EX-10.47






SECURITY AGREEMENT 




THIS SECURITY AGREEMENT (this “Security Agreement”), dated as of August 1, 2007, is between
PERMIAN LEGEND PETROLEUM LP, a Texas limited partnership, whose address is 3327 W. Wadley Ave.,
Suite 3, #267, Midland, Texas 79707 (the “Debtor”), and BASELINE CAPITAL, INC., a Texas
corporation, whose address is 508 W. Wall Street, Suite 775, Midland, Texas 79701 (the “Secured
Party”).



WITNESSETH:




WHEREAS, pursuant to that certain Loan Agreement dated of even date herewith among Debtor,
Permian Legend LLC, as Guarantor, and Secured Party, as Lender (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), Secured
Party has agreed to make loans to Debtor, upon the terms and subject to the conditions set forth
therein, to be evidenced by the Note issued by Debtor thereunder; and



WHEREAS, Secured Party has conditioned its obligations under the Loan Agreement upon the
execution and delivery by Debtor of this Security Agreement, and Debtor has agreed to make and
deliver this Security Agreement.



NOW, THEREFORE, (i) in compliance with the terms and conditions of the Loan Agreement, (ii)
for and in consideration of the premises and the agreements herein contained, and (iii) for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Debtor and the Secured Party agree as follows:



1. DEFINITIONS. Unless otherwise defined herein, terms which are defined in the



Loan Agreement and used herein are so used as so defined in the Loan Agreement, and the
following terms shall have the following meanings:




(a) “Accounts” has the meaning given to such term in Section 9.102(a)(2) of the UCC,
and also means and includes all trade accounts, accounts receivable, leases receivable, book
debts, notes, drafts, instruments, documents, acceptances and other forms of obligations now
owned or hereafter received or acquired by or belonging or owing to the Debtor (including
under any assumed or fictitious name, trade names, styles or divisions thereof) whether
arising out of goods sold or leased by it or services rendered by it or from any other
transaction, whether or not the same involves the sale of goods or performance of services
by the Debtor (including, without limitation, any such obligation which would be
characterized as an account, general intangible or chattel paper under the UCC) and all of
the Debtor’s rights in, to and under all purchase orders now owned or hereafter received or
acquired by it for goods or services, and all of the Debtor’s rights to any goods
represented by any of the foregoing (including returned or repossessed goods and unpaid
seller’s rights) and all moneys due or to become due to the Debtor under all contracts for
the sale of goods and/or the performance of services by it (whether or not yet earned by
performance) or in connection with any other transaction, now in existence or hereafter
arising, including, without limitation, the right to receive the proceeds of said



purchase orders and contracts, and all collateral security and guarantees of any kind given by
any Person with respect to any of the foregoing.




(b) “Contracts” means the contracts (including without limitation all licenses and
leases) between any Person and the Debtor, as the same may from time to time be amended,
supplemented or otherwise modified, including, without limitation, (i) all rights of the
Debtor to receive moneys due and to become due to it thereunder or in connection therewith,
(ii) all rights of the Debtor to damages arising out of, or from, breach or default in
respect thereof and (iii) all rights of the Debtor to perform and to exercise all remedies
thereunder.




(c) “Documents” has the meaning assigned in Section 9.102(a)(30) of the UCC.




(d) “Equipment” means all trailers, trucks, rolling stock and other vehicles (which are
not covered by a certificate of title law of any state), machinery and equipment now owned
or hereafter acquired by the Debtor, or in which the Debtor now has or hereafter may acquire
any right, title or interest and any and all additions, substitutions and replacements
thereof; wherever located, together with all attachments, components, parts, equipment and
accessories installed therein or affixed thereto, including, but not limited to, all
equipment as defined in Section 9.102(a) (33) of the UCC.




(e) “General Intangibles” has the meaning assigned in Section 9.102(a)(42) of the UCC.




(f) “Instrument” has the meaning assigned in Section 9.102(a)(47) of the UCC.




(g) “Intellectual Property” means all patents and applications for patents, all
copyrights, copyright registrations and copyright applications, copyrightable works and all
other corresponding rights, all trade names, logos, Internet addresses and domain names,
trademarks and service marks and related registrations and applications, all inventions
(whether patentable or not and whether or not reduced to practice), know how, technology,
technical data, trade secrets, confidential business information, all computer software, and
all similar or related rights, interests and claims.




(h) “Inventory” means all inventory, wherever located, now owned or hereafter acquired
by the Debtor or in which the Debtor now has or hereafter may acquire any right, title or
interest, including, without limitation, all goods and other personal property now or
hereafter owned by the Debtor which are held for sale or lease or are furnished or are to be
furnished under a contract of service or which constitute raw materials, work in process or
materials used or consumed or to be used or consumed in the business of the Debtor, or in
the processing, packaging or shipping of the same, and all finished goods, including, but
not limited to, all pipe and other tabulars and all inventory as defined in Section
9.102(a)(48) of the UCC.




(i) “Mortgaged Property” means the oil and gas properties and related assets described
in that certain Subordinated Deed of Trust, Mortgage, Security Agreement, Assignment of
Production and Financing Statement of even date herewith and executed by Debtor in favor of
Secured Party.




(j) “Obligation” means the unpaid principal of and interest on (including, without
limitation, interest accruing after the maturity of the Note and interest on or after the
filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to the Debtor, whether or not a claim for post- filing or
postpetition interest is allowed in such proceeding) the Note and all other present and
future indebtedness, obligations and liabilities of Borrower or the Debtor to the Secured
Party, and all renewals, enlargements, rearrangements and extensions thereof, or any part
thereof, now or hereafter owed to Secured Party by Borrower or the Debtor arising from, by
virtue of, or pursuant to any Loan Document, or otherwise, together with all interest
accruing thereon and all costs, expenses and attorneys’ fees incurred in the enforcement or
collection thereof, whether such indebtedness, obligations and liabilities are direct,
indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several
or were, prior to acquisition thereof by Secured Party, owed to some other Person.




(k) “Person” means any natural person, corporation, company, limited or general
partnership, joint stock company, joint venture, association, limited liability company,
limited liability partnership, trust, bank, trust company, land trust, business trust or
other entity or organization.




(l) “Proceeds” means all “proceeds” as such term is defined in Section 9.102 (a) (65)
of the UCC and, in any event, shall mean and include, but not be limited to, the following
at any time whatsoever arising or receivable: (i) whatever is received upon any collection,
exchange, sale or other disposition of any of the Collateral, and any property into which
any of the Collateral is converted, whether cash or non-cash proceeds, (ii) any and all
proceeds of any insurance, indemnity, warranty or guaranty payable to the Debtor from time
to time with respect to any of the Collateral, and (iii) any and all payments (in any form
whatsoever) made or due and payable to the Debtor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the
Collateral by any governmental body, authority, bureau or agency (or any Person acting under
color of governmental authority).




(m) “UCC” means the Uniform Commercial Code as from time to time in effect in the State
of Texas.




(n) “Vehicles” means all trucks, tractors, trailers and rolling equipment and other
vehicles, wherever located, which are covered by a certificate of title law of any state,
and any and all additions, substitutions, and replacements thereof, wherever located,
together with all attachments, components, parts and accessories installed therein or
affixed thereto.



2. GRANT OF SECURITY INTEREST.




(a) As collateral security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the Obligation, the Debtor
hereby grants to the Secured Party a security interest and lien in all personal property
assets of Debtor, whether now owned or hereafter acquired by the Debtor, including, without
limitation, in all of Debtor’s interest in all of the following property now owned or at any
time hereafter acquired by the Debtor or in which the Debtor now has or at any time in the
future may acquire any right, title or interest (collectively, the “Collateral”):




(i) all Accounts;



	 	 	 
	(ii)

(iii)

(iv)

	 	all Contracts;

all Documents;

all Equipment;







(v) all General Intangibles;



	 	 	 
	(vi)

(vii)

(viii)

(ix)

	 	all Instruments;

all Intellectual Property;

all Inventory;

all Vehicles; and







(x) all Proceeds and all present and future increases, combinations,
reclassifications, improvements and products of, accessions, attachments, and other
additions to, and substitutes and replacements for all or any part of the foregoing.




(b) Within thirty (30) days from the date of this Agreement, Debtor shall provide to
Secured Party an itemized list of the Collateral which specifies the location of each such
item.



3. DEBTOR’S REPRESENTATIONS AND WARRANTIES. The Debtor hereby represents and warrants
to Secured Party that:




(a) Title; No Other Liens. Except for the security interest and lien granted to
the Secured Party pursuant to this Security Agreement and the other Loan Documents and the
liens on the Mortgaged Property securing the Senior Debt, the Debtor owns each item of the
Collateral free and clear of any and all Liens or claims of others. No security agreement,
financing statement or other public notice with respect to all or any part of the Collateral
is on file or of record in any public office, except such as may have been filed in favor of
the Secured Party, for the benefit of the Secured Party, pursuant to this Security Agreement
or any other Loan Document (or in favor of the Bank with respect to the Mortgaged Property
only). All Intellectual Property capable of registration has been (or will be in accordance
with the Loan Agreement) duly and properly registered in the name of the Debtor and is valid
and enforceable.




(b) Accounts. The amount represented by the Debtor to the Secured Party from
time to time as owing by each account debtor or by all account debtors in respect of the
Accounts will at such time be the correct amount actually owing by such account debtor or
debtors thereunder. The Debtor’s Accounts arose in the ordinary course of the Debtor’s
business from the performance of services that the Debtor has fully and satisfactorily
performed or from the sale or lease of goods in which the Debtor had sole and complete
ownership. No such Account is subject to counterclaim or defense (other than discount for
prompt payment as shown on the invoices).




(c) Use and Protection of Collateral. The Collateral will be used for business
purposes only and certain of the Collateral is of a type normally used in more than one
state.




(d) Location of Collateral. The Collateral will remain in the Debtor’s
possession or control at all times (at the Debtor’s risk of loss) and will be kept at the
location specified in the notice required under Section 2(b), or such other locations as the
Debtor notifies Secured Party in writing, which notice shall be delivered to Secured Party
from time to time prior to the Collateral being moved.




(e) Governmental Obligors. None of the obligors on any Accounts, and none of
the parties to any Contracts, is a Governmental Authority.




(f) Consents. No consent of any party (other than the Debtor) to any Contract
or any obligor in respect of any Account is required, or purports to be required, in
connection with the execution, delivery and performance of this Security Agreement. Each
Account and each Contract is in full force and effect and constitutes a valid and legally
enforceable obligation of the obligor in respect thereof or parties thereto, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditor’s rights generally. No consent or
authorization of, filing with or other act by or in respect of any governmental authority is
required in connection with the execution, delivery, performance, validity or enforceability
of any of the Accounts or Contracts by any party thereto other than those which have been
duly obtained, made or performed, are in full force and effect and do not subject the scope
of any such Account or Contract to any material adverse limitation, either specific or
general in nature. Neither the Debtor nor (to the best knowledge of the Debtor) any other
party to any Account or Contract is in default or is likely to become in default in the
performance or observance of any of the terms thereof. The Debtor has fully performed all
its obligations under each Contract. The right, title and interest of the Debtor in, to and
under each Account or Contract are not subject to any defense, offset, counterclaim, or
claim which would materially adversely affect the value of such Account or Contract as
Collateral, nor have any of the foregoing been asserted or alleged against the Debtor as to
any of the foregoing. Upon request by Secured Party, the Debtor will deliver to the Secured
Party a complete and correct copy of each Contract, including all amendments, supplements
and other modifications thereto.




(g) Power and Authority; Authorization. The Debtor has the power and authority
and the legal right to execute and deliver, to perform its obligations under, and to grant
the security interests and liens on the Collateral pursuant to, this Security Agreement and
has taken all necessary corporate and other action to authorize its execution, delivery and
performance of, and grant of the security interests and liens on the Collateral pursuant to,
this Security Agreement.




(h) Enforceability. This Security Agreement constitutes a legal, valid and
binding obligation of the Debtor enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally.




(i) No Conflict. The execution, delivery and performance of this Security
Agreement will not violate or constitute a default under (i) any provision of any agreement
to which Debtor is a party or by which any of its assets may be bound or subject to, or (ii)
organizational documents of the Debtor, and (iii) will not result in the creation or
imposition of any lien on any of the properties or revenues of the Debtor except as
contemplated hereby.




(j) No Consents, etc. No consent or authorization of, filing with, or other act
by or in respect of, any arbitrator or governmental authority and no consent of any other
Person (including, without limitation, any partner or affiliate of the Debtor), is required
in connection with the execution, delivery, performance, validity or enforceability of this
Security Agreement.




(k) No Litigation. No litigation, investigation or proceeding of or before any
arbitrator or governmental authority is pending or, to the knowledge of the Debtor,
threatened by or against the Debtor or against any of its properties or revenues.



4. DEBTOR’S COVENANTS. The Debtor covenants and agrees with the Secured Party that,
from and after the date of this Security Agreement until the Obligation is paid in full and any
obligation of Secured Party to make Advances under the Loan Agreement has terminated:




(a) Obligations. Debtor shall pay the Obligation in accordance with the terms
thereof and shall otherwise perform all covenants and agreements of Debtor contained in the
Loan Agreement, this Security Agreement and in all other Loan Documents.




(b) Debtor Remains Liable under Accounts and Contracts. Anything herein to the
contrary notwithstanding, the Debtor shall remain liable under each of the Accounts and
Contracts to observe and perform all the conditions and obligations to be observed and
performed by it thereunder, all in accordance with the terms of any agreements giving rise
to each such Account or Contract in accordance with and pursuant to the terms and provisions
of each such Contract or agreement giving rise to an Account.




(c) Costs. The Debtor shall pay Secured Party on demand every expense
(including reasonable attorneys’ fees and other legal expenses) incurred or paid by Secured
Party in exercising or protecting its interests, rights, and remedies under this Security
Agreement, plus interest at the highest lawful rate on each such amount commencing on the
date notice of such expenses is given to the Debtor by Secured Party until paid by the
Debtor.




(d) Further Documentation; Pledge of Instruments. At any time and from time to
time, upon the written request of the Secured Party, and at the sole expense of the Debtor,
the Debtor will promptly and duly execute and deliver such further instruments and documents
and take such further action as the Secured Party may reasonably request for the purpose of
obtaining or preserving the full benefits of the Loan Agreement and this Security Agreement
and of the rights and powers therein and herein granted, including, without limitation, the
filing of any financing or continuation statements under the Uniform Commercial Code in
effect in any jurisdiction with respect to the security interests and liens created hereby,
the delivery to the Secured Party and appropriate regulatory authorities of the titles to
the Vehicles, the filing of evidence of Secured Party’s security interests and liens on all
Intellectual Property of Debtor in the appropriate governmental offices, and the taking of
all such other actions as may be necessary to establish, preserve and protect Secured
Party’s security interests and liens in any of the Collateral. The Secured Party shall have
the right, without the consent or joinder of the Debtor, to execute and file with any
governmental authority such financing statements, financing statement amendments and
continuation statements as may, in the sole discretion of the Secured Party, be necessary or
advisable to maintain, perfect or otherwise evidence the security interests and liens of the
Secured Party in and to any of the Collateral. In addition, and without limiting the
foregoing, this Security Agreement may be attached to and made a part of any financing
statement filed by the Secured Party. The Debtor also hereby authorizes the Secured Party to
file any such financing or continuation statement without the signature of the Debtor to the
extent permitted by applicable law. A carbon, photographic or other reproduction of this
Security Agreement shall be sufficient as a financing statement for filing in any
jurisdiction. If any amount payable under or in connection with any of the Collateral shall
be or become evidenced by any Instrument, such Instrument shall be immediately delivered to
the Secured Party, duly endorsed in a manner satisfactory to the Secured Party, to be held
as Collateral pursuant to this Security Agreement.




(e) Indemnification. The Debtor agrees to pay, and to save the Secured Party
harmless from, any and all liabilities, costs and expenses (including, without limitation,
legal fees and expenses) (i) with respect to, or resulting from, any delay in paying, any
and all excise, sales or other taxes which may be payable or determined to be payable with
respect to any of the Collateral, (ii) with respect to, or resulting from, any delay in
complying with any law applicable to any of the Collateral, (iii) with respect to any claims
against or losses of Secured Party concerning any of the Collateral, or (iv) in connection
with any of the transactions contemplated by this Security Agreement. In any suit,
proceeding or action brought by the Secured Party under any Account or Contract for any sum
owing thereunder, or to enforce any provisions of any Account or Contract, the Debtor will
save, indemnify and keep the Secured Party harmless from and against all expense, loss or
damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction or
liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by
the Debtor of any obligation thereunder or arising out of any other agreement, indebtedness
or liability at any time owing to or in favor of such account debtor or obligor or its
successors from the Debtor.




(f) Maintenance of Records. The Debtor will keep and maintain at its own cost
and expense satisfactory and complete records of the Collateral, including, without
limitation, a record of all payments received and all credits granted with respect to the
Accounts and Contracts. The Debtor will mark its books and records pertaining to the
Collateral to evidence this Security Agreement and the security interests granted hereby.
For the further security of the Secured Party, the Secured Party shall have a security
interest in all of the Debtor’s books and records pertaining to the Collateral, and the
Debtor shall turn over any such books and records to the Secured Party or to its
representatives during normal business hours at the request of the Secured Party. Upon
request by the Secured Party from time to time, the Debtor shall deliver to the Secured
Party a report of all Collateral then owned by the Debtor with a statement of the place
where the same may be located, which report shall be in form and detail satisfactory to the
Secured Party.




(g) Right of Inspection. The Secured Party shall at all times have full and
free access during normal business hours to all the books, correspondence and records of the
Debtor, and the Secured Party and its representatives may examine the same, take extracts
therefrom and make photocopies thereof, and the Debtor agrees to render to the Secured
Party, at the Debtor’s cost and expense, such clerical and other assistance as may be
reasonably requested with regard thereto. The Secured Party and its representatives shall at
all times also have the right to enter into and upon any premises where any of the
Collateral is located for the purpose of inspecting the same, observing its use or otherwise
protecting its interests therein.




(h) Compliance with Laws, etc. The Debtor will comply in all material respects
with all laws, rules and regulations applicable to the Collateral or any part thereof or to
the operation of the Debtor’s businesses; provided, however, that the Debtor may contest any
such laws, rules or regulations in any reasonable manner which shall not, in the sole
opinion of the Secured Party, adversely affect the Secured Party’s rights or the priority of
its security interests and liens on the Collateral.




(i) Compliance with Terms of Contracts, etc. The Debtor will perform and comply
in all material respects with all its obligations under the Contracts and all its other
contractual obligations relating to the Collateral.




(j) Payment of Taxes. The Debtor will pay promptly when due all taxes,
assessments and governmental charges or levies imposed upon the Collateral or in respect of
its income or profits therefrom, as well as all claims of any kind (including, without
limitation, claims for labor, materials and supplies) against or with respect to the
Collateral, except that no such charge need be paid if (i) the validity thereof is being
contested in good faith by appropriate proceedings, (ii) such proceedings do not involve any
material danger of the sale, forfeiture or loss of any of the Collateral or any interest
therein and (iii) such charge is adequately reserved against on the Debtor’s books.




(k) Limitation of Liens on Collateral. The Debtor will not create, incur or
permit to exist, will defend the Collateral against, and will take such other action as is
necessary to remove, any lien or claim on or to the Collateral, other than the security
interests and liens created hereby and those on the Mortgaged Property in favor of the
Secured Party and the Bank, and will defend the right, title and interest of the Secured
Party in and to any of the Collateral against the claims and demands of all Persons
whomsoever.




(l) Limitations on Dispositions of Collateral. The Debtor will not sell,
transfer, lease or otherwise dispose of any of the Collateral, or attempt, offer or contract
to do so, without the prior consent of Secured Party.




(m) Limitations on Modifications, Waivers, Extensions of Contracts and Agreements
Giving Rise to Accounts. The Debtor will not (i) amend, modify, terminate or waive any
provision of any Contract or any agreement giving rise to an Account in any manner which
could reasonably be expected to materially and adversely affect the value of such Contract
or Account as Collateral, (ii) fail to exercise promptly and diligently each and every
material right which it may have under each Contract and each agreement giving rise to an
Account (other than any right of termination) or (iii) fail to deliver to the Secured Party
a copy of each material demand, notice or document received by it relating in any way to any
Contract or any agreement giving rise to an Account.




(n) Limitations on Discounts, Compromises, Extensions of Accounts. Other than
in the ordinary course of business as generally conducted by the Debtor over a period of
time, the Debtor will not grant any extension of the time of payment of any of the Accounts,
compromise, compound or settle the same for less than the full amount thereof, release,
wholly or partially, any Person liable for the payment thereof, or allow any credit or
discount whatsoever thereon.




(o) Maintenance of Collateral. The Debtor will maintain each Vehicle and each
item of Equipment and Inventory in good operating condition, ordinary wear and tear and
immaterial impairments of value and damage by the elements excepted, and will provide all
maintenance, service and repairs necessary for such purpose.




(p) Maintenance of Insurance. The Debtor will maintain, with financially sound
and reputable companies, insurance policies (i) insuring the Equipment, Vehicles and
Inventory against loss by fire, explosion, theft and such other casualties as may be
reasonably satisfactory to the Secured Party and (ii) insuring the Debtor and the Secured
Party against liability for personal injury and property damage relating to such Equipment,
Vehicles and Inventory and Debtor’s business, such policies to be in such form and amounts
and having such coverage as may be reasonably satisfactory to the Secured Party, with losses
payable to the Secured Party as its interests may appear. All such insurance shall (i)
provide that no cancellation, material reduction in amount or material change in coverage
thereof shall be effective until at least thirty (30) days after receipt by the Secured
Party of written notice thereof, (ii) name the Secured Party as insured party, and (iii) be
reasonably satisfactory in all other respects to the Secured Party. The Debtor shall deliver
to the Secured Party a report of a reputable insurance broker or agent with respect to such
insurance at such times as may be specified by the Secured Party in its discretion and such
supplemental reports with respect thereto as the Secured Party may from time to time
reasonably request.




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




(r) Notices. The Debtor will advise the Secured Party promptly, in reasonable
detail, at its address set forth in the Loan Agreement, (i) of any security interest or lien
(other than security interests and liens created hereby) on, or claim asserted against, any
of the Collateral and (ii) of the occurrence of any other event which could reasonably be
expected to have a material adverse effect on the aggregate value of the Collateral or on
the security interests and liens created hereunder.




(s) Changes in Locations, Name, etc. The Debtor will not (i) change the
location of its chief executive office/chief place of business from that specified in
Section 3, or (ii) change its name, identity or organizational structure to such an extent
that any financing statement filed by the Secured Party in connection with this Security
Agreement would become misleading.



5. PERFORMANCE BY SECURED PARTY OF DEBTOR’S AGREEMENTS. If the Debtor fails to perform
or comply with any of the agreements contained herein and the Secured Party, as provided for by the
terms of this Security Agreement, shall itself perform or comply, or otherwise cause performance or
compliance, with such agreement, the expenses of the Secured Party incurred in connection with such
performance or compliance, together with interest thereon at the highest lawful rate, shall be
payable by the Debtor to the Secured Party on demand and shall constitute part of the Obligation
secured hereby.



6. SECURED PARTY’S APPOINTMENT AS ATTORNEY-IN-FACT.




(a) Attorney-in-Fact. Debtor hereby irrevocably constitutes and appoints the
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 place and stead
of the Debtor and in the name of the Debtor or in its own name, from time to time in the
Secured Party’s discretion, for the purpose of carrying out the terms of this Security
Agreement, to take any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of this Security
Agreement, and, without limiting the generality of the foregoing, the Debtor hereby gives
the Secured Party the power and right, on behalf of the Debtor, without notice to or assent
by the Debtor, to do the following:




(i) in the case of any Account, at any time when the authority of the Debtor to
collect the Accounts has been curtailed or terminated pursuant to the first sentence
of Section 8(c) hereof, or in the case of any other Collateral, at any time when any
Event of Default shall have occurred and is continuing, in the name of the Debtor or
its own name, or otherwise, to take possession of and indorse and collect any
checks, drafts, notes, acceptances or other instruments for the payment of moneys
due under, or with respect to, any Collateral and to file any claim or to take any
other action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Secured Party for the purpose of collecting any and all such
moneys due or with respect to such Collateral whenever payable;




(ii) to pay or discharge taxes and liens levied or placed on or threatened
against the Collateral, to effect any repairs or any insurance called for by the
terms of this Security Agreement and to pay all or any part of the premiums therefor
and the costs thereof;




(iii) to maintain or protect the Intellectual Property (without any obligation
to do so), and to transfer and register the transfer of any Intellectual Property
upon the occurrence of an Event of Default; and




(iv) upon the occurrence and during the continuance of any Event of Default,
(a) to direct any party liable for any payment under any of the Collateral to make
payment of any and all moneys due or to become due thereunder directly to the
Secured Party or as the Secured Party shall direct; (b) to ask for or demand,
collect, receive payment of and receipt for, any and all moneys, claims and other
amounts due or to become due at any time in respect of or arising out of any
Collateral; (c) to sign and indorse any invoices, freight or express bills, bills of
lading, storage or warehouse receipts, drafts against debtors, assignments,
verifications, notices and other documents in connection with any of the Collateral;
(d) to commence and prosecute any suits, actions or proceedings at law or in equity
in any court of competent jurisdiction to collect the Collateral or any thereof and
to enforce any other right in respect of any Collateral; (e) to defend any suit,
action or proceeding brought against the Debtor with respect to any Collateral; (f)
to settle, compromise or adjust any suit, action or proceeding described in the
preceding clause and, in connection therewith, to give such discharges or releases
as the Secured Party may deem appropriate; and (g) generally, to sell, transfer,
pledge and make any agreement with respect to or otherwise deal with any of the
Collateral as fully and completely as though the Secured Party were the absolute
owner thereof for all purposes, and to do, at the Secured Party’s option and the
Debtor’s expense, at any time, or from time to time, all acts and things which the
Secured Party deems necessary to protect, preserve or realize upon the Collateral
and the security interest and liens of the Secured Party thereon and to effect the
intent of this Security Agreement, all as fully and effectively as the Debtor might
do,




The Debtor hereby ratifies all that said attorneys shall lawfully do or cause
to be done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable.




(b) Other Powers. The Debtor also authorizes the Secured Party, at any time and
from time to time, to execute, in connection with the sale provided for in Sections 6(a) and
8(d), any endorsements, assignments or other instruments of conveyance or transfer with
respect to the Collateral.



7. PROCEEDS. In addition to the rights of the Secured Party specified in Section 8
with respect to payments of Accounts, it is agreed that if an Event of Default shall occur and be
continuing (i) all Proceeds received by the Debtor consisting of cash, checks and other near-cash
items shall be held by the Debtor, in trust for the Secured Party, segregated from other funds of
the Debtor, and shall, forthwith upon receipt by the Debtor, be turned over to the Secured Party in
the exact form received by the Debtor (duly indorsed by the Debtor to the Secured Party), and (ii)
any and all such Proceeds received by the Secured Party (whether from the Debtor or otherwise) may,
in the sole discretion of the Secured Party, be held by the Secured Party for the Secured Party as
collateral security for, and/or then or at any time thereafter may be applied by the Secured Party
against, the Obligation (whether matured or unmatured), such application to be in such order as the
Secured Party shall elect. Any balance of such Proceeds remaining after the Obligation shall have
been paid in full shall be paid over to the Debtor or to whomsoever may be lawfully entitled to
receive the same.



8. SECURED PARTY’S RIGHTS, REMEDIES AND POWERS.




(a) Analysis of Accounts. The Secured Party shall have the right to make test
verifications of the Accounts in any manner and through any medium that it reasonably
considers advisable, and the Debtor shall furnish all such assistance and information as the
Secured Party may require in connection therewith. At any time and from time to time, upon
the Secured Party’s request and at the expense of the Debtor, the Debtor shall cause
independent public accountants or others satisfactory to the Secured Party to furnish to the
Secured Party reports showing reconciliations, aging and test verifications of, and trial
balances for, the Accounts.




(b) Notice to Account Debtors and Contracting Parties. At any time after an
Event of Default occurs and is continuing, upon the request of the Secured Party at any
time, the Debtor shall notify account debtors of the Accounts and parties to the Contracts
that the Accounts and the Contracts have been assigned to the Secured Party and that
payments in respect thereof shall be made directly to the Secured Party. The Secured Party
may in its own name or in the name of others communicate with account debtors on the
Accounts and parties to the Contracts to verify with them to its satisfaction the existence,
amount and terms of any Accounts or Contracts.




(c) Collections on Accounts and Contracts. The Secured Party hereby authorizes
the Debtor to collect the Accounts and Contracts, subject to the Secured Party’s direction
and control, and the Secured Party may curtail or terminate said authority at any time. If
required by the Secured Party at any time, any payments of Accounts and Contracts, when
collected by the Debtor, shall be forthwith (and, in any event, within two Business Days)
deposited by the Debtor in the exact form received, duly indorsed by the Debtor to the
Secured Party if required, in a special collateral account maintained by the Secured Party,
subject to withdrawal by the Secured Party for the account of the Secured Party only, as
provided in this Security Agreement, and, until so turned over, shall be held by the Debtor
in trust for the Secured Party, segregated from other funds of the Debtor. All Proceeds
while held by the Secured Party (or by the Debtor in trust for the Secured Party) shall
continue to be collateral security for all of the Obligation and shall not constitute
payment thereof until applied as provided in this Security Agreement. At such intervals as
may be agreed upon by the Debtor and the Secured Party, or, if an Event of Default shall
have occurred and be continuing, at any time at the Secured Party’s election, the Secured
Party shall apply all or any part of the funds on deposit in said special collateral account
on account of the Obligation in such order as the Secured Party may elect, and any part of
such funds which the Secured Party elects not so to apply and deems not required as
collateral security for the Obligation shall be paid over from time to time by the Secured
Party to the Debtor or to whomsoever may be lawfully entitled to receive the same. At the
Secured Party’s request, the Debtor shall deliver to the Secured Party all original and
other documents evidencing, and relating to, the agreements and transactions which gave rise
to the Accounts and Contracts, including, without limitation, all original orders, invoices
and shipping receipts.




(d) Remedies; Acceleration of Maturity of Obligations; Repossession and Sale of
Collateral. At any time after an Event of Default occurs and is continuing, Secured
Party may declare every Obligation to be immediately due and payable and may exercise, in
addition to all other rights and remedies granted to it in this Security Agreement, the Loan
Agreement and in any of the other Loan Documents securing, evidencing or relating to the
Obligation, all rights and remedies of a secured party under the UCC. Without limiting the
generality of the foregoing, the Secured Party, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon the Debtor or any other person (all and each
of which demands, defenses, advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or
any party thereof, and/or may forthwith sell, lease, assign, give option or options to
purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or private sale or
sales, at any exchange, broker’s board or office of the Secured Party or elsewhere upon such
terms and conditions as Secured Party may deem advisable and at such prices as Secured Party
may deem best, for cash or on credit or for future delivery without assumption of any credit
risk. The Secured Party shall have the right upon any such public sale or sales, and, to the
extent permitted by law, upon any such private sale or sales, to purchase the whole or any
part-of the Collateral so sold, free of any right or equity of redemption in the Debtor,
which right or equity is hereby waived or released. The Debtor further agrees, at the
Secured Party’s request, to assemble the Collateral and make it available to the Secured
Party at places which the Secured Party shall reasonably select, whether at the Debtor’s
premises or elsewhere. The Secured Party shall apply the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale, after deducting all
reasonable costs and expenses of every kind incurred therein or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the Collateral or the rights
of the Secured Party hereunder, including, without limitation, reasonable attorneys’ fees
and disbursements, to the payment in whole or in part of the Obligation, in such order as
the Secured Party may elect, and only after such application and after the payment by the
Secured Party of any other amount required by any provision of law, need the Secured Party
account for the surplus, if any, to the Debtor. To the extent permitted by applicable law,
the Debtor waives all claims, damages and demands it may acquire against the Secured Party
arising out of the exercise by it of any rights hereunder. If any notice of a proposed sale
or other disposition of Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least ten (10) days before such sale or other disposition.
The Debtor shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay the Obligation and the fees and
disbursements of any attorneys employed by the Secured Party to collect such deficiency.




(e) Right of Setoff. In addition to the security interest and lien herein
described, Debtor expressly recognizes and grants Secured Party upon the occurrence of an
Event of Default the right of setoff with respect to any money, checks, certificates of
deposit or instruments deposited with Secured Party, whether in general or special deposits,
which right may be exercised concurrently with or separately from any and all other rights
of Secured Party against Debtor.



9. LIMITATIONS ON SECURED PARTY’S DUTIES AND OBLIGATIONS.




(a) Limitations on Secured Party’s Obligations Under Accounts and Contracts.
The Secured Party shall not have any obligation or liability under any Account (or any
agreement giving rise thereto) or Contract by reason of or arising out of this Security
Agreement or the receipt by the Secured Party of any payment relating to such Account or
Contract pursuant hereto, nor shall the Secured Party be obligated in any manner to perform
any of the obligations of the Debtor thereof under or pursuant to any Account (or any
agreement giving rise thereto) or under or pursuant to any Contract, to make any payment, to
make any inquiry as to the nature or the sufficiency of any payment received by it or as to
the sufficiency of any performance by any party under any Account (or any agreement giving
rise thereto) or under any Contract, to present or file any claim, to take any action to
enforce any performance or to collect the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.




(b) Limitation on Duties Regarding Preservation of Collateral. The Secured
Party’s sole duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9.207 of the UCC or otherwise, shall be to deal
with it in the same manner as the Secured Party deals with similar property for its own
account. Neither the Secured Party nor any of its directors, officers, employees or agents
shall be liable for failure to demand, collect or realize upon all or any part of the
Collateral or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of the Debtor or otherwise. Without
limiting the generality of the foregoing, the Secured Party shall not have any obligation to
take any action with respect to the maintenance, protection, enforcement or validity of any
of the Collateral.




(c) No Duty on the Part of Secured Party. The powers conferred on the Secured
Party under this Security Agreement are solely to protect the interests of the Secured Party
in the Collateral and shall not impose any duty upon the Secured Party to exercise any such
powers. The Secured Party shall be accountable only for amounts that it actually receives as
a result of the exercise of such powers, and neither it nor any of its officers, directors,
employees or agents shall be responsible to the Debtor or its officers, directors,
employees, partners or agents for any act or failure to act hereunder, except for its own
gross negligence or willful misconduct.



10. GENERAL PROVISIONS.




(a) Powers Coupled with an Interest. All authorizations and agencies herein
contained with respect to the Collateral are irrevocable and powers coupled with an
interest.




(b) Severability. Any provision of this Security Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.




(c) Additional Definitions. The term “Debtor” as used in this Security
Agreement is to be construed as singular or plural to correspond with the number of persons
executing this instrument as Debtor. The pronouns used in this instrument are in the
masculine gender but shall be construed as feminine or neuter as occasion may require.
“Secured Party” and “Debtor” as used in this instrument include the heirs, executors or
administrators, successors, representatives, receivers, trustees, custodians, and assigns of
those parties.




(d) Captions. The section and paragraph headings appearing in this instrument
were inserted for convenience only and are not to be given any substantive meaning or
significance in construing this Security Agreement.




(e) Waivers and Amendments; Successors and Assigns. None of the terms or
provision of this Security Agreement may be waived, amended, supplemented or otherwise
modified except by a written instrument executed by the Debtor and the Secured Party,
provided that any provision of this Security Agreement may be waived by the Secured Party in
a written letter or agreement executed by the Secured Party or by telex or facsimile
transmission from the Secured Party. This Security Agreement shall be binding upon the
permitted successors and assigns of the Debtor and shall inure to the benefit of the Secured
Party and its successors and assigns.




(f) No Waiver; Cumulative Remedies. The Secured Party shall not by any act
(except by a written instrument pursuant to Section 10(e) hereof), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Event of Default or in any breach of any of the terms and conditions
hereof. No failure to exercise, nor any delay in exercising, on the part of the Secured
Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single
or partial exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. A waiver by
the Secured Party of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Secured Party would otherwise have on
any future occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any rights or remedies provided by
law.




(g) GOVERNING LAW. THE LAW GOVERNING THIS SECURED TRANSACTION SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF TEXAS.




(h) Renewal, Extension or Rearrangement. All provisions of this Security
Agreement and of any other Loan Document shall apply with equal force and effect to each and
all promissory notes hereafter executed which in whole or in part represent a renewal,
extension for any period, increase or rearrangement of any part of the Obligation originally
represented by the Note or any part of such other Obligation.




(i) Assignment. Secured Party may from time to time assign this Security
Agreement, Secured Party’s rights under this Security Agreement, or all or any of the
Obligation. In any such case, the assignee will be entitled to all rights, privileges, and
remedies granted in this Security Agreement to Secured Party, and Debtor will not assert
against the assignee any claims or defenses Debtor may have against Secured Party (except
those granted in this Security Agreement).




(j) Notices. Notices hereunder may be given and be effective as set forth in
the Loan Agreement.




(k) Counterpart Execution. This Security Agreement may be executed in any
number of counterparts with the same effect as if all of the parties had signed the same
document. All counterparts shall be construed together and shall constitute one agreement.
Faxed signatures shall be treated as and deemed original signatures and s be binding for all
purposes.



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	EXECUTED as of the date first above written.

	DEBTOR:

	 	PERMIAN LEGEND PETROLEUM LP







By: Permian Legend LLC, its general partner




By: /s/ Ronnie L. Steinocher




	 	 	Ronnie L. Steinocher, Manager





	 
	By: /s/ Lisa P. Hamilton

	 

	Lisa P. Hamilton, Manager

	SECURED PARTY: BASELINE CAPITAL, INC.

	By: /s/Karl J. Reiter

	 

	Karl J. Reiter , President








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