UCC

UCC. Means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, as used in Section 10(a) hereof, "UCC" shall mean the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

UCC. As used herein: 1.1 "Collateral" means all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment (including all fixtures), general intangibles (including Intellectual Property owned or licensed by the Company), instruments, inventory, investment property, letter-of-credit rights, money and all products, proceeds and supporting obligations of any and ... all of the foregoing. Anything contained in this Security Agreement to the contrary notwithstanding, the term "Collateral" shall not include any equipment that is now or hereafter held by the Company as lessee, licensee, or debtor under purchase money secured financing, in the event that: (a) as a result of the grant of a security interest therein, the Company's rights in or with respect to such asset would be forfeited or the Company would be deemed to have breached or defaulted under the applicable lease, license, or other agreement that governs such asset pursuant to restrictions contained in the applicable lease, license or other agreement; and (b) any such restriction is effective and enforceable under applicable law; provided, however, that the term "Collateral" shall include, at any time that the restrictions in the lease, license, or other agreement are no longer effective and enforceable (including as a result of the exercise of an option to purchase or the repayment of the secured financing) or at any time that the applicable lessor, licensor or other applicable party's consent is obtained to the grant of a security interest in and to such asset in favor of the Secured Party, (1) any and all proceeds of such assets, and (2) such assets. 1 1.2 "Copyrights" means any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a Trade Secret, now or hereafter existing, created, acquired or held. 1.3 "Intellectual Property" means all of the Company's right, title, and interest in and to the following; (a) Copyrights, Trademarks and Patents; (b) Any and all Trade Secrets, inventions, mask works, programs, works of authorship, know-how, discoveries, developments, designs, design rights and techniques and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held; (c) Any and all claims for damages by way of past, present and future infringement of any of the rights included in (a) or (b) above, with the right, but not the obligation, to sue for and collect such damages for such use or for infringement of such rights; (d) All licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights; (e) All amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents; (f) All documents, models, samples, specimens, reports, drawings, research materials, notes and other materials in connection with or which in any way embody or relate to any Patent or patentable matter and the right to pursue, prepare, file and prosecute any Patent application(s) in connection therewith; (g) All other rights and interests of the Licensor as described in the License Agreement; and (h) All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing. 1.4 "Intercreditor Agreement" means that certain Intercreditor Agreement dated as of even date herewith by and among the Secured Party, the Company and the Senior Creditor. 1.5 "License Agreement" means that certain License Agreement dated as of September 18, 2003 by and between Licensor and Licensee. 1.6 "Lien" means any lien, security interest, pledge, assignment, encumbrance or other interest in property. 2 1.7 "Other Collateral" means all Collateral other than the Company's Intellectual Property. 1.8 "Patents" means all patents, patent applications, all types of exclusionary or protective rights granted (or applications therefor) or inventions and like protections (including without limitation improvements, divisions, patents-of-addition, continuations, renewals, reissues, extensions and continuations-in-part of the same) and any and all patentable subject matter (including, without limitation, methods of doing business, machines, articles of manufacture, processes, compositions of matter and new uses or improvements of any of the foregoing). 1.9 "Permitted Dispositions" means any disposition of Collateral that is either (i) in the ordinary course of the business of the Company, or (ii) to a third party for reasonably equivalent value as deemed appropriate by the Company in its reasonable business judgment, and that, in either case, that does not result, in a single transaction or a series of related transactions, in the disposition or sale of all or substantially all of the assets of the Company. 1.10 "Permitted Liens" means (a) Liens in favor of the Secured Party, (b) Liens for unpaid taxes that either (i) are not yet delinquent, or (ii) do not constitute an Event of Default hereunder and are the subject of Permitted Protests, (c) Liens set forth on Schedule A, (d) the interests of lessors or sublessors under operating leases, (e) purchase money Liens or the interests of lessors under capital leases so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof, (f) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of the Company's business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests, (g) Liens or deposits to secure performance of bids, tenders, or leases incurred in the ordinary course of business and not in connection with the borrowing of money, (h) Liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business, (i) Liens resulting from any judgment or award that is not an Event of Default hereunder, (j) any interest or title of a licensee or licensor under any license agreement permitted by this Security Agreement, (k) Liens that arise in the ordinary course of business and do not in any material respect affect the Collateral, (1) Liens which are subject of a Permitted Protest, (in) Liens on patents, trademarks, trade names, service marks, copyrights, trade secrets or other intellectual property to the extent such Liens arise solely from the granting of licenses composing Permitted Dispositions thereto or from any Person in the ordinary course of business consistent with past practice, and (n) Liens in favor of the Senior Creditor to secure the Senior Credit Obligations. 1.11 "Permitted Protest" means the right to protest any Lien (other than any such Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) any such protest is instituted promptly and prosecuted diligently by the applicable Person in good faith, and (b) while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of the Secured Party's Liens. 3 1.12 "Person" means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof. 1.13 "Senior Creditor" means (i) each of the holders of promissory notes (as amended from time to time, the "Senior Notes") issued pursuant to that certain Loan Agreement dated as of May 21, 2004 (as amended from time to time) by and among the Maker and the persons and entities named therein as "Lenders" (the "Loan Agreement") and (ii) M.U.S.A. Inc., doing business as DBA Money USA, in its capacity as collateral agent for the Lenders (the "Senior Collateral Agent"). 1.14 "Senior Credit Documents" means the Loan Agreement, the Senior Notes and the Senior Security Agreement dated as of May 21, 2004 between the Maker and the Senior Collateral Agent, all as may be from time to time amended. 1.15 "Senior Credit Obligations" means the obligations owed to the Senior Creditor pursuant to the Senior Credit Documents. 1.16 "Trademarks" means trademarks, service marks, trade names, designs, logos, slogans, and general intangibles of like nature, together with all goodwill, registrations and applications related to any of the foregoing. 1.17"Trade Fixtures" means any equipment or machinery which may be removed from the Company's premises without doing material damage to the premises. 1.18 "Trade Secrets" means trade secrets and other proprietary or confidential information, know-how, technology, processes, formulae, algorithms, models and methodologies in any format and whether tangible or not. 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UCC. Means Uniform Commercial Code as in effect from time to time in the State of Minnesota.

UCC. Shall mean the Uniform Commercial Code of the State of New York.

UCC. The Uniform Commercial Code as adopted in the State of Connecticut, as amended and supplemented from time to time

UCC. Means the Uniform Commercial Code of the State of California, as amended from time to time.

UCC. Shall mean the Uniform Commercial Code as the same may be amended and in effect from time to time in the State of New York.

UCC. Means the Uniform Commercial Code as currently in effect in the jurisdiction where the chief executive office of the Bank is located and as the Uniform Commercial Code may hereafter be amended, adopted and effective in such jurisdiction.

UCC. Means the Uniform Commercial Code as in effect in the State of Minnesota from time to time.

UCC. Means the Uniform Commercial Code, including each such provision as it may subsequently be renumbered, as enacted in the State of New York or other applicable jurisdiction, as amended at the time in question. Page 3 Bluestem Pipeline Pledge and Security Agreement