debtor set forth on Annex B-1 (“Pledged Shares”);




     (c) all Rights, titles, and interests of Debtor in and to all promissory notes and
other instruments payable to Debtor, including, without limitation, all inter-company notes
from Subsidiaries and those set forth on Annex B-1 (“Collateral Notes”) and all Rights,
titles, interests, and Liens Debtor may have, be, or become entitled to under all present
and future loan agreements, security agreements, pledge agreements, deeds of trust,
mortgages, guarantees, or other documents assuring or securing payment of or otherwise
evidencing the Collateral Notes, including, without limitation, those set forth on Annex B-1
(“Collateral Note Security”);




     (d) the Partnership/Limited Liability Company Interests and all Rights of Debtor with
respect thereto, including, without limitation, all Partnership/Limited Liability Company
Interests set forth on Annex B-1 and all of Debtor’s distribution rights, income rights,
liquidation interest, accounts, contract rights, general intangibles, notes, instruments,
drafts, and documents relating to the Partnership/Limited Liability Company Interests;




     (e) (i) all copyrights (whether statutory or common law, registered or unregistered),
works protectable by copyright, copyright registrations, copyright licenses, and copyright
applications of Debtor, including, without limitation, all of Debtor’s Right, title, and
interest in and to all copyrights registered in the United States Copyright Office or
anywhere else in the world and also including, without limitation, the copyrights set forth
on Annex B-2; (ii) all renewals, extensions, and modifications thereof, (iii) all income,
licenses, royalties, damages, profits, and payments relating to or payable under any of the
foregoing; (iv) the Right to sue for past, present, or future infringements of any of the
foregoing; and (v) all other rights and benefits relating to any of the foregoing throughout
the world; in each case, whether now owned or hereafter acquired by Debtor (“Copyrights”);




     (f) (i) all patents, patent applications, patent licenses, and patentable inventions of
Debtor, including, without limitation, registrations, recordings, and applications thereof
in the United States Patent and Trademark Office or in any similar office or agency of the
United States of America, any state thereof or any other country or any political
subdivision thereof including, without limitation, those set forth on Annex B-2, and all of
the inventions and improvements described and claimed therein; (ii) all continuations,
divisions, renewals, extensions,



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modifications, substitutions, reexaminations, continuations-in-part, or reissues of any
of the foregoing; (iii) all income, royalties, profits, damages, awards, and payments
relating to or payable under any of the foregoing; (iv) the right to sue for past, present,
and future infringements of any of the foregoing; and (v) all other rights and benefits
relating to any of the foregoing throughout the world; in each case, whether now owned or
hereafter acquired by Debtor (“Patents”);




     (g) (i) all trademarks, trademark licenses, trade names, corporate names, company
names, business names, fictitious business names, trade styles, service marks, certification
marks, collective marks, logos, other business identifiers, all registrations, recordings,
and applications thereof including, without limitation, registrations, recordings, and
applications in the United States Patent and Trademark Office or in any similar office or
agency of the United States, any state thereof or any other country or any political
subdivision thereof including, without limitation, those set forth on Annex B-2; (ii) all
reissues, extensions, and renewals thereof; (iii) all income, royalties, damages, and
payments now or hereafter relating to or payable under any of the foregoing including,
without limitation, damages or payments for past or future infringements of any of the
foregoing; (iv) the right to sue for past, present, and future infringements of any of the
foregoing; (v) all rights corresponding to any of the foregoing throughout the world; and
(vi) all goodwill associated with and symbolized by any of the foregoing, in each case,
whether now owned or hereafter acquired by Debtor (“Trademarks”, and collectively with the
Copyrights and the Patents, the “Intellectual Property”);




     (h) (i) all of Debtor’s Rights, titles, and interests in, to, and under those contracts
pursuant to which a default in or breach of the performance or observance of any provision
could reasonably be expected to result in the opinion of the Secured Party in a Material
Adverse Effect (the “Material Agreements”) including, without limitation, all Rights of
Debtor to receive moneys due and to become due under or pursuant to the Material Agreements;
(ii) all rights of Debtor to receive proceeds of any insurance, indemnity, warranty, or
guaranty with respect to the Material Agreements; (iii) all claims of Debtor for damages
arising out of or for breach of or default under the Material Agreements; and (iv) all
rights of Debtor to compel performance and otherwise exercise all rights and remedies under
the Material Agreements;




     (i) all present and future automobiles, trucks, truck tractors, trailers,
semi-trailers, or other motor vehicles or rolling stock, now owned or hereafter acquired by
such Debtor (collectively, the “Vehicles”);




     (j) any and all material deposit accounts, bank accounts, investment accounts, or
securities accounts, now owned or hereafter acquired or opened by Debtor including, without
limitation, any such accounts set forth on Annex B-1, and any account which is a replacement
or substitute for any of such accounts, together with all monies, instruments, certificates,
checks, drafts, wire transfer receipts, and other property deposited therein and all
balances therein (the “Deposit Accounts”);




     (k) all permits, licenses and other authorizations (“Authorizations”) issued by any
governmental authority, to the extent and only to the extent that the grant of a security
interest in any such Authorization does not result in the forfeiture of, or default under,
any such Authorization;




     (l) all present and future distributions, income, increases, profits, combinations,
reclassifications, improvements, and products of, accessions, attachments, and other
additions to,



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tools, parts, and equipment used in connection with, and substitutes and replacements
for, all or part of the Collateral described above;




     (m) all present and future accounts, contract rights, general intangibles, chattel
paper, documents, instruments, cash and noncash proceeds, and other Rights arising from or
by virtue of, or from the voluntary or involuntary sale or other disposition of, or
collections with respect to, or insurance proceeds payable with respect to, or proceeds
payable by virtue of warranty or other claims against the manufacturer of, or claims against
any other Person with respect to, all or any part of the Collateral heretofore described in
this clause or otherwise; and




     (n) all present and future security for the payment to Debtor or any Subsidiary of any
of the Collateral described above and goods which gave or will give rise to any such
Collateral or are evidenced, identified, or represented therein or thereby.


The description of the Collateral contained in this Paragraph 4 shall not be deemed to permit any
action prohibited by this Security Agreement or by the terms incorporated in this Security
Agreement.




     5. REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants to Secured Party that:




     (a) Credit Agreement. Certain representations and warranties in the Credit
Agreement are applicable to Debtor or its assets or operations, and each such representation
is true and correct, in all material respects.




     (b) Binding Obligation/Perfection. This Security Agreement creates a legal,
valid, and binding Lien in and to the Collateral in favor of Secured Party and enforceable
against Debtor. For Collateral in which the Security Interest may be perfected by the filing
of Financing Statements pursuant to Article 9 of the UCC, once those Financing Statements
have been properly filed in the jurisdictions described on Annex A hereto, the Security
Interest in that Collateral will be fully perfected and the Security Interest will
constitute a Second Priority Lien (subject in the case of priority only to the
Liens granted in favor of the First Lien Collateral Agent pursuant to the terms of the
First Lien Security Agreement, and further subject to the Intercreditor Agreement, and
Permitted Liens). With respect to Collateral consisting of investment property (other than
Pledged Securities covered by Paragraph 5(j)), Deposit Accounts, electronic chattel paper,
letter-of-credit rights, and instruments, upon the delivery of such Collateral to Secured
Party or delivery of an executed Control Agreement with respect to such Collateral, the
Security Interest in that Collateral will be fully perfected and the Security Interest will
constitute a first-priority Lien on such Collateral, subject only to Permitted Liens. None
of the Collateral has been delivered nor control with respect thereto given to any Person
other than the Administrative Agent. Other than the Financing Statements and Control
Agreements with respect to this Security Agreement, there are no other financing statements
or control agreements covering any Collateral, other than those evidencing Permitted Liens.
The creation of the Security Interest does not require the consent of any Person that has
not been obtained.




     (c) Debtor Information. Debtor’s exact legal name, mailing address,
jurisdiction of organization, type of entity, and state issued organizational identification
number are as set forth on Annex A hereto.




     (d) Location/Fixtures. (i) Debtor’s place of business and chief executive
office is where Debtor is entitled to receive notices hereunder; the present and foreseeable
location of



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debtor’s books and records concerning any of the Collateral is as set forth on Annex A
hereto, and the location of all other Collateral, including, without limitation, Debtor’s
inventory and equipment (but excluding fixtures) is as set forth on Annex A hereto; and,
except as noted on Annex A hereto, all such books, records, and Collateral are in Debtor’s
possession, and (ii) substantially all the Collateral that is or may be fixtures is located
on or affixed to the real property described in deeds of trust or mortgages executed by
Debtor in favor of Secured Party pursuant to the Credit Agreement or on Annex A hereto.




     (e) Governmental Authority. Other than the filing of Financing Statements
contemplated hereby, appropriate filings to perfect the Security Interest in the
Intellectual Property and the notation of a Lien in favor of the Secured Party on any motor
vehicle certificate of title, no Authorization, approval, or other action by, and no notice
to or filing with, any Governmental Authority is required either (i) for the pledge by
Debtor of the Collateral pursuant to this Security Agreement or for the execution, delivery,
or performance of this Security Agreement by Debtor, or (ii) for the exercise by Secured
Party of the voting or other Rights provided for in this Security Agreement or the remedies
in respect of the Collateral pursuant to this Security Agreement (except as may be required
in connection with the disposition of the Pledged Securities by Laws affecting the offering
and sale of securities generally).




     (f) Maintenance of Collateral. All tangible Collateral which is useful in and
necessary to Debtor’s business is in good repair and condition, ordinary wear and tear
excepted.




     (g) Liens. Debtor owns, leases or has valid rights to use all presently
existing Collateral, and will acquire or lease all hereafter-acquired Collateral, free and
clear of all Liens, except Permitted Liens.




     (h) Collateral. Annex B-1 accurately lists all Collateral Notes, Collateral
Note Security, Pledged Shares, Partnership/Limited Liability Company Interests, commercial
tort claims, and Deposit Accounts.




     (i) Instruments, Chattel Paper, Collateral Notes, and Collateral Note Security.
All material instruments and chattel paper including, without limitation, the Collateral
Notes, have been delivered to Secured Party, together with corresponding endorsements duly
executed by Debtor in favor of Secured Party, and such endorsements have been duly and
validly executed and are binding and enforceable against Debtor in accordance with their
terms. Each material Collateral Note and the documents evidencing the Collateral Note
Security are in full force and effect; there have been no renewals or extensions of, or
amendments, modifications, or supplements which would materially adversely affect such
Collateral Notes or Collateral Note Security; and no “default” or “event of default” has
occurred and is continuing under any such Collateral Note or documents evidencing the
Collateral Note Security. Debtor has good title to the Collateral Notes and Collateral Note
Security, and such Collateral Notes and Collateral Note Security are free from any claim for
credit, deduction, or allowance of an Obligor and free from any defense, condition, dispute,
setoff, or counterclaim which could materially adversely affect the value thereof, and there
is no extension or indulgence with respect thereto.




     (j) Pledged Securities, Pledged Shares. All Collateral that is Pledged Shares
is duly authorized, validly issued, fully paid, and non-assessable (except to the extent
required by applicable Law), and the transfer thereof is not subject to any restrictions,
other than restrictions imposed hereunder and by applicable securities and corporate Laws or
Permitted Liens. The Pledged Securities securing the Obligations include 100% of the issued
and outstanding common



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stock or other equity interests owned by Debtor of each Subsidiary of Debtor. Debtor
has good title to the Pledged Securities, free and clear of all Liens and encumbrances
thereon (except for the Security Interest created hereby or Permitted Liens), and has
delivered to Secured Party (i) all stock certificates, or other instruments or documents
representing or evidencing the Pledged Securities, together with corresponding assignment or
transfer powers duly executed in blank by Debtor, and such powers have been duly and validly
executed and are binding and enforceable against Debtor in accordance with their terms or
(ii) to the extent such Pledged Securities are uncertificated, an executed Acknowledgment of
Pledge in the form of Annex D with respect to such Pledged Securities. The pledge of the
Pledged Securities in accordance with the terms hereof creates a valid and perfected first
priority security interest in the Pledged Securities securing payment of the Obligations,
subject to Permitted Liens.




     (k) Partnership/Limited Liability Company Interests. Each Partnership/Limited
Liability Company issuing a Partnership/Limited Liability Company Interest, is duly
organized, currently existing, and in good standing in the jurisdiction of its formation;
there have been no material amendments, modifications, or supplements to any agreement or
certificate creating any Partnership/Limited Liability Company or any material contract
relating to the Partnerships/Limited Liability Companies, of which Secured Party has not
been advised in writing; no event of default, default, breach, or potential default has
occurred and is continuing under any Partnership/Limited Liability Company Agreement, except
for such defaults or breaches that would not reasonably be expected to result in a Material
Adverse Effect; and no approval or consent of the partners of any Partnership/Limited
Liability Company is required as a condition to the validity and enforceability of the
Security Interest created hereby or the consummation of the transactions contemplated hereby
which has not been duly obtained by Debtor. Debtor has good title to the Partnership/Limited
Liability Company Interests free and clear of all Liens and encumbrances (except for the
Security Interest granted hereby or Permitted Liens). The Partnership/Limited Liability
Company Interests are validly issued, fully paid, and nonassessable (except to the extent
required by applicable Law) and are not subject to statutory, contractual, or other
restrictions governing their transfer, ownership, or control, except as set forth in the
applicable Partnership/Limited Liability Company Agreements or applicable securities Laws or
Permitted Liens. All capital contributions required to be made by the terms of the
Partnership/Limited Liability Company Agreements for each Partnership/Limited Liability
Company have been made. Debtor’s Partnership/Limited Liability Company Interests in Quest
Cherokee Oil Service, LLC are evidenced by certificates and no other Partnership/Limited
Liability Company Interests owned by Debtor are evidenced by certificates.




     (1) Accounts. All Collateral that is accounts, contract rights, chattel paper,
instruments, payment intangibles, or general intangibles is free from any claim for credit,
deduction, or allowance of an Obligor, from any defense, condition, dispute, setoff, or
counterclaim (collectively “Deductions”), and there is no extension or indulgence with
respect thereto, except to the extent such Deductions, extensions and indulgences could not
reasonably be expected to have a Material Adverse Effect.




     (m) Deposit Accounts. With respect to the Deposit Accounts, (i) Debtor
maintains each Deposit Account with the banks listed on Annex B-1 hereto, (ii) upon request
by the Administrative Agent, Debtor shall use its reasonable efforts to, within thirty (30)
days of such request, cause each such bank to acknowledge to Secured Party that each such
Deposit Account is subject to the Security Interest and Liens herein created, that the
pledge of such Deposit Account has been recorded in the books and records of such bank, and
that Secured Party shall have



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“control” (as defined in the UCC) over such Deposit Account, and (iii) Debtor has the
legal Right to pledge and assign to Secured Party the funds deposited and to be deposited in
each such Deposit Account.




     (n) Intellectual Property.




     (i) All of the Intellectual Property is subsisting, valid, and enforceable
(except where any failure to be subsisting, valid and enforceable would not
reasonably be expected to have a Material Adverse Effect). The information
contained on Annex B-2 hereto is true, correct and complete. All issued Patents,
Patent applications, registered Trademarks, Trademark applications, registered
Copyrights, and Copyright applications of Debtor are identified on Annex B-2 hereto.




     (ii) Except for off-the-shelf software and other Intellectual Property of which
Debtor is a licensee (as to which this representation is inapplicable), Debtor is
the sole and exclusive owner of, the entire and unencumbered Right, title, and
interest in and to the Intellectual Property owned by Debtor free and clear of any
Liens including, without limitation, any pledges, assignments, licenses, user
agreements, and covenants by Debtor not to sue third Persons, other than Permitted
Liens or licenses permitted by Paragraph 8(c).




     (iii) As of the date hereof, to Debtor’s knowledge, no third party is
infringing any of Debtor’s Rights under the Intellectual Property.




     (iv) Debtor has performed and will continue to perform all acts and has paid
and will continue to pay all required fees and Taxes to maintain each material item
of the Intellectual Property in full force and effect throughout the world, as
applicable.




     (v) Each of the Patents and Trademarks identified on Annex B-2 hereto, to the
extent required in Debtor’s reasonable business judgment, has been properly
registered with the United States Patent and Trademark Office and in corresponding
offices throughout the world (where appropriate) and each of the Copyrights
identified on Annex B-2 hereto has been properly registered with the United States
Copyright Office and in corresponding offices throughout the world (where
appropriate).




     (vi) As of the date hereof, to Debtor’s knowledge, no claims with respect to
the Intellectual Property have been asserted and are pending (i) to the effect that
the sale, licensing, pledge, or use of any of the products of Debtor’s business
infringes any other party’s valid copyright, trademark, service mark, trade secret,
or other intellectual property Right, (ii) against the use by Debtor of any
Intellectual Property used in the Debtor’s business as currently conducted, or (iii)
challenging the ownership or use by Debtor of any of the Intellectual Property that
Debtor purports to own or use.


The foregoing representations and warranties will be true and correct in all material respects with
respect to any additional Collateral or additional specific descriptions of certain Collateral
delivered to Secured Party in the future by Debtor. The failure of any of these representations or
warranties or any description of Collateral therein to be accurate or complete shall not impair the
Security Interest in any such Collateral.




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     6. COVENANTS. Until the Obligations are paid and performed in full (except as provided in
Sections 10.01(d) and 10.01(e) of the Credit Agreement), Debtor covenants and agrees with Secured
Party that Debtor will:




     (a) Credit Agreement. (i) Comply with, perform, and be bound by all applicable
covenants and agreements in the Credit Agreement, each of which is hereby ratified and
confirmed.




     (b) Books and Records Concerning Collateral; Inspection Rights. Debtor shall
comply with the provisions of Section 6.09 and 6.10 of the Credit Agreement regarding
records concerning and inspection rights relating to the Collateral. In addition, from time
to time at the request of Secured Party deliver to Secured Party such information regarding
Debtor that is in the possession of Debtor as Secured Party may reasonably request.




     (c) Annexes. Together with the delivery of compliance certificates pursuant to
Section 6.02(a) of the Credit Agreement, update all annexes hereto if any information
therein shall become inaccurate or incomplete and such updated Annexes shall replace the
existing Annexes for all purposes of this Agreement. Notwithstanding any other provision
herein, Debtor’s failure to describe any Collateral required to be listed on any annex
hereto shall not impair Secured Party’s Security Interest in the Collateral.




     (d) Perform Obligations. Perform all of Debtor’s duties under and in
connection with each transaction to which the Collateral, or any material part thereof,
relates, in the ordinary course of business except when in Debtor’s business judgment
non-performance is justified. Notwithstanding anything to the contrary contained herein,
(i) Debtor shall remain liable under the contracts, agreements, documents, and instruments
included in the Collateral to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Security Agreement had not been
executed, (ii) the exercise by Secured Party of any of its Rights or remedies hereunder
shall not release Debtor from any of its duties or obligations under the contracts,
agreements, documents, and instruments included in the Collateral, and (iii) Secured Party
shall not have any indebtedness, liability, or obligation under any of the contracts,
agreements, documents, and instruments included in the Collateral by reason of this Security
Agreement, and Secured Party shall not be obligated to perform any of the obligations or
duties of Debtor thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder.




     (e) Intentionally Deleted.




     (f) Collateral in Trust. Hold in trust (and not commingle with other assets of
Debtor) for Secured Party all Collateral that is chattel paper, instruments, Collateral
Notes, Pledged Securities, or documents at any time received by Debtor, and promptly deliver
same to Secured Party, unless Secured Party at its option (which may be evidenced only by a
writing signed by Secured Party stating that Secured Party elects to permit Debtor to so
retain) permits Debtor to retain the same, but any chattel paper, instruments, Collateral
Notes, Pledged Securities, or documents so retained shall be marked to state that they are
assigned to Secured Party; each such instrument shall be endorsed to the order of Secured
Party (but the failure of same to be so marked or endorsed shall not impair the Security
Interest thereon).




     (g) Control. Execute all documents and take any action required by Secured
Party in order for Secured Party to obtain “control” (as defined in the UCC) with respect to
Collateral



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consisting of Deposit Accounts, investment property, uncertificated Pledged Securities,
and letter-of-credit rights. If Debtor at any time holds or acquires an interest in any
electronic chattel paper or any “transferable record,” as that term is defined in the
federal Electronic Signatures in Global and National Commerce Act, or in the Uniform
Electronic Transactions Act as in effect in any relevant jurisdiction, promptly notify
Secured Party thereof and, at the request of Secured Party, take such action as Secured
Party may reasonably request to vest in Secured Party control under the UCC of such
electronic chattel paper or control under the federal Electronic Signatures in Global and
National Commerce Act or, as the case may be, the Uniform Electronic Transactions Act, as so
in effect in such jurisdiction, of such transferable record.




     (h) Further Assurances. At Debtor’s expense and Secured Party’s request, before
or after a Default or Event of Default: (i) file or cause to be filed such applications and
take such other actions as Secured Party may request to obtain the consent or approval of
any Governmental Authority to Secured Party’s Rights hereunder including, without
limitation, the Right to sell all the Collateral upon an Event of Default without additional
consent or approval from such Governmental Authority (and, because Debtor agrees that
Secured Party’s remedies at Law for failure of Debtor to comply with this provision would be
inadequate and that such failure would not be adequately compensable in damages, Debtor
agrees that its covenants in this provision may be specifically enforced); (ii) from time to
time promptly execute and deliver to Secured Party all such other assignments, certificates,
supplemental documents, and financing statements, and do all other acts or things as Secured
Party may reasonably request in order to more fully create, evidence, perfect, continue, and
preserve the priority of the Security Interest and to carry out the provisions of this
Security Agreement; and (iii) pay all filing fees in connection with any financing,
continuation, or termination statement or other instrument with respect to the Security
Interests.




     (i) Encumbrances. Not create, permit, or suffer to exist, and shall defend the
Collateral against, any Lien or other encumbrance on the Collateral, other than Permitted
Liens, and shall defend Debtor’s Rights in the Collateral and Secured Party’s Security
Interest in the Collateral against the claims and demands of all Persons except those
holding or claiming Permitted Liens. Debtor shall do nothing to impair the Rights of Secured
Party in the Collateral.




     (j) Estoppel and Other Agreements and Matters. Upon the reasonable request of
Secured Party, either (i) use commercially reasonable efforts to cause the landlord or
lessor for each location where any of its inventory or equipment is maintained to execute
and deliver to Secured Party an estoppel and subordination agreement in such form as may be
reasonably acceptable to Secured Party and its counsel, or (ii) deliver to Secured Party a
legal opinion or other evidence (in each case that is reasonably satisfactory to Secured
Party and it counsel) that neither the applicable lease nor the Laws of the jurisdiction in
which that location is situated provide for contractual, common Law, or statutory landlord’s
Liens that is senior to or pari passu with the Security Interest.




     (k) Fixtures. For any Collateral that is a fixture or an accession which has
been attached to real estate or other goods prior to the perfection of the Security
Interest, use commercially reasonable efforts to furnish to Secured Party, upon reasonable
demand, a disclaimer of interest in each such fixture or accession and a consent in writing
to the Security Interest of Secured Party therein, signed by all Persons having any interest
in such fixture or accession by virtue of any interest in the real estate or other goods to
which such fixture or accession has been attached.



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     (l) Certificates of Title. Upon the request of Secured Party, if a certificate
of title is issued or outstanding with respect to any Vehicle or other Collateral with a
fair market value of at least $50,000, cause the Security Interest to be properly noted
thereon.




     (m) Warehouse Receipts Non-Negotiable. If any warehouse receipt or receipt in
the nature of a warehouse receipt is issued in respect of any of the Collateral, agree that
such warehouse receipt or receipt in the nature thereof shall not be “negotiable” (as such
term is used in Section 7-104 of the UCC) unless such warehouse receipt or receipt in the
nature thereof is delivered to Secured Party.




     (n) Impairment of Collateral. Not use any material portion of the Collateral,
or permit the same to be used, for any unlawful purpose, in any manner that is reasonably
likely to materially adversely impair the value or usefulness of the Collateral, or in any
manner inconsistent with the provisions or requirements of any policy of insurance thereon
nor affix or install any accessories, equipment, or device on the Collateral or on any
component thereof if such addition will materially impair the original intended function or
use of the Collateral or such component.




     (o) Collateral Notes and Collateral Note Security. Without the prior written
consent of Secured Party not (i) materially modify or substitute, or permit material
modification or substitution of, any Collateral Note or any document evidencing the
Collateral Note Security, if the effect thereof would be to materially adversely affect the
value of the Collateral Notes and Collateral Note Security taken as a whole, or (ii) release
any material portion of any Collateral Note Security unless paid in full or otherwise
specifically required by the terms thereof, except in the exercise of the Debtor’s
reasonable business judgment.




     (p) Securities. Except as permitted by the Credit Agreement, not sell,
exchange, or otherwise dispose of, or grant any option, warrant, or other Right with respect
to, any of the Pledged Securities; and take any action requested by Secured Party to allow
Secured Party to fully enforce its Security Interest in the Pledged Securities including,
without limitation, the filing of any claims with any court, liquidator, trustee, custodian,
receiver, or other like person or party.




     (q) Depository Bank. With respect to any Deposit Accounts, (i) maintain the
Deposit Accounts at the banks (a “Depository Bank”) described on Annex B-1 or such
additional depository banks as described in the notices given pursuant to clause (iv) of
this Section 6(q) as have complied with item (iv) hereof, (ii) upon request of the Secured
Party, deliver to each depository bank a letter in the form of Annex C hereto with respect
to Secured Party’s Rights in such Deposit Account (or on such other reasonable form as may
be provided by the Depository Bank) and use commercially reasonable efforts to obtain the
execution of such letter by each Depository Bank that the pledge of such Deposit Account has
been recorded in the books and records of such bank and that Secured Party shall have
dominion and control over such Deposit Account; (iii) upon request of the Secured Party,
deliver to Secured Party all certificates or instruments, if any, now or hereafter
representing or evidencing the Deposit Accounts, accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance reasonably satisfactory to
Secured Party; and (iv) notify Secured Party upon establishing any additional Deposit
Accounts and, at the request of Secured Party, use commercially reasonable efforts to obtain
from such depository bank an executed letter
substantially in the form of Annex C (or on such other reasonable form as may be
provided by the Depository Bank) and deliver the same to Secured Party. Secured Party
agrees not to exercise



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control over such Deposit Account unless an Event of Default shall have occurred and be
continuing.




     (t) Marking of Chattel Paper. At the request of Secured Party, not create any
chattel paper without placing a legend on the chattel paper acceptable to Secured Party
indicating that Secured Party has a security interest in the chattel paper.




     (u) Modification of Accounts. In accordance with prudent business practices,
endeavor to collect or cause to be collected from each account debtor under its accounts, as
and when due, any and all amounts owing under such accounts. Except in the ordinary course
of business consistent with prudent business practices and industry standards, without the
prior written consent of Secured Party, Debtor shall not (i) grant any extension of time for
any payment with respect to any of the accounts, (ii) compromise, compound, or settle any of
the accounts for less than the full amount thereof, (iii) release, in whole or in part, any
Person liable for payment of any of the accounts, (iv) allow any credit or discount for
payment with respect to any account other than trade discounts granted in the ordinary
course of business, (v) release any Lien or guaranty securing any account, or (vi) modify or
substitute, or permit the modification or substitution of, any contract to which any of the
Collateral which is accounts relates.




     (v) Intellectual Property.




     (i) Prosecute diligently all applications in respect of Intellectual Property,
now or hereafter pending;




     (ii) Except to the extent not required in Debtor’s reasonable business
judgment, make federal applications on all of its unpatented but patentable
inventions and all of its registrable but unregistered Copyrights and Trademarks;




     (iii) Preserve and maintain all of its material Rights in the Intellectual
Property and protect the Intellectual Property from infringement, unfair
competition, cancellation, or dilution by all appropriate action necessary in
Debtor’s reasonable business judgment including, without limitation, the
commencement and prosecution of legal proceedings to recover damages for
infringement and to defend and preserve its rights in the Intellectual Property;




     (iv) Not abandon any of the Intellectual Property necessary to the conduct of
its business in the exercise of Debtor’s reasonable business judgment;




     (v) Maintain the quality of any and all products and services with respect to
which the Intellectual Property is used;




     (vi) Not enter into any agreement including, but not limited to any licensing
agreement, that is or may be inconsistent with Debtor’s obligations under this
Security Agreement or any of the other Loan Documents;




     (vii) Give Secured Party prompt written notice if Debtor shall obtain Rights to
or become entitled to the benefit of any Intellectual Property not identified on
Annex B-2 hereto; and



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     (viii) If a Default or Event of Default exists, use its reasonable efforts to
obtain any consents, waivers, or agreements necessary to enable Secured Party to
exercise its rights and remedies with respect to the Intellectual Property.



     7. DEFAULT; REMEDIES. If an Event of Default exists, Secured Party may, at its election (but
subject to the terms and conditions of the Credit Agreement), exercise any and all Rights available
to a secured party under the UCC and other applicable law, in addition to any and all other Rights
afforded by the Loan Documents, at law, in equity, or otherwise including, without limitation, (a)
requiring Debtor to assemble all or part of the Collateral and make it available to Secured Party
at a place to be designated by Secured Party which is reasonably convenient to Debtor and Secured
Party, (b) to the extent permitted by Debtor’s insurance carrier, surrendering any policies of
insurance on all or part of the Collateral and receiving and applying the unearned premiums as a
credit on the Obligations, (c) applying by appropriate judicial proceedings for appointment of a
receiver for all or part of the Collateral (and Debtor hereby consents to any such appointment),
and (d) applying to the Obligations any cash held by Secured Party under this Security Agreement,
including, without limitation, any cash in the Cash Collateral Account (defined in Section 8(h)).




     (a) Notice. Reasonable notification of the time and place of any public sale of
the Collateral, or reasonable notification of the time after which any private sale or other
intended disposition of the Collateral is to be made, shall be sent to Debtor and to any
other Person entitled to notice under the UCC; provided that, if any of the Collateral
threatens to decline speedily in value or is of the type customarily sold on a recognized
market, Secured Party may sell or otherwise dispose of the Collateral without notification,
advertisement, or other notice of any kind. It is agreed that notice sent or given not less
than ten Business Days prior to the taking of the action to which the notice relates is
reasonable notification and notice for the purposes of this subparagraph.




     (b) Condition of Collateral; Warranties. Secured Party has no obligation to
clean-up or otherwise prepare the Collateral for sale. Secured Party may sell the Collateral
without giving any warranties as to the Collateral. Secured Party may specifically disclaim
any warranties of title or the like. This procedure will not be considered to affect
adversely the commercial reasonableness of any sale of the Collateral.




     (c) Compliance with Other Laws. Secured Party may comply with any applicable
state or federal law requirements in connection with a disposition of the Collateral and
compliance will not be considered to adversely affect the commercial reasonableness of any
sale of the Collateral.




     (d) Sales of Pledged Securities.




     (i) Debtor agrees that, because of the Securities Act of 1933, as amended, or
the rules and regulations promulgated thereunder (collectively, the “Securities
Act”), or any other Laws or regulations, and for other reasons, there may be legal
or practical restrictions or limitations affecting Secured Party in any attempts to
dispose of certain portions of the Pledged Securities and for the enforcement of its
Rights. For these reasons, Secured Party is hereby authorized by Debtor, but not
obligated, upon the occurrence and during the continuation of an Event of Default,
to sell all or any part of the Pledged Securities at private sale, subject to an
investment letter or in any other
manner which will not require the Pledged Securities, or any part thereof, to
be registered in accordance with the Securities Act or any other Laws or
regulations, at a reasonable



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price at such private sale or other distribution in the manner mentioned above.
Debtor understands that Secured Party may in its discretion approach a limited
number of potential purchasers and that a sale under such circumstances may yield a
lower price for the Pledged Securities, or any part thereof, than would otherwise be
obtainable if such Collateral were either offered to a larger number of potential
purchasers, registered under the Securities Act, or sold in the open market. Debtor
agrees that any such private sale made under this Paragraph 7(d) shall be deemed to
have been made in a commercially reasonable manner, and that Secured Party has no
obligation to delay the sale of any Pledged Securities to permit the issuer thereof
to register it for public sale under any applicable federal or state securities
Laws.




     (ii) Secured Party is authorized, in connection with any such sale, (A) to
restrict the prospective bidders on or purchasers of any of the Pledged Securities
to a limited number of sophisticated investors who will represent and agree that
they are purchasing for their own account for investment and not with a view to the
distribution or sale of any of such Pledged Securities, and (B) to impose such other
limitations or conditions in connection with any such sale as Secured Party
reasonably deems necessary in order to comply with applicable Law. Debtor covenants
and agrees that it will execute and deliver such documents and take such other
action as Secured Party reasonably deems necessary in order that any such sale may
be made in compliance with applicable Law. Upon any such sale, Secured Party shall
have the Right to deliver, assign, and transfer to the purchaser thereof the Pledged
Securities so sold. Each purchaser at any such sale shall hold the Pledged
Securities so sold absolutely free from any claim or Right of Debtor of whatsoever
kind, including any equity or Right of redemption of Debtor. Debtor, to the extent
permitted by applicable Law, hereby specifically waives all Rights of redemption,
stay, or appraisal which it has or may have under any Law now existing or hereafter
enacted.




     (iii) Debtor agrees that ten days’ written notice from Secured Party to Debtor
of Secured Party’s intention to make any such public or private sale or sale at a
broker’s board or on a securities exchange shall constitute reasonable notice under
the UCC. Such notice shall (A) in case of a public sale, state the time and place
fixed for such sale, (B) in case of sale at a broker’s board or on a securities
exchange, state the board or exchange at which such a sale is to be made and the day
on which the Pledged Securities, or the portion thereof so being sold, will first be
offered to sale at such board or exchange, and (C) in the case of a private sale,
state the day after which such sale may be consummated. Any such public sale shall
be held at such time or times within ordinary business hours and at such place or
places as Secured Party may fix in the notice of such sale. At any such sale, the
Pledged Securities may be sold in one lot as an entirety or in separate parcels, as
Secured Party may reasonably determine. Secured Party shall not be obligated to make
any such sale pursuant to any such notice. Secured Party may, without notice or
publication, adjourn any public or private sale or cause the same to be adjourned
from time to time by announcement at the time and place fixed for the sale, and such
sale may be made at any time or place to which the same may be so adjourned.




     (iv) In case of any sale of all or any part of the Pledged Securities on credit
or for future delivery, the Pledged Securities so sold may be retained by Secured
Party until the selling price is paid by the purchaser thereof, but Secured Party
shall not incur any liability in case of the failure of such purchaser to take up
and pay for the Pledged



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Securities so sold and in case of any such failure, such Pledged Securities may
again be sold upon like notice. Secured Party, instead of exercising the power of
sale herein conferred upon it, may proceed by a suit or suits at Law or in equity to
foreclose the Security Interests and sell the Pledged Securities, or any portion
thereof, under a judgment or decree of a court or courts of competent jurisdiction.




     (v) Without limiting the foregoing, or imposing upon Secured Party any
obligations or duties not required by applicable Law, Debtor acknowledges and agrees
that, in foreclosing upon any of the Pledged Securities, or exercising any other
Rights or remedies provided Secured Party hereunder or under applicable Law, Secured
Party may, but shall not be required to, (A) qualify or restrict prospective
purchasers of the Pledged Securities by requiring evidence of sophistication or
creditworthiness, and requiring the execution and delivery of confidentiality
agreements or other documents and agreements as a condition to such prospective
purchasers’ receipt of information regarding the Pledged Securities or participation
in any public or private foreclosure sale process, (B) provide to prospective
purchasers business and financial information regarding Debtor and its Subsidiaries
available in the files of Secured Party at the time of commencing the foreclosure
process, without the requirement that Secured Party obtain, or seek to obtain, any
updated business or financial information or verify, or certify to prospective
purchasers, the accuracy of any such business or financial information, or (C) offer
for sale and sell the Pledged Securities with or without first employing an
appraiser, investment banker, or broker with respect to the evaluation of the
Pledged Securities, the solicitation of purchasers for Pledged Securities, or the
manner of sale of Pledged Securities.




     (e) Application of Proceeds. Secured Party shall apply the proceeds of any sale
or other disposition of the Collateral under this Paragraph 7 in the following order: first,
to the payment of all expenses incurred in retaking, holding, and preparing any of the
Collateral for sale(s) or other disposition, in arranging for such sale(s) or other
disposition, and in actually selling or disposing of the same (all of which are part of the
Obligations); second, toward repayment of amounts expended by Secured Party under Paragraph
8; and third, toward payment of the balance of the Obligations in the order and manner
specified in the Credit Agreement and the Intercreditor Agreement. Any surplus remaining
shall be delivered to Debtor or as a court of competent jurisdiction may direct. If the
proceeds are insufficient to pay the Obligations in full, Debtor shall remain liable for any
deficiency.




     (f) Sales on Credit. If Secured Party sells any of the Collateral upon credit,
Debtor will be credited only with payments actually made by the purchaser, received by the
Secured Party, and applied to the indebtedness of the purchaser. In the event the purchaser
fails to pay for the Collateral, Secured Party may resell the Collateral.



     8. OTHER RIGHTS OF SECURED PARTY.




     (a) Performance. If Debtor fails to keep the Collateral in good repair, working
order, and condition, as required by the Loan Documents, or fails to pay when due all Taxes
on any of the Collateral in the manner required by the Loan Documents, or fails to preserve
the priority of the Security Interest in any of the Collateral, or fails to keep the
Collateral insured as required by the Loan Documents, or otherwise fails to perform any of
its obligations under the Loan Documents with respect to the Collateral, then Secured Party
may, at its option, but without being required to do so, make such repairs, pay such Taxes,
prosecute or defend any suits in relation to



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the Collateral, or insure and keep insured the Collateral in any amount deemed
appropriate by Secured Party, or take all other action which Debtor is required, but has
failed or refused, to take under the Loan Documents. Any sum which may be expended or paid
by Secured Party under this subparagraph (including, without limitation, court costs and
reasonable attorneys’ fees) shall bear interest from the dates of expenditure or payment at
the Default Rate until paid and, together with such interest, shall be payable by Debtor to
Secured Party upon demand and shall be part of the Obligations.




     (b) Collection. If an Event of Default exists and upon notice from Secured
Party, each Obligor with respect to any payments on any of the Collateral (including,
without limitation, dividends and other distributions with respect to the Pledged Securities
and Partnership/Limited Liability Company Interests, payments on Collateral Notes, insurance
proceeds payable by reason of loss or damage to any of the Collateral, or payments or
distributions with respect to Deposit Accounts) is hereby authorized and directed by Debtor
to make payment directly to Secured Party, regardless of whether Debtor was previously
making collections thereon. Subject to Paragraph 8(f) hereof, until such notice is given,
Debtor is authorized to retain and expend all payments made on Collateral. If an Event of
Default exists, Secured Party shall have the Right in its own name or in the name of Debtor
to compromise or extend time of payment with respect to all or any portion of the Collateral
for such amounts and upon such terms as Secured Party may determine; to demand, collect,
receive, receipt for, sue for, compound, and give acquittances for any and all amounts due
or to become due with respect to Collateral; to take control of cash and other proceeds of
any Collateral; to endorse the name of Debtor on any notes, acceptances, checks, drafts,
money orders, or other evidences of payment on Collateral that may come into the possession
of Secured Party; to sign the name of Debtor on any invoice or bill of lading relating to
any Collateral, on any drafts against Obligors or other Persons making payment with respect
to Collateral, on assignments and verifications of accounts or other Collateral and on
notices to Obligors making payment with respect to Collateral; to send requests for
verification of obligations to any Obligor; and to do all other acts and things necessary to
carry out the intent of this Security Agreement. If an Event of Default exists and any
Obligor fails or refuses to make payment on any Collateral when due, Secured Party is
authorized, in its sole discretion, either in its own name or in the name of Debtor, to take
such action as Secured Party shall deem appropriate for the collection of any amounts owed
with respect to Collateral or upon which a delinquency exists. Regardless of any other
provision hereof, however, Secured Party shall never be liable for its failure to collect,
or for its failure to exercise diligence in the collection of, any amounts owed with respect
to Collateral, nor shall it be under any duty whatsoever to anyone except Debtor to account
for funds that it shall actually receive hereunder. Without limiting the generality of the
foregoing, Secured Party shall have no responsibility for ascertaining any maturities,
calls, conversions, exchanges, offers, tenders, or similar matters relating to any
Collateral, or for informing Debtor with respect to any of such matters (irrespective of
whether Secured Party actually has, or may be deemed to have, knowledge thereof). The
receipt of Secured Party to any Obligor shall be a full and complete release, discharge, and
acquittance to such Obligor, to the extent of any amount so paid to Secured Party.




     (c) Intellectual Property. For purposes of enabling Secured Party to exercise
its Rights and remedies under this Security Agreement and enabling Secured Party and its
successors and assigns to enjoy the full benefits of the Collateral, Debtor hereby grants to
Secured Party an irrevocable, nonexclusive license (exercisable without payment of royalty
or other compensation to Debtor) to use, license, or sublicense any of the Intellectual
Property. Debtor shall provide Secured Party with reasonable access to all media in which
any of the Intellectual Property may



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be recorded or stored and all computer programs used for the completion or printout
thereof. This license shall also inure to the benefit of all successors, assigns, and
transferees of Secured Party. If an Event of Default exists, Secured Party may require that
Debtor assign all of its Right, title, and interest in and to the Intellectual Property or
any part thereof to Secured Party or such other Person as Secured Party may designate
pursuant to documents satisfactory to Secured Party. If no Default or Event of Default
exists, Debtor shall have the exclusive, non-transferable Right and license to use the
Intellectual Property in the ordinary course of business and the exclusive Right to grant to
other Persons licenses and sublicenses with respect to the Intellectual Property for full
and fair consideration.




     (d) Record Ownership of Securities. If an Event of Default exists, Secured
Party at any time may have any Collateral that is Pledged Securities and that is in the
possession of Secured Party, or its nominee or nominees, registered in its name, or in the
name of its nominee or nominees, as Secured Party; and, as to any Collateral that is Pledged
Securities so registered, Secured Party shall execute and deliver (or cause to be executed
and delivered) to Debtor all such proxies, powers of attorney, dividend coupons or orders,
and other documents as Debtor may reasonably request for the purpose of enabling Debtor to
exercise the voting Rights and powers which it is entitled to exercise under this Security
Agreement or to receive the dividends and other distributions and payments in respect of
such Collateral that is Pledged Securities or proceeds thereof which it is authorized to
receive and retain under this Security Agreement.




     (e) Voting of Securities. As long as no Event of Default exists, Debtor is
entitled to exercise all voting Rights pertaining to any Pledged Securities and
Partnership/Limited Liability Company Interests; provided however, that no vote shall be
cast or consent, waiver, or ratification given or action taken without the prior written
consent of Secured Party which would be inconsistent with or violate any provision of this
Security Agreement or any other Loan Document; and provided further that Debtor shall give
Secured Party at least five Business Days’ prior written notice in the form of an officers’
certificate of the manner in which it intends to exercise, or the reasons for refraining
from exercising, any voting or other consensual Rights pertaining to the Collateral or any
part thereof which might have a Material Adverse Effect on the value of the Collateral or
any part thereof. If an Event of Default exists and if Secured Party elects to exercise such
Right, the Right to vote any Pledged Securities shall be vested exclusively in Secured
Party. To this end, Debtor hereby irrevocably constitutes and appoints Secured Party the
proxy and attorney-in-fact of Debtor, with full power of substitution, to vote, and to act
with respect to, any and all Collateral that is Pledged Securities standing in the name of
Debtor or with respect to which Debtor is entitled to vote and act, subject to the
understanding that such proxy may not be exercised unless an Event of Default exists. The
proxy herein granted is coupled with an interest, is irrevocable, and shall continue until
the Obligations have been paid and performed in full.




     (f) Certain Proceeds. Notwithstanding any contrary provision herein, any and
all




     (i) dividends, interest, or other distributions paid or payable other than in
cash in respect of, and instruments and other property received, receivable, or
otherwise distributed in respect of, or in exchange for, any Collateral;




     (ii) dividends, interest, or other distributions hereafter paid or payable in
cash in respect of any Collateral in connection with a partial or total liquidation
or dissolution, or in connection with a reduction of capital, capital surplus, or
paid-in-surplus;



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     (iii) cash paid, payable, or otherwise distributed in redemption of, or in
exchange for, any Collateral; and




     (iv) dividends, interest, or other distributions paid or payable in violation
of the Loan Documents,




shall be part of the Collateral hereunder, and shall, if received by Debtor, be held in
trust for the benefit of Secured Party, and shall forthwith be delivered to Secured Party
(accompanied by proper instruments of assignment and/or stock and/or bond powers executed by
Debtor in accordance with Secured Party’s instructions) to be held subject to the terms of
this Security Agreement. Any cash proceeds of Collateral which come into the possession of
Secured Party during the continuance of an Event of Default (including, without limitation,
insurance proceeds) may, at Secured Party’s option, be applied in whole or in part to the
Obligations (to the extent then due), be released in whole or in part to or on the written
instructions of Debtor for any general or specific purpose, or be retained in whole or in
part by Secured Party as additional Collateral. Any cash Collateral in the possession of
Secured Party may be invested by Secured Party in certificates of deposit issued by Secured
Party (if Secured Party issues such certificates) or by any state or national bank having
combined capital and surplus greater than $100,000,000 with a short term rating from Moody’s
and S&P of P-1 and A-1+, respectively, or in securities issued or guaranteed by the United
States or any agency thereof. Secured Party shall never be obligated to make any such
investment and shall never have any liability to Debtor for any loss which may result
therefrom. All interest and other amounts earned from any investment of Collateral may be
dealt with by Secured Party in the same manner as other cash Collateral. Except as
specifically provided herein, the provisions of this subparagraph are applicable whether or
not a Default or Event of Default exists.




     (g) Use and Operation of Collateral. Should any Collateral come into the
possession of Secured Party, Secured Party may use or operate such Collateral for the
purpose of preserving it or its value pursuant to the order of a court of appropriate
jurisdiction or in accordance with any other Rights held by Secured Party in respect of such
Collateral. Debtor covenants to promptly reimburse and pay to Secured Party, at Secured
Party’s request, the amount of all reasonable expenses (including, without limitation, the
cost of any insurance and payment of Taxes or other charges) incurred by Secured Party in
connection with its custody and preservation of Collateral, and all such expenses, costs,
Taxes, and other charges shall bear interest at the Default Rate until repaid and, together
with such interest, shall be payable by Debtor to Secured Party upon demand and shall become
part of the Obligations. However, the risk of accidental loss or damage to, or diminution in
value of, Collateral is on Debtor, and Secured Party shall have no liability whatever for
failure to obtain or maintain insurance, nor to determine whether any insurance ever in
force is adequate as to amount or as to the risks insured. With respect to Collateral that
is in the possession of Secured Party, Secured Party shall have no duty to fix or preserve
Rights against prior parties to such Collateral and shall never be liable for any failure to
use diligence to collect any amount payable in respect of such Collateral, but shall be
liable only to account to Debtor for what it may actually collect or receive thereon. The
provisions of this subparagraph are applicable whether or not an Event of Default exists.




     (h) Cash Collateral Account. If an Event of Default exists and is continuing,
Secured Party shall have, and Debtor hereby grants to Secured Party, the Right and authority
to transfer all funds on deposit in the Deposit Accounts to a Cash Collateral Account
(herein so called) maintained with a depository institution acceptable to Secured Party and subject to the
exclusive direction, domain, and control of Secured Party, and no disbursements or
withdrawals shall be



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permitted to be made by Debtor from such Cash Collateral Account. Such Cash Collateral
Account shall be subject to the Security Interest and Liens in favor of Secured Party herein
created, and Debtor hereby grants a security interest to Secured Party on behalf of Lenders
in and to, such Cash Collateral Account and all checks, drafts, and other items ever
received by Debtor for deposit therein. Furthermore, if an Event of Default exists, Secured
Party shall have the Right, at any time in its discretion without notice to Debtor, (i) to
transfer to or to register in the name of Secured Party or any Lender or nominee any
certificates of deposit or deposit instruments constituting Deposit Accounts and shall have
the Right to exchange such certificates or instruments representing Deposit Accounts for
certificates or instruments of smaller or larger denominations and (ii) to take and apply
against the Obligations any and all funds then or thereafter on deposit in the Cash
Collateral Account or otherwise constituting Deposit Accounts.




     (i) Power of Attorney. Debtor hereby irrevocably constitutes and appoints
Secured Party and any officer or agent thereof, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the name of Debtor
or in its own name, to take after the occurrence and during the continuance of an Event of
Default any and all action and to execute any and all documents and instruments which
Secured Party at any time and from time to time deems necessary or desirable to accomplish
the purposes of this Security Agreement and, without limiting the generality of the
foregoing, Debtor hereby gives Secured Party the power and Right on behalf of Debtor and in
its own name to do any of the following from time to time after the occurrence and during
the continuance of an Event of Default without notice to or the consent of Debtor:




     (i) to transfer any and all funds on deposit in the Deposit Accounts to the
Cash Collateral Account as set forth in herein;




     (ii) to receive, endorse, and collect any drafts or other instruments or
documents in connection with clause (b) above and this clause (i);




     (iii) to use the Intellectual Property or to grant or issue any exclusive (if
Debtor has exclusive rights to such Intellectual Property) or non-exclusive license
under the Intellectual Property to anyone else, and to perform any act necessary for
the Secured Party to assign, pledge, convey, or otherwise transfer title in or
dispose of the Intellectual Property to any other Person;




     (iv) to demand, sue for, collect, or receive, in the name of Debtor or in its
own name, any money or property at any time payable or receivable on account of or
in exchange for any of the Collateral and, in connection therewith, endorse checks,
notes, drafts, acceptances, money orders, documents of title or any other
instruments for the payment of money under the Collateral or any policy of
insurance;




     (v) to pay or discharge taxes, Liens, or other encumbrances levied or placed on
or threatened against the Collateral;




     (vi) to notify post office authorities to change the address for delivery of
mail to Debtor to an address designated by Secured Party and to receive, open, and
dispose of mail addressed to Debtor; and




     (vii) (A) to direct account debtors and any other parties liable for any
payment under any of the Collateral to make payment of any and all monies due and to
become



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due thereunder directly to Secured Party or as Secured Party shall direct; (B)
to receive payment of and receipt for any and all monies, claims, and other amounts
due and to become due at any time in respect of or arising out of any Collateral;
(C) to sign and endorse any invoices, freight or express bills, bills of lading,
storage or warehouse receipts, drafts against debtors, assignments, proxies, stock
powers, verifications, and notices in connection with accounts and other documents
relating to the Collateral; (D) to commence and prosecute any suit, action, or
proceeding at Law or in equity in any court of competent jurisdiction to collect the
Collateral or any part thereof and to enforce any other Right in respect of any
Collateral; (E) to defend any suit, action, or proceeding brought against Debtor
with respect to any Collateral; (F) to settle, compromise, or adjust any suit,
action, or proceeding described above and, in connection therewith, to give such
discharges or releases as Secured Party may deem appropriate; (G) to exchange any of
the Collateral for other property upon any merger, consolidation, reorganization,
recapitalization, or other readjustment of the issuer thereof and, in connection
therewith, deposit any of the Collateral with any committee, depositary, transfer
agent, registrar, or other designated agency upon such terms as Secured Party may
determine; (H) to add or release any guarantor, endorser, surety, or other party to
any of the Collateral; (I) to renew, extend, or otherwise change the terms and
conditions of any of the Collateral; (J) to endorse Debtor’s name on all
applications, documents, papers, and instruments necessary or desirable in order for
Secured Party to use or maintain any of the Intellectual Property; (K) to make,
settle, compromise or adjust any claims under or pertaining to any of the Collateral
(including claims under any policy of insurance); (L) to execute on behalf of Debtor
any financing statements or continuation statements with respect to the Security
Interests created hereby, and to do any and all acts and things to protect and
preserve the Collateral including, without limitation, the protection and
prosecution of all Rights included in the Collateral; and (M) to sell, transfer,
pledge, convey, make any agreement with respect to or otherwise deal with any of the
Collateral as fully and completely as though Secured Party were the absolute owner
thereof for all purposes, and to do, at Secured Parry’s option and Debtor’s expense,
at any time, or from time to time, all acts and things which Secured Party deems
necessary to protect, preserve, maintain, or realize upon the Collateral and Secured
Party’s security interest therein.




This power of attorney is a power coupled with an interest and shall be irrevocable. Secured
Party shall be under no duty to exercise or withhold the exercise of any of the Rights,
powers, privileges, and options expressly or implicitly granted to Secured Party in this
Security Agreement, and shall not be liable for any failure to do so or any delay in doing
so. Neither Secured Party nor any Person designated by Secured Party shall be liable for any
act or omission or for any error of judgment or any mistake of fact or Law. This power of
attorney is conferred on Secured Party solely to protect, preserve, maintain, and realize
upon its Security Interest in the Collateral. Secured Party shall not be responsible for any
decline in the value of the Collateral and shall not be required to take any steps to
preserve rights against prior parties or to protect, preserve, or maintain any Lien given to
secure the Collateral.




     (j) Purchase Money Collateral. To the extent that Secured Party or any Lender
has advanced or will advance funds to or for the account of Debtor to enable Debtor to
purchase or otherwise acquire Rights in Collateral, Secured Party or such Lender, at its
option, may pay such funds (i) directly to the Person from whom Debtor will make such
purchase or acquire such Rights, or (ii) to Debtor, in which case Debtor covenants to
promptly pay the same to such



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Person, and forthwith furnish to Secured Party evidence satisfactory to Secured Party
that such payment has been made from the funds so provided.




     (k) Subrogation. If any of the Obligations are given in renewal or extension or
applied toward the payment of indebtedness secured by any Lien, Secured Party shall be, and
is hereby, subrogated to all of the Rights, titles, interests, and Liens securing the
indebtedness so renewed, extended, or paid.




     (1) Indemnification. Debtor hereby assumes all liability for the Collateral,
for the Security Interest, and for any use, possession, maintenance, and management of, all
or any of the Collateral including, without limitation, any Taxes arising as a result of, or
in connection with, the transactions contemplated herein, and agrees to assume liability
for, and to indemnify and hold Secured Party and each Lender harmless from and against, any
and all claims, causes of action, or liability, for injuries to or deaths of Persons and
damage to property, howsoever arising from or incident to such use, possession, maintenance,
and management, whether such Persons be agents or employees of Debtor or of third parties,
or such damage be to property of Debtor or of others. Debtor agrees to indemnify, save, and
hold Secured Party and each Lender harmless from and against, and covenants to defend
Secured Party and each Lender against, any and all losses, damages, claims, costs,
penalties, liabilities, and expenses (collectively, “Claims”), including, without
limitation, court costs and attorneys’ fees, and any of the foregoing arising from the
negligence of Secured Party or any Lender, or any of their respective officers, employees,
agents, advisors, employees, or representatives, howsoever arising or incurred because of,
incident to, or with respect to Collateral or any use, possession, maintenance, or
management thereof; provided however, that the indemnity set forth in this Paragraph 8(l)
will not apply to Claims caused by the gross negligence or willful misconduct of Secured
Party or any Lender.



     9. INTERCREDITOR AGREEMENT. ALL LIENS GRANTED BY THIS INSTRUMENT SHALL, TO THE EXTENT SET
FORTH IN THE INTERCREDITOR AGREEMENT BE SUBORDINATE AND JUNIOR TO ALL LIENS GRANTED BY DEBTOR TO
SECURE THE FIRST LIEN OBLIGATIONS REGARDLESS OF THE RELATIVE PRIORITY OF SUCH LIENS, SUCH
INTERCREDITOR AGREEMENT BEING INCORPORATED HEREIN AND BY THIS REFERENCE BEING MADE A PART
HEREOF.



     10. MISCELLANEOUS.




     (a) Continuing Security Interest. This Security Agreement creates a continuing
security interest in the Collateral and shall (i) remain in full force and effect until the
payment in full of the Obligations (other than any contingent indemnity obligations) and
compliance with Section 10.01(e) of the Credit Agreement with respect to Outstanding Swap
Contracts secured by any Loan Document; and (ii) inure to the benefit of and be enforceable
by Secured Party, Lenders, and their respective successors, transferees, and assigns.
Without limiting the generality of the foregoing clause (ii), Secured Party and Lenders may
assign or otherwise transfer any of their respective Rights under this Security Agreement to
any other Person in accordance with the terms and provisions of Section 10.07 of the Credit
Agreement, and to the extent of such assignment or transfer such Person shall thereupon
become vested with all the Rights and benefits in respect thereof granted herein or
otherwise to Secured Party or Lenders, as the case may be. Upon payment in full of the
Obligations (other than any contingent indemnity obligations) and compliance with Section
10.01(e) of the Credit Agreement with respect to Outstanding Swap Contracts secured by any
Loan Document, Debtor shall be entitled to the return, upon its request



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and at its expense, of such of the Collateral as shall not have been sold or otherwise
applied pursuant to the terms hereof.




     (b) Reference to Miscellaneous Provisions. This Security Agreement is one of
the “Loan Documents” referred to in the Credit Agreement, and all provisions relating to
Loan Documents set forth in Article X of the Credit Agreement are incorporated herein by
reference, the same as if set forth herein verbatim.




     (c) Term; Release of Liens. The Administrative Agent shall release the Liens
created by this Security Agreement in accordance with Section 10.01 of the Credit Agreement;
provided that no Obligor, if any, on any of the Collateral shall ever be obligated to make
inquiry as to the termination of this Security Agreement, but shall be fully protected in
making payment directly to Secured Party until actual notice of such total payment of the
Obligations is received by such Obligor. At such time as the Liens created by this Security
Agreement are to be released pursuant to this paragraph, Secured Party shall, at the request
and expense of the Debtor following such termination, promptly deliver to Debtor any
Collateral held by the Secured Party hereunder, and promptly execute and deliver to Debtor
such documents and instruments as Debtor shall reasonably request to evidence such
termination and release as provided in the Credit Agreement. In addition, if any of the
Collateral shall be sold, transferred, assigned or otherwise disposed of by Debtor in a
transaction permitted by the Credit Agreement, then the Secured Party, at the request and
expense of Debtor, shall promptly execute and deliver releases as provided in the Credit
Agreement.




     (d) Actions Not Releases. The Security Interest and Debtor’s obligations and
Secured Party’s Rights hereunder shall not be released, diminished, impaired, or adversely
affected by the occurrence of any one or more of the following events: (i) the taking or
accepting of any other security or assurance for any or all of the Obligations; (ii) any
release, surrender, exchange, subordination, or loss of any security or assurance at any
time existing in connection with any or all of the Obligations; (iii) the modification of,
amendment to, or waiver of compliance with any terms of any of the other Loan Documents
without the notification or consent of Debtor, except as required therein (the Right to such
notification or consent being herein specifically waived by Debtor); (iv) the insolvency,
bankruptcy, or lack of corporate or trust power of any party at any time liable for the
payment of any or all of the Obligations, whether now existing or hereafter occurring; (v)
any renewal, extension, or rearrangement of the payment of any or all of the Obligations,
either with or without notice to or consent of debtor, or any adjustment, indulgence,
forbearance, or compromise that may be granted or given by Secured Party or any Lender to
Debtor; (vi) any neglect, delay, omission, failure, or refusal of Secured Party or any
Lender to take or prosecute any action in connection with any other agreement, document,
guaranty, or instrument evidencing, securing, or assuring the payment of all or any of the
Obligations; (vii) any failure of Secured Party or any Lender to notify Debtor of any
renewal, extension, or assignment of the Obligations or any part thereof, or the release of
any Collateral or other security, or of any other action taken or refrained from being taken
by Secured Party or any Lender against Debtor or any new agreement between or among Secured
Party or one or more Lenders and Debtor, it being understood that except as expressly
provided herein, neither Secured Party nor any Lender shall be required to give Debtor any
notice of any kind under any circumstances whatsoever with respect to or in connection with
the Obligations including, without limitation, notice of acceptance of this Security
Agreement or any Collateral ever delivered to or for the account of Secured Party hereunder;
(viii) the illegality, invalidity, or unenforceability of all or any part of the Obligations
against any party obligated with respect



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thereto by reason of the fact that the Obligations, or the interest paid or payable
with respect thereto, exceeds the amount permitted by Law, the act of creating the
Obligations, or any part thereof, is ultra vires, or the officers, partners, or trustees
creating same acted in excess of their authority, or for any other reason; or (ix) if any
payment by any party obligated with respect thereto is held to constitute a preference under
applicable Laws or for any other reason Secured Party or any Lender is required to refund
such payment or pay the amount thereof to someone else.




     (e) Waivers. Except to the extent expressly otherwise provided herein or in
other Loan Documents and to the fullest extent permitted by applicable Law, Debtor waives
(i) any Right to require Secured Party or any Lender to proceed against any other Person, to
exhaust its Rights in Collateral, or to pursue any other Right which Secured Party or any
Lender may have; (ii) with respect to the Obligations, presentment and demand for payment,
protest, notice of protest and nonpayment, and notice of the intention to accelerate; and
(iii) all Rights of marshaling in respect of any and all of the Collateral.




     (f) Financing Statement; Authorization. Secured Party shall be entitled at any
time to file this Security Agreement or a carbon, photographic, or other reproduction of
this Security Agreement, as a financing statement, but the failure of Secured Party to do so
shall not impair the validity or enforceability of this Security Agreement. Debtor hereby
irrevocably authorizes Secured Party at any time and from time to time to file in any UCC
jurisdiction any initial or other financing statements and amendments thereto that (i)
indicate the Collateral (A) as “all assets of Debtor” or words of similar effect, regardless
of whether any particular asset comprised in the Collateral falls within the scope of
Article 9 of the UCC of the state or such jurisdiction or whether such assets are included
in the Collateral hereunder, or (B) as being of an equal or lesser scope or with greater
detail, and (ii) contain any other information required by Article 9 of the UCC of the state
or such jurisdiction for the sufficiency or filing office acceptance of any financing
statement or amendment, including (A) whether Debtor is an organization, the type of
organization, and any organization identification number issued to Debtor and, (B) in the
case of a financing statement filed as a fixture filing or indicating Collateral that is
as-extracted collateral or timber to be cut, a sufficient description of real property to
which the Collateral relates. Debtor agrees to furnish any such information to Secured Party
promptly upon request.




     (g) Amendments. This Security Agreement may be amended only by an instrument in
writing executed jointly by Debtor and Secured Party, and supplemented only by documents
delivered or to be delivered in accordance with the express terms hereof.




     (h) Multiple Counterparts. This Security Agreement has been executed in a
number of identical counterparts, each of which shall be deemed an original for all purposes
and all of which constitute, collectively, one agreement; but, in making proof of this
Security Agreement, it shall not be necessary to produce or account for more than one such
counterpart.




     (i) Parties Bound; Assignment. This Security Agreement shall be binding on
Debtor and Debtor’s legal representatives, successors, and assigns and shall inure to the
benefit of Secured Party and Secured Party’s successors and assigns.




     (i) Secured Party is the agent for each Lender under the Credit Agreement and
each Affiliate of a Lender party to any Lender Hedging Agreement, the Security
Interest and all Rights granted to Secured Party hereunder or in connection herewith
are for the ratable benefit of each Lender and each such Affiliate, and Secured
Party may,



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without the joinder of any Lender or any such Affiliate, exercise any and all
Rights in favor of Secured Party or Lenders or any such Affiliates hereunder,
including, without limitation, conducting any foreclosure sales hereunder, and
executing full or partial releases hereof, amendments or modifications hereto, or
consents or waivers hereunder. The Rights of each Lender or any such Affiliate
vis-à-vis Secured Party and each other Lender or any such Affiliate may be subject
to one or more separate agreements between or among such parties, but Debtor need
not inquire about any such agreement or be subject to any terms thereof unless
Debtor specifically joins therein; and consequently, neither Debtor nor Debtor’s
legal representatives, successors, and assigns shall be entitled to any benefits or
provisions of any such separate agreements or be entitled to rely upon or raise as a
defense, in any manner whatsoever, the failure or refusal of any party thereto to
comply with the provisions thereof.




     (ii) Debtor may not, without the prior written consent of Secured Party, assign
any Rights, duties, or obligations hereunder.




     (j) Governing Law. The substantive laws of the State of New York, except to
the extent the laws of another jurisdiction govern the creation, perfection, validity, or
enforcement of liens under this Security Agreement, and the applicable federal laws of the
United States, shall govern the validity, construction, enforcement and interpretation of
this security agreement and all of the other loan documents.




     (k) The provisions of Section 10.10 of the Credit Agreement are incorporated herein as
if set forth herein.




     (1) All notices given pursuant hereto shall be given in the manner set forth in the
Credit Agreement, if to Secured Party, to the address of Secured Party therein set forth and
if to Debtor, to the following address:


210 Park Avenue, Suite 2750

Oklahoma City, Oklahoma 73102



Facsimile: (405) 600-7704

Telephone: (405) 600-7722




     THIS 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. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



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     IN WITNESS WHEREOF, Debtor has caused this Security Agreement to be duly executed and
delivered by an officer duly authorized as of the date first above written.



	 	 	 	 	 
	 	QUEST CHEROKEE, LLC, a

Delaware limited liability company

 	 
	 	By:  	
/s/ Jerry D. Cash 	 
	 	 	Jerry D. Cash, President and
Chief Executive Officer 	 
	 	 	 	 
	 



Signature Page




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ANNEX A TO SECURITY AGREEMENT




DEBTOR INFORMATION AND LOCATION OF COLLATERAL





	A.	 	Exact Legal Name of Debtor: Quest Cherokee, LLC.
	 
	B.	 	Mailing Address of Debtor: 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102.
	 
	C.	 	Type of Entity: limited liability company.
	 
	D.	 	Jurisdiction of Organization: Delaware.
	 
	E.	 	State Issued Organizational Identification Number: 3739332.
	 
	F.	 	Tax ID Number: 20-0470965.
	 
	G.	 	Location of Books and Records: 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma
73102.
	 
	H.	 	Location of Collateral: 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102.
	 
	I.	 	Location of Real Property:






	 	•	 	Kansas Counties: Allen, Chautauqua, Elk, Greenwood, Labette, Montgomery, Neosho,
Wilson and Woodson.
	 
	 	•	 	Oklahoma Counties: Craig and Nowata.
	 
	 	•	 	New York Counties: Steuben
	 
	 	•	 	West Virginia Counties: Braxton, Lincoln, Cabell, Kanawha, Ritchie, Lewis, Wood,
Wayne, Wetzel, Calhoun, Doddridge, Pleasants, and Gilmer.






	J.	 	Jurisdiction(s) for Filing Financing Statements: Delaware.
	 
	K.	 	Fixture filings in the relevant counties in which the properties are located:






	 	•	 	Kansas Counties: Allen, Chautauqua, Elk, Greenwood, Labette, Montgomery, Neosho,
Wilson and Woodson.
	 
	 	•	 	Oklahoma Counties: Craig and Nowata
	 
	 	•	 	New York Counties: Steuben
	 
	 	•	 	West Virginia Counties: Braxton, Lincoln, Cabell, Kanawha, Ritchie, Lewis, Wood,
Wayne, Wetzel, Calhoun, Doddridge, Pleasants, and Gilmer





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ANNEX B-1 TO SECURITY AGREEMENT




COLLATERAL DESCRIPTIONS





	A.	 	Collateral Notes and Collateral Note Security: None
	 
	B.	 	Pledged Shares: None.
	 
	C.	 	Partnership/Limited Liability Company Interests:






	 	•	 	100% of the issued and outstanding membership interests in Quest Cherokee Oilfield
Service, LLC, a Delaware limited liability company.






	D.	 	Agreements:






	 	•	 	Limited Liability Company Agreement of Quest Cherokee Oilfield Service, LLC dated
August 16, 2004.






	E.	 	Commercial Tort Claims: None
	 
	F.	 	Deposit Accounts (including name of bank, address and account number):






	 	•	 	Account #632559407 at JPMorgan Chase.
	 
	 	•	 	Account #630373702 at JPMorgan Chase.
	 
	 	•	 	Account #737308247 at JPMorgan Chase.





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ANNEX B-2 TO SECURITY AGREEMENT




INTELLECTUAL PROPERTY





	1.	 	Registered Copyrights and Copyright Applications: None
	 
	2.	 	Issued Patents and Patent Applications: None
	 
	3.	 	Registered Trademarks and Trademark Applications: None





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ANNEX C TO SECURITY AGREEMENT




DEPOSIT ACCOUNT CONTROL AGREEMENT




                    , 20     




                                                            

                                                            

                                                            



Ladies and Gentlemen:



This letter is to notify you (the “Depository Bank”) that, pursuant to that certain Pledge and
Security Agreement dated as of                     , 200__ (as amended, modified, supplemented, or restated
from time to time, the “Security Agreement”),
                    
                    ,
a company organized under the
laws of                      (the “Pledgor”), has granted to Royal Bank of Canada as Administrative Agent
and Collateral Agent (“Pledgee”) a first priority security interest in and lien upon, (a) Account
No.                      (the “Account”) maintained by Pledgor with you, (b) any extensions or renewals of
the Account if the Account is one which may be extended or renewed, and (c) all of Pledgor’s right,
title, and interest (whether now existing or hereafter created or arising) in and to the Account,
all sums from time to time on deposit therein, credited thereto, or payable thereon, all
instruments, documents, certificates, and other writings evidencing the Account, and any and all
proceeds of any thereof (the items described in clauses (a), (b) and (c) being herein collectively
called the “Collateral”),



In connection therewith, the parties hereto agree (which agreement by Pledgor will be construed as
instructions to the Depository Bank):





	1.	 	The Depository Bank is instructed to register the pledge on its books and hold the Collateral
in a pledged status account.
	 
	2.	 	The Depository Bank is instructed to deliver to Pledgee copies of monthly statements on the
account(s) identified below:
	 
	3.	 	The Account will be styled:
	 
	4.	 	All dividends, interest, gains, and other profits on the Collateral will be reported in the
name and tax identification number of Pledgor.
	 
	5.	 	If so notified by Pledgee, the Depository Bank will not, without the prior written consent of
Pledgee, allow any of the Collateral or any interest therein to be sold, transferred, or
withdrawn by or for the benefit of Pledgor.
	 
	6.	 	This letter agreement gives Pledgee “control” of the Account and the Collateral. The
Depository Bank agrees to comply with any order or instruction from Pledgee as to the
withdrawal or disposition of any funds from time to time credited to the Account, or as to any
other matters relating to the Collateral, without the further consent of Pledgor. The
Depository Bank shall be fully entitled to rely upon such instructions from Pledgee even if
such instructions are contrary to any instructions or demands that Pledgor may give to the
Depository Bank.





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	7.	 	Pledgee agrees to indemnify and hold the Depository Bank, its officers and employees,
harmless from and against any and all claims, causes of action, liabilities, lawsuits,
demands, and/or damages, including, without limitation any and all costs, including court
costs and reasonable attorneys’ fees, that may arise or result from the Depository Bank
complying with the instructions and orders of Pledgee given in connection with Pledgee’s
exercise of its control over and secured rights in the Account and the Collateral except to
the extent that such claims, causes of action, liabilities, lawsuits, demands, and/or damages
are found in a final, non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Depository Bank.
	 
	8.	 	Pledgor agrees to indemnify and hold the Depository Bank, its officers and employees,
harmless from and against any and all claims, causes of action, liabilities, lawsuits,
demands, and/or damages, including, without limitation, any and all costs, including court
costs and reasonable attorneys’ fees, that may arise or result from the Depository Bank
entering into and performing its obligations under this letter agreement except to the extent
that such claims, causes of action, liabilities, lawsuits, demands, and/or damages are found
in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from
the gross negligence or willful misconduct of the Depository Bank.
	 
	9.	 	The Depository Bank represents that it has not received notice regarding any lien,
encumbrance, or other claim to the Account or the Collateral from any person other than
pursuant to this letter agreement and has not entered into another agreement with any other
party to act on such party’s instructions with respect to the Account. The Depository Bank
further agrees not to enter into any such agreement with any other party.
	 
	10.	 	The Depository Bank subordinates’ to the security interest of Pledgee any right of recoupment
or set-off, or to assert any security interest or other lien, that it may at any time have
against or in any of the Collateral on account of any credit or other obligations owed to the
Depository Bank by Pledgor or any other person. The Depository Bank may, however, from time to
time debit the Account for any of its customary charges in maintaining the Account or for
reimbursement for the reversal of any provisional credits granted by the Depository Bank to
the Account, to the extent, in each case, that Pledgor has not separately paid or reimbursed
Depository Bank therefor.
	 
	11.	 	To the extent a conflict exists between the terms of this letter agreement and any account
agreement between Pledgor and the Depository Bank, the terms of this letter agreement will
control.
	 
	12.	 	The terms of this letter agreement will in no way be modified except by a writing signed by
all parties hereto.
	 
	13.	 	Each of the parties executing this letter agreement represents that he has the proper
authority to execute this letter agreement.





Cherokee Pledge and

Security Agreement




Annex C — Page 2





 









 









IN WITNESS WHEREOF, Pledgor and Pledgee have agreed to the terms of this letter agreement as
of the date first indicated above.



	 	 	 	 	 
	Pledgor:



[NAME OF ENTITY]

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	Pledgee:



ROYAL BANK OF CANADA,

as Administrative Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 


Acknowledged and Agreed on
                    
                  , 200   :




	 	 	 	 	 
	Depository Bank:



[NAME OF ENTITY]

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



Cherokee Pledge and

Security Agreement




Annex C — Page 3





 









 








ANNEX D TO SECURITY AGREEMENT




ACKNOWLEDGMENT OF PLEDGE




PARTNERSHIP/LIMITED LIABILITY COMPANY:





INTEREST OWNER:







     BY THIS ACKNOWLEDGMENT OF PLEDGE, dated as of              
       
              , 200   ,
              
       
              (the “Partnership/Limited Liability Company”) hereby acknowledges the
pledge in favor of Royal Bank of Canada (“Pledgee”), in its capacity as Administrative Agent and
Collateral Agent for certain Lenders and as Secured Party under that certain Pledge and Security
Agreement dated as of                     , 200__ (as amended, modified, supplemented, or restated from time
to time, the “Security Agreement”), against, and a security interest in favor of Pledgee in, all of
       
                    ’s (the “Interest Owner”) Rights in connection with any partnership
interest in the Partnership/Limited Liability Company now and hereafter owned by the Interest Owner
(“Partnership/Limited Liability Company Interest”).



     A. Pledge Records. The Partnership/Limited Liability Company has identified Pledgee’s
interest in all of the Interest Owner’s Right, title, and interest in and to all of the Interest
Owner’s Partnership/Limited Liability Company Interest as subject to a pledge and security interest
in favor of Pledgee in the Partnership/Limited Liability Company records.



     B. Partnership/Limited Liability Company Distributions, Accounts, and Correspondence.
The Partnership/Limited Liability Company hereby acknowledges that (i) all proceeds, distributions,
and other amounts payable to the Interest Owner, including, without limitation, upon the
termination, liquidation, and dissolution of the Partnership/Limited Liability Company shall be
paid and remitted to the Pledgee upon demand, (ii) all funds in deposit accounts shall be held for
the benefit of Pledgee, and (iii) all future correspondence, accountings of distributions, and tax
returns of the Partnership/Limited Liability Company shall be provided to the Pledgee. The
Partnership/Limited Liability Company acknowledges and accepts such direction and hereby agrees
that it shall, upon the written demand by the Administrative Agent, pay directly to the
Administrative Agent at its offices at Royal Bank Plaza, P.O. Box 50, 200 Bay Street,
12th Floor, South Tower, Toronto, Ontario M5J 2W7 any and all distributions, income, and
cash flow arising from the Partnership/Limited Liability Company Interests whether payable in cash,
property or otherwise, subject to and in accordance with the terms and conditions of the
Partnership/Limited Liability Company Agreement. The Pledgee may from time to time notify the
Partnership/Limited Liability Company of any change of address to which such amounts are to be
paid.



Remainder of Page Intentionally Blank.

Signature Page to Follow.




Annex D — Page 1





 









 








     EXECUTED as of the date first stated in this Acknowledgment of Pledge.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[PARTNERSHIP/LIMITED LIABILITY

COMPANY]

 	 
	 	By:  	 	 
	 	 	as [General Partner] [Manager] 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Annex D — Page 2