COLLATERAL ASSIGNMENT OF ESCROW AGREEMENT AND ESCROW FUNDS

LOAN AGREEMENT :   The Loan Agreement dated October 9, 2008, executed by Debtor and Lenders, as the same may be amended, modified, restated or replaced from time to time.

COLLATERAL:   All of Debtor = s right, title, interest, claim and demand (but not Debtor = s duties or obligations) in and to the following described contracts and all payments (direct or indirect, whether in cash or otherwise), distributions, and rights to payment of every kind under and by virtue of (i) that certain Escrow and Account Control Agreement dated as of October 9, 2008, by and among the Debtor; and Wells Fargo Bank, National Association (as Escrow Agent), as now or hereafter amended or modified (the “ Escrow Agreement ”), and (ii) all accounts and general intangibles consisting of, relating to or otherwise arising out of the Escrow Agreement and Debtor’s right, title, interest, or claim (but not Debtor’s duties or obligations) in and to the Escrow Property (as defined therein) and all payments, distributions, and rights to payment of every kind, under and by virtue of the Escrow Agreement.

PROCEEDS:   Any and all proceeds of the Collateral, as the term “proceeds” is defined in the Chapter 9 of the Texas Business and Commerce Code as now or hereafter adopted or amended (the " Texas UCC "), including without limitation all accounts, general intangibles, instruments, documents, moneys, insurance, chattel paper, income and other property, benefits or rights of whatever kind or nature arising from, attributable to, or accruing from any and all sales, leases, or other dispositions of any or all of the Collateral.

1.            Agreement . Subject to the terms and conditions of this Assignment, in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which Debtor acknowledges, Debtor hereby grants, assigns, transfers, and conveys, to Lenders, their successors and assigns, and grants to Lenders, their successors and assigns as security for the Obligations (as defined below) the Escrow Agreement and all other Collateral, and Debtor hereby grants to Lenders, as security for the Obligations, a security interest in and to the Collateral and Proceeds and all powers, benefits, right, title, and interest accruing and to accrue, and all revenues, moneys, fees, commissions, profits, payments, and other sums payable and to be payable to Debtor and to which Debtor is or may hereafter become entitled to by virtue of the Collateral.

2.            Secured Obligations .  This security interest is granted to Lenders to secure the following (the “ Obligations ”):

(a)            Payment of the principal sum, interest and indebtedness evidenced by the Notes;

(b)            Payment of all other sums with interest thereon becoming due and payable to Lenders under the provisions of this Assignment or the Notes; and

(c)            Performance and discharge of each and every obligation, covenant and agreement of Debtor contained in this Assignment, the Notes, the Loan Agreement, as amended from time to time, and any and all other Loan Documents (as that term is defined in the Loan Agreement).

3.            Debtor’s Representations and Warranties .  Debtor represents and warrants to Lenders and covenants as follows:

(a)            The execution, delivery and performance of this Assignment does not require the consent or approval of any governmental body or other regulatory authority and are not in contravention of, or in conflict with, any law or regulation or any term or provision of the Escrow Agreement. This Assignment is a valid, binding and legally enforceable obligation of Debtor in accordance with its terms except only as enforceability may be affected or limited by creditors’ rights, legislation and court decisions of general application.

(b)            The execution and delivery of this Assignment is not, and the performance of this Assignment will not be, in contravention of, or in conflict with, any agreement, indenture or undertaking to which Debtor is a party or by which Debtor or any of its property is or may be bound or affected, and do not and will not cause any security interest, lien or other encumbrance to be created or imposed or accelerated upon or in connection with any such property.

(c)            Except for Lenders’ security interest therein (which Debtor has authority to grant):  (i) Debtor has not previously assigned, transferred, conveyed, sold, pledged or hypothecated any part of the Collateral; (ii) Debtor is, and as to any Collateral acquired after the date hereof, Debtor shall and will be the owner of all the Collateral, free from any liens, security interests, encumbrances or other right, title or interest of any other person, firm or corporation; and (iii) Debtor shall defend the Collateral against all claims and demands of all persons at any time claiming the same or interest therein adverse to Lenders.

(d)            No setoff or counterclaim to any money due or to become due to Debtor by virtue of the Collateral exists as of the date of this Assignment, and Debtor has not made any agreement pursuant to which any deduction or discount may be claimed on the Collateral, except as embodied in the express terms of the Escrow Agreement; and

(e)            There is no financing statement (or other evidence of lien or security interest) now on file in any public office covering any of the Collateral in which Debtor is named or signs as Debtor, and so long as any amount remains unpaid on the Obligations, Debtor will not execute and there will not be on file in any public office any such financing statement or statements (or other evidence of lien or security interest) except the Financing Statement filed or to be filed in respect of and for the security interest to Lenders granted or provided for in this Assignment or any other security agreement or security agreements by and between Debtor and Lenders.

(f)            The Escrow Agreement is presently in full force and effect and binding upon all the parties thereto. No defaults or breaches have occurred in the Escrow Agreement, including but not limited to such defaults or breaches which would result in the reduction or termination of Debtor’s interest or rights to payments and proceeds under the Escrow Agreement.

4.            Debtor’s Agreements .  Debtor agrees as follows:

(a)            To do, make, procure, execute and deliver all acts, things, writings and assurances as Lenders may at any time reasonably request, to protect, assure or enforce its interests, rights and remedies pursuant to this Assignment.

(b)            At any time while a Default exists or after the occurrence of an Event of Default (as those terms are defined in , upon Lenders’ request, to notify the Escrow Agent in writing of the fact of this Assignment and direct such parties to make payment direct to Lenders of any monies, accounts and general intangibles included in the Collateral; provided that the foregoing shall in no manner impair Lenders’ right to notify such obligors as elsewhere herein provided.

(d)            At any time while a Default exists or after the occurrence of any Event of Default, to apply all proceeds of the Collateral, including without limitation the Proceeds received by Lenders, on the Obligations, in any order of preference which Lenders, in their discretion, choose, whether or not the Obligations shall have by their terms matured, such application to be made at such intervals as Lenders may determine.

(e)            To authorize, and Debtor does hereby authorize, Lenders to contact directly any party to the Escrow Agreement to verify information furnished by Debtor.

(f)            To at all times perform or cause to be performed each and every obligation and duty imposed upon Debtor by the Escrow Agreement and applicable law, and to not do any act or not omit to do any act which would constitute a breach of, default under or noncompliance with the Escrow Agreement and applicable law.

(g)            Not to execute any amendment or modification of the Escrow Agreeme