Common use of Obligations Secured Clause in Contracts

Obligations Secured. This agreement secures all obligations of Debtor to Secured Party, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed), and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Debtor to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunder.

Obligations Secured. This agreement secures all obligations of Debtor Agreement is made and given to Secured Party, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed)secure, and shall secure, the prompt payment and performance when due of (a) any obligationsand all indebtedness, debts or obligations and liabilities of the Pledgors, and of any nature owing of them individually, to the Secured PartyCreditors, whether and to any of them individually, under or in connection with or evidenced by this the Credit Agreement or any other agreement or arrangement between Debtor and Secured PartyLoan Document, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations includeincluding, without limitation, all indebtedness and obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of Xxxxxxxxx'x Holdingsthe Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, Inc.all obligations of the Pledgors, a Texas corporationand of any of them individually, the (“Borrower”) arising under or in connection with or otherwise evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by Hedging Agreements with any one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any)Creditors, and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind the Pledgors, and nature of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising owed (and whether arising before or owing by Debtor after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to Secured Partybecome due, including without limitation the indebtedness direct or indirect, absolute or contingent, and obligations of Debtor of every kindhowsoever evidenced, including principalheld or acquired and (b) any and all expenses and charges, interestlegal or otherwise, costs, fees and expenses, if applicable, (i) evidenced suffered or incurred by the Note (collectivelySecured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the “Note Indebtedness”), lien and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, hereby (all of the rights in the collateral indebtedness, obligations, liabilities, expenses and charges described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively above being hereinafter referred to herein as the “Credit Support”"Obligations"). Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and Notwithstanding anything in this Agreement to the event of any such full or partial payment of Note Indebtednesscontrary, the Credit Support shall continue to secure and support right of recovery against any Pledgor under this Agreement (other than the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, Parent and the Note IndebtednessBorrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunderincluding fraudulent conveyance law.

Obligations Secured. This agreement secures all obligations of Debtor to Secured Party, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed), and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 Agreement is made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party Creditors to secure (as i) the same hereafter may be amended or modified, full and prompt payment when due of (x) the “Guaranty”). Debtor agrees principal of and acknowledges that interest on the Obligations secured by the Security Agreement (if any)Notes issued, and Loans made, under the Credit Agreement, and all reimbursement obligations and Unpaid Drawings with respect to the Letters of Credit issued under the Credit Agreement and (y) all other obligations and indebtedness (including, without limitation, indemnities, Fees and obligations guaranteed by interest thereon) of the Guaranty (if any) include all indebtedness and obligations of every kind and nature Borrower to the Secured Creditors, whether now existing or hereafter incurred under, arising owed out of or owing by Debtor to Secured Party, including without limitation in connection with the indebtedness Credit Agreement and obligations of Debtor of every kind, including principal, interest, costs, fees the other Credit Documents and expenses, if applicable, (i) evidenced the due performance and compliance by the Note (collectivelyBorrower with all of the terms, conditions and agreements contained in the “Note Indebtedness”), Credit Agreement and the other Credit Documents; (ii) otherwise now owed any and all sums advanced by the Collateral Agent in order to preserve the Collateral (as hereinafter defined) or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The preserve its security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that Collateral; (iiii) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full proceeding for the collection or partial payment enforcement of Note Indebtednessany indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all obligations, or liabilities of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and Borrower referred to in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, clause (i) above, after an Event of Default shall have occurred and be continuing, the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority reasonable expenses of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to fileof re-taking, and be holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the secured party underCollateral, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf or of any such other party. Any default exercise by Debtor in the Other Indebtedness shall constitute a default under the Note IndebtednessCollateral Agent of its rights hereunder, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) together with reasonable attorneys' fees of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect counsel to the Credit SupportCollateral Agent and court costs; and (iv) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11 of this Agreement (all such obligations, liabilities, sums and expenses referred to in clauses (i) through (iv) above being collectively referred to as the "Obligations"). Debtor agrees It is acknowledged and acknowledges agreed that any the "Obligations" shall include extensions of credit of the entities identified as a secured party hereunder may serve as collateral agent for types described above, whether outstanding on the other secured parties hereunderdate of this Agreement or extended from time to time after the date of this Agreement.

Obligations Secured. This agreement secures The security interest granted herein is given to secure all present and future obligations of Debtor DTN: (i) under the Revolving Credit Agreement; (iii) under the 1996 Revolving Credit Agreement dated as of June 28, 1996 as amended from time to Secured Partytime between DTN, whether now existingFNB-O, FNB-W, Norwest, NBD, First Bank, Sumitomo, Mercantile, Montreal, LaSalle and The Boatmen's National Bank of St. Louis ("Boatmen's"); (iv) under the 1995 Restated Loan Agreement dated as of June 29, 1995, as amended from time to time between DTN and FNB-O, FNB-W, US Bank, NBD , Norwest, and Boatmen's; (v) under the 1993 Restated Loan Agreement dated as of November 8, 1993, as amended from time to time, between DTN and FNB-O, US Bank, FNB-W, NBD, Norwest and Boatmen's; (vi) under the Loan Agreement dated as of October 9, 1992, as amended from time to time, between DTN and FNB-O, US Bank, and FNB-W, or hereafter arising under any interest rate protection agreement entered into by DTN with one or acquiredmore Lenders; (vii) under any and all Notes previously, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed), and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced made by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, DTN to the “Obligations”). Debtor agrees and acknowledges that Lenders pursuant to any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, all indebtedness foregoing Loan Agreements and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the interest rate protection agreements (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Debtor to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, which are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i"Loan Agreements") full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtednesspredecessor loan agreements, and in the event of any such full or partial payment of Note Indebtednessincluding, without limitation, the Credit Support shall continue to secure Existing Term Notes and support the payment and performance any notes given in full of all extension, renewal or substitution of the Other IndebtednessNotes; (viii) to reimburse the Secured Party for all sums, if any, advanced to protect the Collateral; and (iiix) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, to reimburse Secured Party for all costs and expenses incurred in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all collection of the Note Indebtednessforegoing, including, without limitation, costs of repossession and sale and reasonable attorneys' fees. Debtor acknowledges that pursuant This Security Agreement shall not be deemed to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event extinguish existing indebtedness of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default DTN under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for agreements referenced in this Section 3 or any of the other secured parties hereundernotes issued thereunder or to release, terminate or affect the priority of any security therefor.

Obligations Secured. This agreement secures all obligations of Debtor to Secured Party, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed)Agreement is made as collateral security for, and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other the security now or hereafter given for any such interest granted in the Collateral secures the following obligations (collectively, hereinafter sometimes referred to collectively as the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, ): [i] all indebtedness and obligations liabilities (including but not limited to loan fees and late charges) arising under or evidenced by, and the performance of Xxxxxxxxx'x Holdingsall covenants, Inc., a Texas corporation, the (“Borrower”) evidenced conditions and agreements undertaken by Borrower in connection with [a] that certain Secured Promissory Note dated as the date of February 9, 2012 this Agreement made by Borrower as maker payable to the order of Secured Party as payee Lender in the face principal amount of up to $1,500,350.00 3,000,000.00, and any and all renewals, extensions and amendments thereof and substitutions and replacements therefore (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and [b] that certain “Note and Warrant Purchase Agreement” dated the indebtedness date hereof entered into between Borrower and obligations guaranteed by Lender pursuant to which the Guaranty (if any) include Note was issued, and [ii] all indebtedness other indebtedness, liabilities and obligations of every kind and nature Borrower to Lender of whatever nature, whether now existing in existence or hereafter created, arising owed or owing acquired, whether created directly or acquired by Debtor Lender by assignment or otherwise, whether joint or several, whether of the same or different class or type as the indebtedness evidenced by the note, instrument or other agreement executed and delivered by Borrower to Secured PartyLender in connection with the execution and delivery of this Agreement, it being the intent of Borrower and Lender that all of the same be part of the Obligations for all purposes of this Agreement, and [iii] all expenses, costs and changes of any nature whatsoever paid or incurred by Lender to enforce its rights and remedies under any Loan Document, to obtain, preserve, perfect and enforce the security interest established by this Agreement, to collect the Obligations enumerated in this Section 2, and to maintain and preserve the Collateral, including without limitation the indebtedness and obligations of Debtor of every kindtaxes, including principalassessments, interestinsurance premiums, costsrepairs, reasonable attorneys’ fees and legal expenses, if applicablerent, (i) evidenced by the Note (collectively, the “Note Indebtedness”), storage costs and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest expenses of collection and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereundersale.

Obligations Secured. This agreement secures Agreement is made, and the security interest created hereby is granted to Lender, to secure full payment and performance of any and all indebtedness and other obligations of Debtor Pledgor to Secured PartyLender, whether now existingdirect or contingent, however evidenced or hereafter arising denominated, and however or acquiredwhenever incurred, including without limitation (a) indebtedness incurred pursuant to any past, present or future commitment of Lender to Pledgor, including without limitation that certain Twenty-Five Million Dollar ($25,000,000.00) Term Loan and that certain Thirty-Two Million Five Hundred Thousand Dollar ($32,500,000.00) 2019 Term Loan governed by the Loan Agreement, and all principalother indebtedness or obligations of Pledgor or Bank under or evidenced by the Notes, interestLoan Agreement, costsand other Loan Documents, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit as each of Secured Party (wherever such merchandise or services them may be delivered amended from time to time and (b) all indebtedness, liabilities, obligations, covenants and duties of Pledgor to the Lender, of every kind, nature and description arising under of in respect of any Lender Product (hereinafter defined) (including arising under or performedin respect of any guaranty thereof), and any obligationswhether direct or indirect, debts absolute or liabilities of any nature owing to Secured Partycontingent, whether evidenced by this due or any other agreement not due, contractual or arrangement between Debtor and Secured Partytortious, whether any obligations have been liquidated or may be acquired by Secured Partyunliquidated, directly or indirectly, whether any such obligations are in each case now existing or hereafter evidenced by open accountarising (all of the foregoing, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”); except that the indebtedness and other liabilities secured by this Agreement shall not include any indebtedness subject to the disclosure requirements of the Federal Truth-in-Lending Act if at the time such indebtedness is created or incurred, any legally required disclosure of this security interest shall not have been made. Debtor agrees and acknowledges that As used herein, “Lender Products” means any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges following that the Obligations secured by Lender provides, to or enters into with the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Debtor to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, Pledgor: (i) evidenced by the Note any deposit, lockbox, Cash Management Services (collectivelyhereinafter defined), the “Note Indebtedness”)or other cash management agreement, (ii) any Interest Rate Swap, (iii) any credit cards, purchase cards and/or debit cards, and (iiiv) otherwise now owed any other product, service or at agreement pursuant to which Pledgor is indebted to the Lender. As used herein, “Cash Management Services” means any services provided from time hereafter owing to time by Debtor the Lender to Secured PartyPledgor in connection with the operating, whether or not evidenced by any promissory notes collections, payroll, trust or other written documents depository or instruments (collectivelydisbursement accounts, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreementincluding automated clearinghouse, all of the rights in the collateral described thereine-payable, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any electronic funds transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or wire transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereofcontrolled disbursement, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness overdraft, depository, information reporting, lockbox and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the stop payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunderservices.

Obligations Secured. This agreement The security interest created herein secures payment and performance of all obligations of Debtor to Secured Party, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed), and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdingsthe Debtor to the Secured Party of every kind and character, Inc.now existing or hereafter incurred, a Texas corporationwhether direct or indirect, absolute or contingent, joint or several, however owned, held or acquired by the Secured Party. IT BEING THE EXPRESS INTENTION OF THE DEBTOR BY THE EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT TO SECURE ALL LIABILITIES AND OBLIGATIONS OF THE DEBTOR TO, AND ALL FINANCIAL ACCOMMODATIONS BY, THE SECURED PARTY, TO OR FOR THE BENEFIT OF THE DEBTOR, INCLUDING BUT NOT LIMITED TO LOANS, LINES OF CREDIT, HONORED OVERDRAFTS, GUARANTIES OF THE OBLIGATIONS OF THIRD PARTIES AND DISCOUNTS. Without limiting the generality of the foregoing, the (“Borrower”) security interest created hereby secures payment and performance of: If Checked Here [X] all indebtedness of the debtor evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee promissory note in the principal amount of up to $1,500,350.00 (as 2,500,000.00, dated October 29, 1996, all obligations contained therein, and any amendments, replacements, and substitutions therefor or extensions thereof; If Checked Here [ ] arising out of that certain letter of credit agreement dated -----------, 19---, between the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of Debtor and the Secured Party (Party; If Checked Here [ ] arising out of that certain Guaranty Agreement dated ----------, 19---, guarantying certain Guarantied Obligations, as the same hereafter may be amended or modifiedtherein defined, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Debtor ------------------------------- to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunder.;

Obligations Secured. This agreement secures The security interest and pledges and assignments as applicable granted hereby are to secure punctual payment and performance of the following: (i) the Revolving Credit Notes, and any and all extensions, renewals, modifications, increases and rearrangements thereof, (ii) all reimbursement obligations now existing or hereafter arising with respect to Letters of Credit issued by the Issuing Bank for the account of Debtor in accordance with the Loan Agreement, (iii) the Term Notes, and any and all extensions, renewals, modifications, increases and rearrangements thereof, (iv) the obligations of Debtor to Secured Party, whether now existingParty and the Banks, or hereafter arising or acquired, any one of them (including without limitation the Issuing Bank), under this Agreement, the Loan Agreement and the other Loan Documents and any and all amendments, supplements, modifications and restatements thereof and thereto, and (v) any and all other indebtedness, liabilities and obligations whatsoever of Debtor to Secured Party and the Banks, or any one of them, whether direct or indirect, absolute or contingent, primary or secondary, due or to become due and whether now existing or hereafter arising, whether joint or several, or joint and several as created and evidenced by, and arising under, the Loan Agreement and the Notes and the other Loan Documents, and all renewals, extensions, increases, and rearrangements of such indebtedness, obligations or liabilities, including any and all amounts owing or which may hereafter become owing thereon or in connection therewith, including, without limitation, any and all amounts of principal, interest, costs, attorneys’ ' fees, expenses, or costs of collection and other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party amounts owing thereunder (wherever such merchandise or services may be delivered or performed), and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Debtor to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, which are herein separately and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness"Obligations"). Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support security interest hereby granted shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness future advances as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights indebtedness, liabilities, and remedies with respect Obligations of Debtor to Secured Party and the Credit Support. Debtor agrees and acknowledges that Banks, or any one of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunderthem, whether now in existence or hereafter arising.

Obligations Secured. This agreement secures The Collateral and the security interest created hereunder shall secure payment in full when due of (a) all obligations of Debtor the Grantor under the Guaranty and (b) the unpaid principal of and interest on (including interest accruing on or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to Secured Partythe Grantor, the Borrower or any Subsidiary, whether now existingor not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, any reimbursement obligation or indemnity of the Borrower on account of Letters of Credit or any accommodation extended with respect to applications for Letters of Credit, including all Reimbursement Obligations, and (c) all other obligations and liabilities of the Grantor and the Borrower or any Subsidiary to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter arising incurred, which may arise under, out of, or acquiredin connection with this Security Agreement, including without limitation all the Credit Agreement, the Notes, the Letters of Credit, any other Loan Document and any other document made, delivered or given in connection herewith or therewith, and each other obligation and liability, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, whether on account of principal, interest, costs, attorneys’ fees, expensesindemnities, costs or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party expenses (wherever such merchandise or services may be delivered or performed), and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations includeincluding, without limitation, all indebtedness fees and obligations disbursements of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable counsel to the order of Collateral Agent or the other Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amendedParties), the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Grantor or any Subsidiary to the Secured Party (as Parties, pursuant to the same hereafter may be amended or modifiedterms of the Credit Agreement, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the this Security Agreement (if any), and or any of the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Debtor to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note other Loan Documents (collectively, the “Note Indebtedness”"Obligations"), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunder.

Obligations Secured. This agreement secures all obligations of Debtor to Secured Party, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed), and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) Debtor evidenced by that certain Promissory Note dated as of February 9, 2012 even date herewith made by Borrower Debtor as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also be the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Debtor to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunder.

Obligations Secured. This agreement secures all obligations Hyatt Gaming Deed of Debtor to Secured Party, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed), and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter Trust is given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any purpose of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Debtor to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support securing the payment and performance in full when due (whether at stated maturity, upon redemption or required repurchase, by acceleration or otherwise) of all obligations of every type and nature of Trustor to Trustee, any other trustee under any other Deed of Trust or Beneficiary (including without limitation any and all amounts which may at any time be or become due and payable and any and all interest accruing after the maturity of the Other Indebtedness, Subordinated Note and (ii) full or partial payment interest accruing after the filing of any Other Indebtedness will not constitute payment petition in bankruptcy, or the commencement of any Note Indebtednessinsolvency, reorganization or like proceeding, relating to Trustor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and interest, to the extent permitted by law, on the unpaid interest), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in the event of any such full or partial payment of Other Indebtednessconnection with, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Subordinated Loan Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Subordinated Note, and this Hyatt Gaming Deed of Trust, the Note Indebtednessother Collateral Documents, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve other document made, delivered or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor given in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtednessconnection therewith, in each case permitting whether on account of principal, premium, interest, fees, Liquidated Damages, indemnities, costs, expenses or otherwise (including without limitation all fees and disbursements of counsel to Trustee or to the holder(sBeneficiary that are required to be paid by Trustor pursuant to the terms of the Subordinated Loan Agreement, the Subordinated Note, this Hyatt Gaming Deed of Trust, any other Collateral Document, or any other document entered into by Trustor, or either of them, in connection with any of the foregoing) (the foregoing, collectively, the "Obligations"). Notwithstanding the scope of such definition, for purposes of any such provision of Title 38 of the Colorado Revised Statutes, the only "original evidence of debt" secured by this Hyatt Gaming Deed of Trust is the single counterpart of the Subordinated Note Indebtedness which bears a legend in the following form: The counterpart of the Subordinated Promissory Note on which this legend appears is, for purposes of Title 38 of the Colorado Revised Statutes, the "original evidence of debt" secured by the Deed of Trust, as defined herein. In no event shall Trustee require Beneficiary to produce any or Other Indebtednessall of the Subordinated Note or other Transaction Documents, respectivelyother than the single counterpart of the Subordinated Loan Agreement referred to above, to accelerate support Beneficiary's written request for full or partial release of this Hyatt Gaming Deed of Trust or for the payment sale of the Trust Property by Trustee, and Trustor hereby waives any defense that such single counterpart of the Subordinated Note is not, for purposes of Title 38 of the Colorado Revised Statutes, the "original evidence of debt" secured by this Hyatt Gaming Deed of Trust. Trustor shall pay and perform the Obligations at the times and places and in full the manner specified in the Subordinated Loan Agreement, the Subordinated Note and the other Transaction Documents. This Hyatt Gaming Deed of Trust shall secure unpaid balances of all loans and other such extensions of credit made to Trustor under the Transaction Documents, whether made pursuant to an obligation of Beneficiary to make such Note Indebtedness loans or Other Indebtednessextensions or otherwise. Such Obligations and other extensions of credit may or may not be evidenced by notes executed pursuant to the Subordinated Loan Agreement. All future advances will have the same priority as the original advance. Any agreement hereafter made by Trustor and Beneficiary pursuant to this Hyatt Gaming Deed of Trust shall be superior to the rights of the holder of any intervening Lien or encumbrance to the extent allowed by law. PROVIDED, and/or exercise any HOWEVER, that if the principal and interest and all other rights sums due or to become due under the Subordinated Note shall have been indefeasibly paid in full at the time and remedies with respect to in the Credit Support. Debtor agrees manner stipulated herein and acknowledges all other sums payable hereunder and all other indebtedness secured hereby shall have been indefeasibly paid in full, then, in such case, the estate, right, title and interest of Trustee and Beneficiary in the Trust Property shall cease, and upon written notice from Beneficiary that any all of the entities identified as a indebtedness secured party hereby has been indefeasibly paid in full, cancellation of the Subordinated Note secured hereby, surrender of this Hyatt Gaming Deed of Trust and the Subordinated Loan Agreement to Trustee and payment by Trustor of Trustee's fees and costs, all other amounts payable to Trustee hereunder may serve as collateral agent for and all recording costs, Trustee shall release this Hyatt Gaming Deed of Trust and the other secured parties hereunderTrust Property shall become wholly free of the liens, security interests, conveyances and assignments created and evidenced hereby.

Obligations Secured. This agreement secures The obligations secured hereby are the payment and performance of: (a) all obligations present and future Indebtedness of Debtor Vicon Industries, Inc. (“Debtor”) and Pledgor to Secured PartyLender, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed), and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations includeincluding, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) Indebtedness governed or evidenced by that certain Promissory Note dated as Term Loan Agreement of February 9even date herewith, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 and between Lender and Borrower, (as the same may hereafter be modified or from time to time amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed restated, extended, supplemented or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or otherwise modified, the “GuarantyLoan Agreement”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement ; (if any), and the indebtedness and obligations guaranteed by the Guaranty (if anyb) include all indebtedness and obligations of every kind Pledgor and nature now existing or hereafter arising owed or owing by rights of Lender under this Agreement; and (c) all present and future obligations of Pledgor and Debtor to Secured Party, including without limitation the indebtedness and obligations Lender of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”)kinds. The security interest word "Indebtedness" is used herein in its most comprehensive sense and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise includes any and all advances, debts, obligations and liabilities of Debtor and Pledgor, or any of them, heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or other rights similar transaction or arrangement, and remedies whether Pledgor may be liable individually or jointly with respect to the Credit Supportothers, or whether recovery upon such Indebtedness may be or hereafter becomes unenforceable. Debtor agrees and Pledgor hereby acknowledges that any but for Pledgor’s execution of this Agreement, Lender would not execute the entities identified as Loan Agreement and consummate the transactions contemplated thereby. Pledgor is a secured party hereunder may serve as collateral agent wholly owned subsidiary TeleSite U.S.A. Inc., which is a wholly owned subsidiary of Debtor, and Pledgor will materially benefit from the Loan Agreement and transactions contemplated thereby. Pledgor acknowledges that it has received adequate consideration for the its pledges, obligations, covenants, and other secured parties hereunderterms contained in this Agreement.

Obligations Secured. This agreement secures all obligations of Debtor Agreement is made and given to Secured Party, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed)secure, and shall secure, the prompt payment and performance when due of (a) any obligationsand all indebtedness, debts or obligations and liabilities of the Debtors, and of any nature owing of them individually, to the Secured PartyCreditors, whether and to any of them individually, under or in connection with or evidenced by this the Credit Agreement or any other agreement or arrangement between Debtor and Secured PartyLoan Document, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations includeincluding, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Debtor to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, Notes of the “Note Indebtedness”), Borrower and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not all obligations evidenced by any promissory notes or other written documents or instruments the Notes of XXX.XXX (collectively, the “Other Indebtedness”). The security interest Borrower and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, XXX.XXX are sometimes collectively referred to herein as the “Credit SupportParties” and each individually as a “Credit Party”. Debtor agrees ) heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and acknowledges that (i) full or partial payment all other obligations of the Borrower under all Applications therefor, all obligations of the Debtors, and of any Note Indebtedness will not constitute payment of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Debtors, and of any Other Indebtednessof them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, and in the event of any such full howsoever evidenced, held or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, acquired and (ii) full any and all expenses and charges, legal or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtednessotherwise, suffered or incurred by the Secured Creditors, and any of them individually, in the event collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any such full or partial payment of Other Indebtednesssecurity therefor, including, without limitation, the Credit Support shall continue to secure lien and support the payment and performance in full of security interest granted hereby (all of the Note Indebtedness. Debtor acknowledges that pursuant indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to any transfer, assignment or similar agreement (a as the “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “AssigneeObligations”). Notwithstanding anything in this Agreement to the contrary, the Note, right of recovery against any Debtor under this Agreement (other than the Parent and the Note IndebtednessBorrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Debtor’s obligations under this Agreement void or voidable under applicable law, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunderincluding fraudulent conveyance law.

Obligations Secured. This agreement secures all obligations The security interest and pledges and assignments as applicable granted hereby are to secure punctual payment and performance of Debtor to Secured Party, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party following: (wherever such merchandise or services may be delivered or performed)i) the Revolving Credit Notes, and any obligationsand all extensions, debts or liabilities of any nature owing to Secured Partyrenewals, whether evidenced by this or any other agreement or arrangement between Debtor modifications, increases and Secured Partyrearrangements thereof, whether any (ii) all reimbursement obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing with respect to Letters of Credit issued by the Issuing Bank for the account of Borrower in accordance with the Loan Agreement, (iii) the Term Notes, and any and all extensions, renewals, modifications, increases and rearrangements thereof, (iv) the obligations of Debtor and/or Borrower to Secured PartyParty and the Banks, or any one of them (including without limitation the indebtedness Issuing Bank), under this Agreement, the Loan Agreement and the other Loan Documents and any and all amendments, supplements, modifications and restatements thereof and thereto, and (v) any and all other indebtedness, liabilities and obligations whatsoever of Debtor and/or Borrower to Secured Party and the Banks, or any one of every kindthem, whether direct or indirect, absolute or contingent, primary or secondary, due or to become due and whether now existing or hereafter arising, whether joint or several, or joint and several as created and evidenced by, and arising under, the Loan Agreement, the Notes and the other Loan Documents, and 2 all renewals, extensions, increases, and rearrangements of such indebtedness, obligations or liabilities, including any and all amounts owing or which may hereafter become owing thereon or in connection therewith, including, without limitation, any and all amounts of principal, interest, costsattorneys' fees, fees costs of collection and expenses, if applicable, other amounts owing thereunder (i) evidenced by the Note (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, which are herein separately and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness"Obligations"). Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support security interest hereby granted shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness future advances as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights Obligations of Debtor and/or Borrower to Secured Party and remedies with respect to the Credit Support. Debtor agrees and acknowledges that Banks, or any one of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunderthem, whether now in existence or hereafter arising.

Obligations Secured. This agreement secures all obligations of Debtor Agreement is made and given to Secured Party, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed)secure, and shall secure, the prompt payment and performance when due of (a) any obligationsand all indebtedness, debts or obligations and liabilities of the Pledgors, and of any nature owing of them individually, to the Secured PartyCreditors, whether and to any of them individually, under or in connection with or evidenced by this the Credit Agreement or any other agreement or arrangement between Debtor and Secured PartyLoan Document, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations includeincluding, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Debtor to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, Notes of the “Note Indebtedness”), Borrower and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not all obligations evidenced by any promissory notes or other written documents or instruments the Notes of XXX.XXX (collectively, the “Other Indebtedness”). The security interest Borrower and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, XXX.XXX are sometimes collectively referred to herein as the “Credit SupportParties” and each individually as a “Credit Party”. Debtor agrees ) heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and acknowledges that (i) full or partial payment all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any Note Indebtedness will not constitute payment of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any Other Indebtednessof them individually, and in arising under any guaranty issued by it relating to the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party foregoing or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtednesspart thereof, in each case permitting whether now existing or hereafter arising (and whether arising before or after the holder(sfiling of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (b) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights expenses and remedies with respect charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the “Obligations”). Notwithstanding anything in this Agreement to the Credit Support. Debtor agrees contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the other secured parties hereunderlowest amount which would render such Pledgor’s obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.

Obligations Secured. This agreement secures The security interest granted herein is given to secure all present and future obligations of Debtor: (i) under the 1998 Revolving Credit Agreement dated as of December 7, 1998, as amended from time to time between the Debtor to Secured Partyand First National Bank of Omaha, whether now existingFNB-W, or hereafter arising or acquiredNorwest, including without limitation all principalFirst of Chicago, interestU.S. Bank, costsDresdner, attorneys’ feesMercantile, expensesMontreal, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed)LaSalle, and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations NBC; (collectively, ii) under the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note 1997 Revolving Credit Agreement dated as of February 926, 2012 made 1997, as amended from time to time between the Debtor and First National Bank of Omaha, and the other Lenders named therein; (iii) under the 1997 Term Credit Agreement, dated as of February 26, 1997, between the Debtor and First National Bank of Omaha, and the other Lenders named therein, which agreement further amends and restates the 1996 Term Credit Agreement dated as of May 3, 1996 among such parties; (iv) under the 1996 Revolving Credit Agreement dated as of June 28, 1996 as amended from time to time between the Borrower, First National Bank of Omaha, and the other Lenders named therein; (v) under the 1995 Restated Loan Agreement dated as of June 29, 1995, as amended from time to time between the Borrower and First National Bank of Omaha, and the other Lenders named therein; (vi) under the 1993 Restated Loan Agreement dated as of November 8, 1993, as amended from time to time, between Debtor and First National Bank of Omaha, and other Lenders named therein; (vii) under any interest rate protection agreement entered into by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by Debtor with one or more guarantors for the benefit of the Secured Party Lenders; (as the same hereafter may be amended or modifiedviii) under any and all Notes previously, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing made by Debtor to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted Lenders pursuant to this Security Agreement, any of the foregoing Loan Agreements and interest rate protection agreements (all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, which are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i"Loan Agreements") full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtednesspredecessor loan agreements, and in the event of any such full or partial payment of Note Indebtednessincluding, without limitation, the Credit Support shall continue to secure Existing Term Notes and support the payment and performance any notes given in full of all extension, renewal or substitution of the Other IndebtednessNotes; (ix) to reimburse the Secured Party for all sums, if any, advanced to protect the Collateral; and (iix) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, to reimburse Secured Party for all costs and expenses incurred in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all collection of the Note Indebtednessforegoing, including, without limitation, costs of repossession and sale and reasonable attorneys' fees. Debtor acknowledges that pursuant This Security Agreement shall not be deemed to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority extinguish existing indebtedness of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for agreements referenced in this Section 3 or any of the other secured parties hereundernotes issued thereunder or to release, terminate or affect the priority of any security therefor.

Obligations Secured. This agreement secures The security interest created hereby in the Collateral constitutes continuing collateral security for (i) the "Obligations" as defined in the Credit Agreement, and all obligations of amounts from time to time owing by Debtor to Secured Partyunder the Credit Agreement, the Note and the other Loan Documents whether now existing, existing or hereafter arising or acquiredarising, including without limitation (ii) all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed), loans and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired future advances made by Secured Party, directly any Affiliate of Bank One, Texas, N.A. or indirectlyany Lender to Debtor and all other debts, whether any such obligations are and liabilities of every kind and character of Debtor now or hereafter existing in favor of Secured Party or Lenders, whether such debts, obligations or liabilities be direct or indirect, primary or secondary, joint or several, fixed or contingent, and whether originally payable to Lenders or to a third party and subsequently acquired by a Lender, and whether such debts, obligations or liabilities are evidenced by notes, open account, promissory notesoverdraft, endorsement, security agreement, guaranty, or otherwise (it being contemplated that Debtor may hereafter become indebted to Lenders in further sum or sums but Lenders shall have no obligation to extend further indebtedness by reason of this Agreement), (iii) the due performance and observance by Debtor of all of its other obligations from time to time existing under or in respect of any of the Loan Documents, and (iv) the payment and performance of any and all present or future obligations of Debtor according to the terms of any present or future interest rate or currency rate swap, rate cap, rate floor, rate collar, exchange transaction, forward rate agreement, or other documents exchange rate protection agreements or any option with respect to any such transaction now existing or hereafter entered into between Debtor, any Subsidiary of Debtor, and irrespective one or more parties constituting Secured Party or any Lender (or any affiliate of any guarantees or other security now or hereafter given for any such obligations Lender) (collectively, the “"Secured Obligations”"). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Debtor to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunder.

Obligations Secured. This agreement secures all obligations of Debtor to Secured Party, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased The aforesaid security interest is granted by Debtor from or on as security for (a) the credit of Secured Party (wherever such merchandise or services may be delivered or performed), and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any payment of the entities identified Time Balance (as a security party hereunder may serve as collateral agent for set forth in the Loan Schedule) and the payment and performance of all other secured parties. The Obligations include, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified now or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Debtor to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not of any and every kind and description under the Agreement evidenced by such Loan Schedule, and any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all renewals and extensions of the rights in the collateral described thereinforegoing, and all interest, fees, charges, expenses and attorneys' fees accruing or incurred in connection with any of the rights and remedies of Secured Party hereunder, and foregoing (all of the rights which Time Balance, indebtedness and benefits of the beneficiary under the Guaranty, obligations are collectively hereinafter referred to herein as the “Credit Support”. Debtor agrees "Liabilities") and acknowledges that (ib) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, other indebtedness and (ii) full obligations now or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed hereafter owing by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such and every kind and description, howsoever arising or evidenced including without limitation those arising under other partyLoan Schedules, (all of which indebtedness and obligations are hereinafter referred to as the "Other Liabilities"). Any default by Debtor Subject to Paragraph 16, any nonpayment of any installment or other amounts within ten days of when due hereunder shall result in the Other Indebtedness shall constitute a default under obligation on the Note Indebtednesspart of Debtor promptly to pay also an amount equal to five percent (5%), and any default (or the maximum rate permitted by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtednesslaw, in each case permitting the holder(swhichever is less) of the installment or other amounts overdue. 4. DISCLAIMER OF WARRANTIES. DEBTOR ACKNOWLEDGES THAT SECURED PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN RESPECT OF THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. Secured Party shall not be liable to Debtor for any loss, damage or expense of any kind or nature caused, directly or indirectly, by any Equipment secured hereunder or the use or maintenance thereof or the failure of operation thereof, or the repair, service or adjustment thereof, or by any delay or failure to provide any such Note Indebtedness maintenance, repairs, service or Other Indebtednessadjustment, respectively, or by any interruption of service or loss of use thereof or for any loss of business howsoever caused. The Equipment shall be shipped directly to accelerate Debtor by the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any supplier thereof and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any to accept such delivery. No defect or unfitness of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunder.Equipment, nor any failure or

Obligations Secured. This agreement The Security Interest granted hereby secures payment and satisfaction of any and all of the following (the "Obligations"): (a) the prompt and complete payment of all indebtedness and other obligations of the Company and the Borrowing Subsidiaries now or hereafter owing to the Lenders or the Agent under or on account of the Credit Agreement, any Security Document or any Letter of Credit, notes or other instruments issued to the Agent or any Lender pursuant thereto, or any other Loan Document, (b) the prompt and complete payment of all Hedging Obligations of any Company, Borrowing Subsidiary or Guarantor owing to any Lender or any Affiliate of any Lender and (c) the prompt and complete payment of all indebtedness and obligations of the Company pursuant to the Mexican Facility Tranche A Guaranty, and (d) the prompt and complete payment of all indebtedness of the Debtor to Secured Partyand any other guarantor under any Guaranty, in all cases, of any kind or nature, howsoever created or evidenced and whether now or hereafter existing, direct or hereafter indirect (including without limitation any participation interest acquired by any Lender in any such indebtedness, obligations or liabilities of the Company or any Borrowing Subsidiary to any other person), absolute or contingent, joint and/or several, secured or unsecured, arising by operation of law or acquiredotherwise, and whether incurred by the Company or any Borrowing Subsidiary as principal, surety, endorser, guarantor, accommodation party or otherwise, including without limitation all principalprincipal and all interest (including any interest accruing subsequent to any petition filed by or against the Company or any Borrowing Subsidiary under the U.S. Bankruptcy Code), interestindemnity and reimbursement obligations, costs, attorneys’ feescharges, expenses, or other amountsfees, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed), attorneys' fees and disbursements and any obligationsother amounts owing thereunder (all of the documents, debts or liabilities of any nature owing to Secured Partyagreements and instruments among the Company, whether evidenced by this the Subsidiaries, the Agent, the Lenders, or any other agreement of them, evidencing or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notessecuring the repayment of, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectivelyotherwise pertaining to, the “Obligations”Obligations being herein collectively called the "Loan Documents"). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, all indebtedness secured by this Agreement are continuing in nature and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the include those Obligations secured by the Guarantor Security Agreement (if any)dated February 11, 1997 and the indebtedness and obligations guaranteed Guarantor Security Agreement dated June 24, 1997 by the Guaranty (if any) include all indebtedness and obligations Debtor in favor of every kind and nature now existing or hereafter arising owed or owing by Debtor to the Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunder.

Obligations Secured. This agreement secures Agreement is made and given to secure, and shall secure, the prompt payment and performance when due of (a) any and all indebtedness, obligations and liabilities of the Pledgors, and of any of them individually, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of Debtor the Borrower to reimburse the Secured PartyCreditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing, existing or hereafter arising (and whether arising before or acquiredafter the filing of a petition in bankruptcy and including all interest accrued after the petition date), including without limitation due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (b) any and all principalexpenses and charges, interestlegal or otherwise, costs, attorneys’ fees, expenses, suffered or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased incurred by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed)Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, debts or liabilities of any nature owing liabilities, expenses and charges described above being hereinafter referred to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, as the “Obligations”). Debtor agrees and acknowledges that any of Notwithstanding anything in this Agreement to the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporationcontrary, the (“Borrower”) evidenced by that certain Promissory Note dated as right of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security recovery against any Pledgor under this Agreement (if any), other than the Parent and the indebtedness and Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor’s obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing under this Agreement void or hereafter arising owed or owing by Debtor to Secured Partyvoidable under applicable law, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunderfraudulent conveyance law.

Obligations Secured. This agreement secures The security interest granted hereby is to secure punctual payment and performance of the following: (1) the payment and performance when due of the “Obligations”, as defined in the Loan Agreement, and any and all obligations renewals, extensions and/or rearrangements of any or all of the Obligations (the liabilities and indebtedness described above are herein called the “Indebtedness”); (2) the reimbursement when due of all amounts which might be advanced by Secured Party to satisfy amounts required to be paid by Debtor or any other Borrower under this Agreement, the Loan Agreement and each other Loan Document or to Secured Partypay any taxes, whether now existinginsurance premiums, liens, claims and charges against any or all of the Collateral, or hereafter arising any properties covered by any instrument executed or acquiredto be executed by Debtor or any other Borrower to secure the Indebtedness or any amount secured hereby. together with interest thereon, including without limitation to the extent provided; and all principalcosts, interestcharges, costscommissions, attorneys’ feesfees and expenses owing or to be owing in connection with the Indebtedness or any amount secured hereby and those owing or to be owing in connection with the operation, expenses, maintenance or foreclosure of any or all of Collateral or other amounts, matured or unmatured, all obligations to make properties; (3) the performance and payment for all merchandise or services purchased by Debtor from or on and any other Borrower of all of its obligations in this Agreement, the credit Loan Agreement and each other Loan Document; (4) the payment when due of any and all other indebtedness, obligations and liabilities of Borrower to Secured Party (wherever such merchandise now outstanding or services owing or which may hereafter be delivered executed or performed)incurred, and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement directly between Debtor Borrower and Secured PartyParty or acquired outright, whether any obligations have been as a participation, conditionally or may be acquired as collateral security from another by Secured Party, directly absolute or indirectlycontingent, whether joint and/or several, secured or unsecured, due or not due, arising by operation of law or otherwise. or direct or indirect, including indebtedness, obligations and liabilities to Secured Party of Borrower as a member of any such obligations are now or hereafter evidenced by open accountpartnership, promissory notessyndicate, association or other documents group, and irrespective whether incurred by Debtor as principal, surety. endorser, guarantor, accommodation party or otherwise, and (5) any and all extensions, renewals, and/or rearrangements of any guarantees or other security now or hereafter given for any such and all of the foregoing (the obligations described in (collectively1), (2), (3). (4) and (5) above are hereinafter called the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, all indebtedness and obligations of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable to the order of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or to be signed by one or more guarantors for the benefit of the Secured Party (as the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Debtor to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunder.

Obligations Secured. This agreement secures all obligations The Collateral hereunder constitutes and will constitute continuing security for prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of Debtor the Obligations (as defined in the Indenture) of the Issuers with respect to Secured Partythe Notes, whether now existing, or hereafter arising or acquiredthe Indenture and the Security Documents, including without limitation limitation, the unpaid principal of and interest owing under the Notes and all other obligations and liabilities of Company or any Guarantor thereunder and under the Indenture and the Security Documents (including, without limitation, interest accrued at the then applicable rate provided in the Notes after the filing of a petition in bankruptcy or the commencement of any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to Company or any of the Guarantors and any other voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of Company or any of the Guarantors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Indenture and the Security Documents, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, attorneys’ feesexpenses or otherwise, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed), and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other security now or hereafter given for any such obligations (collectively, the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations includeincluding, without limitation, all indebtedness fees and obligations disbursements of Xxxxxxxxx'x Holdings, Inc., a Texas corporation, the (“Borrower”) evidenced by that certain Promissory Note dated as of February 9, 2012 made by Borrower as maker payable counsel to the order Collateral Agent and fees, expenses and indemnities of Secured Party as payee in the principal amount of up to $1,500,350.00 (as the same may hereafter be modified or amended, the “Note”). Secured Party may also the be beneficiary of an Unconditional Guaranty signed or Collateral Agent that are required to be signed by one or more guarantors for paid pursuant to the benefit terms of the Secured Party (as the same hereafter may be amended Indenture or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the any other Security Agreement (if any), and the indebtedness and obligations guaranteed by the Guaranty (if any) include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Debtor to Secured Party, including without limitation the indebtedness and obligations of Debtor of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) evidenced by the Note Document (collectively, the “Note Indebtedness”), and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”"Obligations"). The security interest and lien granted pursuant to this Security Agreement, all of To the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial extent any payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, Obligations (whether by or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and Company, as agent on behalf proceeds of security, enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereunderhad not occurred.

Obligations Secured. This agreement secures all obligations of Debtor to Secured Party, whether now existing, or hereafter arising or acquired, including without limitation all principal, interest, costs, attorneys’ fees, expenses, or other amounts, matured or unmatured, all obligations to make payment for all merchandise or services purchased by Debtor from or on the credit of Secured Party (wherever such merchandise or services may be delivered or performed)Agreement is made as collateral security for, and any obligations, debts or liabilities of any nature owing to Secured Party, whether evidenced by this or any other agreement or arrangement between Debtor and Secured Party, whether any obligations have been or may be acquired by Secured Party, directly or indirectly, whether any such obligations are now or hereafter evidenced by open account, promissory notes, or other documents and irrespective of any guarantees or other the security now or hereafter given for any such interest granted in the Collateral secures the following obligations (collectively, hereinafter sometimes referred to collectively as the “Obligations”). Debtor agrees and acknowledges that any of the entities identified as a security party hereunder may serve as collateral agent for the other secured parties. The Obligations include, without limitation, ): [i] all indebtedness and obligations liabilities (including but not limited to loan fees and late charges) arising under or evidenced by, and the performance of Xxxxxxxxx'x Holdingsall covenants, Inc., a Texas corporation, the (“Borrower”) evidenced conditions and agreements undertaken by Borrower in connection with [a] that certain Promissory Note dated as the date of February 9, 2012 this Agreement made by Borrower as maker payable to the order of Secured Party as payee Lender in the face principal amount of up to $1,500,350.00 2,900,000.00, and any and all renewals, extensions and amendments thereof and substitutions and replacements therefor (as the same may hereafter be modified or amended, the “Note”). Secured Party may also , and [b] that certain “Loan Agreement” dated the be beneficiary of an Unconditional Guaranty signed or date hereof entered into between Borrower and Lender pursuant to be signed by one or more guarantors for which the benefit Note was issued, and [c] this Agreement and each of the Secured Party (as other “Loan Documents” referenced in the same hereafter may be amended or modified, the “Guaranty”). Debtor agrees and acknowledges that the Obligations secured by the Security Agreement (if any)Loan Agreement, and the indebtedness and obligations guaranteed by the Guaranty (if any) include [ii] all indebtedness other indebtedness, liabilities and obligations of every kind and nature Borrower to Lender of whatever nature, whether now existing in existence or hereafter created, arising owed or owing acquired, whether created directly or acquired by Debtor Lender by assignment or otherwise, whether joint or several, whether of the same or different class or type as the indebtedness evidenced by the note, instrument or other agreement executed and delivered by Borrower to Secured PartyLender in connection with the execution and delivery of this Agreement, it being the intent of Borrower and Lender that all of the same be part of the Obligations for all purposes of this Agreement, and [iii] all expenses, costs and changes of any nature whatsoever paid or incurred by Lender to enforce its rights and remedies under any Loan Document, to obtain, preserve, perfect and enforce the security interest established by this Agreement, to collect the Obligations enumerated in this Section 2, and to maintain and preserve the Collateral, including without limitation the indebtedness and obligations of Debtor of every kindtaxes, including principalassessments, interestinsurance premiums, costsrepairs, reasonable attorneys’ fees and legal expenses, if applicablerent, (i) evidenced by the Note (collectively, the “Note Indebtedness”), storage costs and (ii) otherwise now owed or at any time hereafter owing by Debtor to Secured Party, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest expenses of collection and lien granted pursuant to this Security Agreement, all of the rights in the collateral described therein, and all of the rights and remedies of Secured Party hereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Debtor agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or partial payment of Note Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Debtor acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be entered into by and between Secured Party and any assignee or transferee (any such assignee or transferee, an “Assignee”), the Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Secured Party to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to both the Note Indebtedness and Other Indebtedness, and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either Secured Party or any Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other party, with respect to the Other Indebtedness which is, or shall continue to be, owed by Debtor to Secured Party, as well as with respect to the Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by Debtor in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default by Debtor under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any and all other rights and remedies with respect to the Credit Support. Debtor agrees and acknowledges that any of the entities identified as a secured party hereunder may serve as collateral agent for the other secured parties hereundersale.