SECOND LIEN SENIOR PLEDGE AND SECURITY AGREEMENT

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.

Cherokee Pledge and
Security Agreement

     (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 Debt